Exhibit 4.12**[Form of Series D Note]**NRP (Operating) LLC5.05% Senior Note, Series D Due July 19, 2020   No. R[___]— [___] [Date]$[___] PPN 62963# AD 3     For Value Received, the undersigned, NRP (Operating) LLC (herein called the*“Company”*), a limited liability company organized and existing under the laws of the State ofDelaware, hereby promises to pay to [___], or registered assigns, the principal sum of[___] Dollars on July 19, 2020, with interest (computed on the basis of a360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.05% perannum from the date hereof, payable semi-annually, on the 19th day of July and Januaryin each year, commencing with the July or January next succeeding the date hereof, until theprincipal hereof shall have become due and payable, and (b) to the extent permitted by law on anyoverdue payment (including any overdue prepayment) of principal, any overdue payment of interestand any overdue payment of any Make-Whole Amount (as defined in the Supplement referred to below),payable semi-annually, as aforesaid (or, at the option of the registered holder hereof, on demand),at a rate per annum from time to time equal to the greater of (i) 7.05% or (ii) 2% over the rate ofinterest publicly announced by Citibank, N.A. from time to time in New York, New York as its “base”or “prime” rate.     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note areto be made in lawful money of the United States of America at Citibank, N.A. or at such other placeas the Company shall have designated by written notice to the holder of this Note as provided inthe Note Purchase Agreements referred to below.     This Note is one of a series of Senior Notes (herein called the *“Notes”*) issued pursuant tothat certain First Supplement dated as of July 19, 2005 (as from time to time amended andsupplemented, the *“Supplement”*) to Note Purchase Agreements, dated as of June 19, 2003, as fromtime to time amended and supplemented, between the Company and the respective Purchasers namedtherein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by itsacceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 ofthe Note Purchase Agreements (as defined in the Supplement) and (ii) to have made therepresentation set forth in Section 6.2 of the Note Purchase Agreements (as defined in theSupplement).     This Note is a registered Note and, as provided in the Note Purchase Agreements, uponsurrender of this Note for registration of transfer, duly endorsed, or accompanied by a writteninstrument of transfer duly executed, by the registered holder hereof or such holder’s attorneyduly authorized in writing, a new Note for a like principal amount will be issued to, andregistered in the name of, the transferee. Prior to due presentment for
 

 
registration of transfer, the Company may treat the person in whose name this Note isregistered as the owner hereof for the purpose of receiving payment and for all other purposes, andthe Company will not be affected by any notice to the contrary.     The Company will make required prepayments of principal on the dates and in the amountsspecified in the Supplement. This Note is also subject to optional prepayment, in whole or fromtime to time in part, at the times and on the terms specified in the Supplement, but not otherwise.     If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing,the principal of this Note may be declared or otherwise become due and payable in the manner, atthe price (including any applicable Make-Whole Amount (as defined in the Supplement)) and with theeffect provided in the Note Purchase Agreements.     This Note is guaranteed pursuant to the Subsidiary Guarantee dated June 19, 2003.     This Note shall be construed and enforced in accordance with, and the rights of the partiesshall be governed by, the law of the State of New York excluding choice-of-law principles of law ofsuch State that would require the application of the laws of a jurisdiction other than such State.      NRP (Operating) LLC