##### 



Excution Version
  
 Second Amendment
 Dated as of March 28, 2007
 to




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Table of Contents
  Section
    
    Heading
    
    PageSection 1.
    
    Amendments to Note Agreements
    
    1Section 2.
    
    Conditions Precedent
    
    3Section 3.
    
    Representations and Warranties
    
    4Section 4.
    
    Miscellaneous
    
    4
 Schedule I
 -i-




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Note Agreements Company Series A Notes Series B Notes Series C Notes Series D Notes Series E Notes Notes Second Amendment
   Section 1. Amendments to Note Agreements
 Section 1.1 Amendment to Section 9. 7(c) of the Note Agreements.
 Section
9. 7(c) Notice




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NRP (Operating) LLC
    
    Second Amendment
  Section 1.2 Technical Amendments (Corrections) to Certain Sections of the Note Agreements.
      provided
   -2-




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NRP (Operating) LLC
    
    Second Amendment
 Section 2. Conditions Precedent.
 Effective Date
         -3-




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NRP (Operating) LLC
    
    Second Amendment
 Section 3. Representations and Warranties.
       Section 4. Miscellaneous.
 Section 4.1
 Section 4.2
 -4-




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NRP (Operating) LLC
    
    Second Amendment
 Section 4.3
 Section 4.4.
 Section 4.5
 Section 4.6.
 [Remainder
of Page Intentionally Left Blank - Signature Pages Follow]
 -5-




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NRP (Operating) LLC
    
    Second Amendment
  NRP
(Operating) LLC, a Delaware limited liability companyBy
    /s/ Dwight L. DunlapName:
    Dwight L. DunlapTitle:
    Chief Financial Officer and
Treasurer  WPP LLCACIN LLCWBRD LLCHOD LLCShepard Boone Coal Company LLCGatling Mineral, LLCIndependence Land Company, LLCBy:
    
    NRP (Operating)LLC, as
the Sole Member of each of the above named Subsidiary
GuarantorsBy
    
    /s/ Dwight L. DunlapName: Dwight L. DunlapTitle: Chief Financial Officer and
Treasurer
 -6-




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NRP (Operating) LLC
    
    Second Amendment
  Teachers Insurance and Annuity Association of AmericaBy:
    /s/ Jose MinayaName:
    Jose MinayaTitle:
    Director -7-




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NRP (Operating) LLC
    
    Second Amendment
  Massachusetts Mutual Life Insurance
CompanyBy:
    
    Babson Capital Management LLC, as
Investment AdviserByName:Title:C.M. Life Insurance CompanyBy:
    
    Babson Capital Management LLC, as
Investment Sub-AdviserByName:Title:MassMutual Asia LimitedBy:
    
    Babson Capital Management LLC, as
Investment AdviserByName:Title:
 -8-




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NRP (Operating) LLC
    
    Second Amendment
  The Prudential Insurance Company of AmericaBy:
    
    /s/ BL by TPDVice PresidentPrudential Arizona Reinsurance Captive CompanyBy:
    
    Prudential Investment Management, Inc.,
as investment managerBy:
    
    /s/ BL by TPDVice PresidentUniversal Prudential Arizona Reinsurance CompanyBy:
    
    Prudential Investment Management, Inc.,
as investment managerBy:
    
    /s/ BL by TPDVice PresidentPrudential Retirement Insurance and Annuity
CompanyBy:
    
    Prudential Investment
Management, Inc., 
as investment managerBy:
    
    /s/ BL by TPDVice President
 -9-




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NRP (Operating) LLC
    
    Second Amendment
 Physicians Mutual Insurance CompanyBy:
    
    Prudential Private Placement Investors,
L.P. (as Investment Advisor)By:
    
    Prudential Private Placement Investors,
Inc. (as its General Partner)By
    
    /s/ BL by TPDName: /s/ BL by TPDTitle:Farmers New World Life Insurance
CompanyBy:
    
    Prudential Private Placement Investors,
L.P. (as Investment Advisor)By:
    
    Prudential Private Placement Investors,
Inc. (as its General Partner)By
    
    /s/ BL by TPDName: /s/ BL by TPDTitle:
 -10-




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NRP (Operating) LLC
    
    Second Amendment
  New York Life Insurance CompanyBy:
    
    /s/ Kathleen A. HaberkernName: Kathleen A. HaberkernTitle: DirectorNew York Life Insurance and Annuity
CorporationBy:
    
    New York Life Investment Management LLC,
Its investment managerBy:
    
    /s/ Kathleen A. HaberkernName:
    
