exv10w1



 




Exhibit 10.1





SECOND AMENDMENT TO

CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is entered into on
the 2nd day of March, 2007, but effective as of July 19, 2005 (the “Second Amendment
Closing Date”), by and among NRP (OPERATING) LLC, a Delaware limited liability company
(the “Borrower”), the banks and other financial institutions listed on the signature pages
hereto (together with each other person who becomes a Lender, collectively the “Lenders”)
including CITIBANK, N.A., a national banking association, as a Lender.



Preliminary Statement




     WHEREAS, Borrower, Administrative Agent and the Lenders are parties to that certain Credit
Agreement dated as of October 29, 2004, as amended by that certain First Amendment to Credit
Agreement dated as of November 9, 2005 (as same may be further amended, restated, increased and
extended, the “Credit Agreement”), under and subject to the terms of which the Lenders have
committed to make Revolving Loans and issue Letters of Credit to Borrower; and



     WHEREAS, Borrower has now requested that the Lenders modify the Credit Agreement to change
certain terms thereof; and



     WHEREAS, Borrower and the Lenders wish to execute this Second Amendment to evidence such
agreement;



     NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and
the Lenders hereby agree as follows (all capitalized terms used herein and not otherwise defined
shall have the meanings as defined in the Credit Agreement):



     Section 1. Amendment to Section 6.16. Section 6.16 of the Credit Agreement is hereby
amended by deleting said Section in its entirety and replacing same with the following:




     “SECTION 6.16. Changes to the Note Purchase Agreement. The Borrower will not agree to, and
will not permit any amendment to the Note Purchase Agreement which would (i) make the
covenants in Section 10 of the Note Purchase Agreement more restrictive on the Borrower than
the corresponding financial covenants in Section 6.17 and Section 6.18
hereof or (ii) make the events of default in Section 11 of the Note Purchase Agreement more
restrictive on the Borrower than the Events of Default hereunder, in each case, without the
consent of the Required Lenders; provided, however, that in no event shall the covenants set
forth in Section 10 of the Note Purchase Agreement and the events of default set forth in
the Note Purchase Agreement as in effect on the date hereof be deemed to be more restrictive
than the corresponding covenants set



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forth in Section 6.17 and Section 6.18 and the Events of Default hereunder.
If there is in existence a Default or Event of Default, the Borrower will not make any
voluntary prepayments of principal or interest on the notes outstanding under the Note
Purchase Agreement.”



     Section 2. Representations True; No Default. Borrower represents and warrants that:



     (a) this Second Amendment has been duly authorized, executed and delivered on its behalf; the
Credit Agreement, as amended hereby, together with the other Loan Documents to which Borrower is a
party, constitute valid and legally binding agreements of Borrower enforceable in accordance with
their terms;



     (b) the representations and warranties of Borrower contained in Article III of the Credit
Agreement are true and correct in all material respects on and as of the date hereof as though made
on and as of the date hereof; and



     (c) after giving effect to this Second Amendment, no Default or Event of Default under the
Credit Agreement has occurred and is continuing.



     Section 3. Expenses, Additional Information. Borrower shall pay to the Agent all
reasonable expenses incurred in connection with the execution of this Second Amendment, including
all reasonable expenses incurred in connection with any previous negotiation and loan
documentation. Borrower shall furnish to the Agent and Lenders all such other documents, consents
and information relating to Borrower as the Agent or any Lender may reasonably require to
accomplish the purposes hereof.



     Section 4. Effectiveness. This Second Amendment shall become effective on the Second
Amendment Closing Date when, and only when:



     (a) Borrower, Administrative Agent and the Lenders shall have executed and delivered to the
Administrative Agent a counterpart of this Second Amendment;



     (b) each of the representations and warranties made by the Borrower and each Guarantor in or
pursuant to the Loan Documents shall be true and correct in all material respects;



     (c) no event shall have occurred with respect to the Parent, the Borrower and its
Subsidiaries, taken as a whole, which, in the reasonable opinion of the Lenders, has had, or could
reasonably be expected to have, a Material Adverse Effect; and



     (d) Administrative Agent or any Lender or counsel to the Administrative Agent shall
receive such other instruments or documents as they may reasonably request.