    Kathleen A. HaberkernTitle:
    
    Director
 
 -11-




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NRP (Operating) LLC
    
    Second Amendment
  Indianapolis Life Insurance CompanyAmerican Investors Life Insurance CompanyAmerUs Life Insurance CompanyBy:
    
    Aviva Capital Management, Inc., its
authorized attorney-in-factBy:
    
    /s/ Roger D. ForsName:
    
    Roger D. ForsTitle:
    
    V.P.  Private Placements
 -12-




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NRP (Operating) LLC
    
    Second Amendment
  AIG Annuity Insurance CompanyMerit Life Insurance Co.The United States Life Insurance Company in the
City of New YorkThe Variable Annuity Life Insurance CompanyBy:
    
    AIG Global Investment Corp., investment adviserBy:
    
    /s/ Lorri J. WhiteName:
    
    Lorri J. WhiteTitle:
    
    Vice President
 -13-




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NRP (Operating) LLC
    
    Second Amendment
  Merit Life Insurance Co.The United States Life Insurance Company in the
City of New YorkThe Variable Annuity Life Insurance CompanyBy:
    
    AIG Global Investment Corp., investment adviserBy:
    
    /s/ Lorri J. WhiteName:
    
    Lorri J. WhiteTitle:
    
    Vice President
 -14-




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NRP (Operating) LLC
    
    Second Amendment
  The Northwestern Mutual Life Insurance CompanyBy:
    /s/ David A. BarrasName:
    David A. BarrasTitle:
    its Authorized Representative -15-




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NRP (Operating) LLC
    
    Second Amendment
  Connecticut General Life Insurance CompanyBy: CIGNA Investments, Inc. (authorized agent)By:
    
    /s/ Debra J. HeightName:
    
    Debra J. HeightTitle:
    
    Managing DirectorLife Insurance Company of North AmericaBy: CIGNA Investments, Inc. (authorized agent)By:
    
    /s/ Debra J. HeightName:
    
    Debra J. HeightTitle:
    
    Managing Director
 -16-




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NRP (Operating) LLC
    
    Second Amendment
  CUNA Mutual Life Insurance CompanyCUNA Mutual Insurance SocietyCUMIS Insurance Society, Inc.MEMBERS Life Insurance CompanyBy:
    
    MEMBERS Capital Advisors, Inc.,
acting as Investment AdvisorBy:
    
    /s/ James E. McDonald, Jr.Name:
    
    James E. McDonald, Jr.Title:
    
    Director, Private Placements
 -17-




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NRP (Operating) LLC
    
    Second Amendment
  Sun Life Assurance Company of Canada     (U.S.)
(successor by merger to Keyport     Life Insurance CompanyByName:Title:ByName:Title:Sun Life Assurance Company of CanadaByName:Title:ByName:Title: -18-




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NRP (Operating) LLC
    
    Second Amendment
  Life Insurance Company of the SouthwestBy:
    /s/ R. Scott HigginsName:
    R. Scott HigginsTitle:
    Vice President
Sentinel Asset Management -19-




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NRP (Operating) LLC
    
    Second Amendment
  Mutual of Omaha Insurance CompanyBy:
    /s/ Curtis R. CaldwellName:
    Curtis R. CaldwellTitle:
    Vice PresidentUnited of Omaha Life Insurance CompanyBy:
    /s/ Curtis R. CaldwellName:
    Curtis R. CaldwellTitle:
    Vice President -20-




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NRP (Operating) LLC
    
    Second Amendment
  Jefferson-Pilot Life Insurance CompanyBy:
    
    Delaware Investment Advisers, a
series of Delaware Management Business Trust, Attorney-In-FactByName:Title:Jefferson-Pilot Financial Insurance CompanyBy:
    
    Delaware Investment Advisers, a
series of Delaware Management Business Trust, Attorney-In-FactByName:Title:
 -21-




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NRP (Operating) LLC
    
    Second Amendment
  Protective Life Insurance CompanyBy:
    /s/ Vita PadalinoName:
    Vita PadalinoTitle:
    VP, Investments -22-




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NRP (Operating) LLC
    
    Second Amendment
  Pacific Life Insurance CompanyBy:
    /s/ Cathy SchwartzName:
    Cathy SchwartzTitle:
    Assistant Vice PresidentBy:
    /s/ Diane W. DalesName:
    Diane W. DalesTitle:
    Assistant Secretary -23-