     The Administrative Agent shall notify the Borrower and the Lenders of the Second Amendment
Closing Date upon the satisfaction of all of the foregoing conditions, and such notice shall be
conclusive and binding. Notwithstanding the foregoing, the rights and obligations of the parties
hereunder shall not become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 9.02 of the Credit Agreement) at or prior to



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5:00 p.m., Houston, Texas time, on March 30, 2007 (and, in the event such conditions are not
so satisfied or waived, this Second Amendment shall be null and void and of no further force and
effect.




     Section 5. Miscellaneous Provisions.



     (a) From and after the execution and delivery of this Second Amendment, the Credit Agreement
shall be deemed to be amended and modified as herein provided, and except as so amended and
modified the Credit Agreement shall continue in full force and effect.



     (b) The Credit Agreement and this Second Amendment shall be read and construed as one and the
same instrument.



     (c) Any reference in any of the Loan Documents to the Credit Agreement shall be a reference to
the Credit Agreement as amended by this Second Amendment.



     (d) This Second Amendment shall be construed in accordance with and governed by the laws of
the State of New York and of the United States of America.



     (e) This Second Amendment may be signed in any number of counterparts and by different parties
in separate counterparts and may be in original or facsimile form, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.



     (f) The headings herein shall be accorded no significance in interpreting this Second
Amendment.



     Section 6. Binding Effect. This Second Amendment shall be binding upon and inure to
the benefit of Borrower, Lenders and the Agent and their respective successors and assigns, except
that Borrower shall not have the right to assign its rights hereunder or any interest herein.



     Section 7. Final Agreement of the Parties. This Second Amendment may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral agreements. There are no
unwritten oral agreements between the parties hereto.



[The remainder of this page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their
respective duly authorized officers effective as of the Second Amendment Closing Date.



	 	 	 	 	 
	 	NRP (OPERATING) LLC

a Delaware limited liability company

 	 
	 	By:  	\s\ Dwight L. Dunlap \s\
 	 
	 	 	Name:  	Dwight L. Dunlap 	 
	 	 	Title:  	CFO & Treasurer 	 
	 
	 	CITIBANK, N.A.,

a national banking association

 	 
	 	By:  	\s\ Joronne Jeter \s\
 	 
	 	 	Name:  	Jorone Jeter 	 
	 	 	Title:  	Attorney in Fact 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION 

 	 
	 	By:  	\s\ Jonathan R. Richardson \s\
 	 
	 	 	Name:  	Jonathan R. Richardson 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF MONTREAL 

 	 
	 	By:  	\s\ John M. Cook \s\
 	 
	 	 	Name:  	John M. Cook 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS 

 	 
	 	By:  	\s\ Mark A. Cox \s\
 	 
	 	 	Name:  	Mark A. Cox 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                                  \s\ David Dodd \s\
 	 
	 	 	Name:  	David Dodd 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BRANCH BANKING AND TRUST COMPANY 

 	 
	 	By:  	\s\ Timothy A. Paxton \s\
 	 
	 	 	Name:  	Timothy A. Paxton 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	THE HUNTINGTON NATIONAL BANK 

 	 
	 	By:  	\s\ L. Blair De Van \s\
 	 
	 	 	Name:  	L. Blair De Van 	 
	 	 	Title:  	Vice President 	 
	 
	 	COMERICA BANK 

 	 
	 	By:  	\s\ Josh Strong \s\
 	 
	 	 	Name:  	Josh Strong 	 
	 	 	Title:  	Corporate Banking Officer 	 
	 
	 	COMPASS BANK 

 	 
	 	By:  	\s\ Dorothy Marchand \s\
 	 
	 	 	Name:  	Dorothy Marchand 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA 

 	 
	 	By:  	\s\ Jason S. York \s\
 	 
	 	 	Name:  	Jason S. York 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	AMEGY BANK NATIONAL ASSOCIATION 

 	 
	 	By:  	\s\ W. Bryan Chapman \s\
 	 
	 	 	Name:  	W. Bryan Chapman 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



ACKNOWLEDGMENT OF GUARANTORS





     Each of the undersigned Guarantors hereby confirms that each Loan Document (as the same may be
amended or amended and restated, as the case may be, pursuant to and in connection with this Second
Amendment) to which it is a party or otherwise bound remains in full force and effect and will
continue to secure, to the fullest extent possible, the payment and performance of all
“Obligations” (in each case as such term is defined in the applicable Loan Document), including
without limitation the payment and performance of all such “Obligations” in respect of the
Obligations now or hereafter existing under or in respect of the Credit Agreement and the other
Loan Documents. The Guarantors specifically reaffirm and extend their obligations under each of
their applicable Guaranties to cover all indebtedness evidenced by the Credit Agreement as same has
been created, amended and/or restated by or in connection with this Second Amendment. The
Guaranties and all the terms thereof shall remain in full force and effect and the Guarantors
hereby acknowledge and agree that same are valid and existing and that each of the Guarantors’
obligations thereunder shall not be impaired or limited by the execution or effectiveness of this
Second Amendment. Each Guarantor hereby represents and warrants that all representations and
warranties contained in this Second Amendment and the other Loan Documents to which it is a party
or otherwise bound are true, correct and complete in all material respects on and as of the Second
Amendment Closing Date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in all material
respects on and as of such earlier date. The Administrative Agent and the Lenders hereby preserve
all of their rights against each Guarantor under its applicable Guaranty and the other Loan
Documents to which each applicable Guarantor is a party.



     Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the
effectiveness set forth in this Second Amendment, such Guarantor is not required by the terms of
the Credit Agreement, this Second Amendment or any other Loan Document to consent to the amendments
of the Credit Agreement effected pursuant to this Second Amendment; and (ii) nothing in the Credit
Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent
of such Guarantor to any future amendments to the Credit Agreement.




 









 








	 	 	 	 	 
	 	ACIN LLC,

a Delaware limited liability company

 	 
	 	By:  	NRP (OPERATING) LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its sole member 	 



	 	 	 	 	 
	 	By:  	                        \s\ Dwight L. Dunlap \s\
 	 
	 	 	Name:  	Dwight L. Dunlap 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	WBRD LLC,

a Delaware limited liability company

 	 
	 	By:  	NRP (OPERATING) LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its sole member 	 



	 	 	 	 	 
	 	By:  	                        \s\ Dwight L. Dunlap \s\
 	 
	 	 	Name:  	Dwight L. Dunlap 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	WPP LLC,

a Delaware limited liability company

 	 
	 	By:  	NRP (OPERATING) LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its sole member 	 



	 	 	 	 	 
	 	By:  	                        \s\ Dwight L. Dunlap \s\
 	 
	 	 	Name:  	Dwight L. Dunlap 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	INDEPENDENCE LAND COMPANY, LLC 	 



	 	 	 	 	 
	 	By:  	               NRP (OPERATING) LLC, as sole member
 	 



	 	 	 	 	 
	 	By:  	                             \s\ Dwight L. Dunlap \s\
 	 
	 	 	Name:  	Dwight L. Dunlap 	 
	 	 	Title:  	Chief Financial Officer 	 




[Signature Page to Acknowledgment of Guarantors]



 









 







	 	 	 	 	 
	 	GATLING MINERAL, LLC 

 	 
	 	By:  	NRP (OPERATING) LLC, as sole member
 	 



	 	 	 	 	 
	 	By:  	                         \s\ Dwight L. Dunlap \s\
 	 
	 	 	Name:  	Dwight L. Dunlap 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	HOD LLC 

 	 
	 	By:  	NRP (OPERATING) LLC, as sole member
 	 



	 	 	 	 	 
	 	By:  	                         \s\ Dwight L. Dunlap \s\
 	 
	 	 	Name:  	Dwight L. Dunlap 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	SHEPARD BOONE COAL COMPANY LLC 

 	 
	 	By:  	NRP (OPERATING) LLC, as sole member
 	 



	 	 	 	 	 
	 	By:  	                         \s\ Dwight L. Dunlap \s\
 	 
	 	 	Name:  	Dwight L. Dunlap 	 
	 	 	Title:  	Chief Financial Officer 	 
	 





[Signature Page to Acknowledgment of Guarantors]