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NRP (Operating) LLC
    
    Second Amendment
  American United Life Insurance CompanyBy
    
    /s/ Kent R. AdamsName: Kent R. AdamsTitle: V.P. Fixed Income SecuritiesThe State Life Insurance CompanyBy:
    
    American United Life Insurance Company, Its
AgentBy
    
    /s/ Kent R. AdamsName: Kent R. AdamsTitle: V.P. Fixed Income SecuritiesFarm Bureau Mutual Insurance Company of MichiganBy:
    
    American United Life Insurance Company, Its
AgentBy
    
    /s/ Kent R. AdamsName: Kent R. AdamsTitle: V.P. Fixed Income SecuritiesPioneer Mutual Life Insurance CompanyBy:
    
    American United Life Insurance Company, Its
AgentBy
    
    /s/ Kent R. AdamsName: Kent R. AdamsTitle: V.P. Fixed Income Securities
 -24-




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NRP (Operating) LLC
    
    Second Amendment
  American Equity Investment Life Insurance Company
 By:
    /s/ Rachel S. StaufferName:
    Rachel S. StaufferTitle:
    Vice President-Investments -25-




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NRP (Operating) LLC
    
    Second Amendment
  State of Wisconsin Investment Board
 By:
    /s/ Christopher P. PrestigiacomoName:
    Christopher P. PrestigiacomoTitle:
    Portfolio Manager -26-




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NRP (Operating) LLC
    
    Second Amendment
  Bankers Life and Casualty Company  Conseco Life Insurance Company  Conseco Senior Health Insurance Company  Conseco Health Insurance Company  Washington National Insurance Company
  By:
    /s/ Edwin FerrellName:
    Edwin FerrellTitle:
    Senior Vice President -27-




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NRP (Operating) LLC
    
    Second Amendment
  EquiTrust Life Insurance Company
 By:
    /s/ Herman L. RivaName:
    Herman L. RivaTitle:
    Senior Portfolio Manager Farm Bureau Life Insurance Company
 By:
    /s/ Herman L. RivaName:
    Herman L. RivaTitle:
    Senior Portfolio Manager -28-




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NRP (Operating) LLC
    
    Second Amendment
  Beneficial Life Insurance CompanyBy:Name:Title: -29-




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NRP (Operating) LLC
    
    Second Amendment
  National Life Insurance CompanyBy:
    /s/ R. Scott HigginsName:
    R. Scott HigginsTitle:
    Vice President, Sentinel Asset Management -30-




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##### 



Outstanding Principal Amount ($)Name of Holder
    
    of 2003, 2005 and 2007 Notes Held as ofMarch 28, 2007Series A
    
    
    Series B
    
    Series C

    Series D
    
    
    Series ETeachers Insurance and
Annuity Association of
America
    
    $
    12,525,000
    
    
    $
    7,731,250
    
    
    $
    7,500,000
    
    
    $
    21,000,000Farmers New World Life
Insurance
    
    
    
    
    
    $
    4,716,062.50The Northwestern Mutual
Life Insurance Company
    
    $
    14,195,000
    
    
    
    
    
    
    $
    9,000,000
    
    
    $
    11,000,000
    
    
    $
    17,000,000Massachusetts Mutual Life
Insurance Company
    
    $
    8,099,500
    
    
    $
    6,697,195.31
    
    
    $
    3,750,000
    
    
    $
    8,400,000C.M. Life Insurance Company
    
    $
    1,503,000
    
    
    $
    1,497,929.69
    
    
    $
    750,000
    
    
    $
    900,000Gerlach & Co. (as nominee
of MassMutual Asia Limited)
    
    $
    835,000
    
    
    
    
    
    
    
    
    
    
    $
    700,000Sun Life Insurance Company
(U.S.) (successor by merger
to Keyport Life Insurance
Company)
    
    $
    10,020,000
    
    
    
    
    
    
    $
    2,500,000Sun Life Assurance Company
of Canada
    
    
    
    
    
    $
    6,571,562.50New York Life Insurance
Company
    
    
    
    
    
    $
    7,344,687.50
    
    
    $
    4,000,000
    
    
    $
    2,500,000
    
    
    $
    10,500,000New York Life Insurance and
Annuity Corporation
    
    
    
    
    
    $
    3,865,625
    
    
    $
    2,000,000
    
    
    $
    1,500,000
    
    
    $
    13,500,000Jefferson-Pilot Life
Insurance Company
    
    
    
    
    
    $
    8,890,937.50
    
    
    
    
    
    
    $
    5,000,000Jefferson-Pilot Financial
Insurance Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,000,000
 Schedule I




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Outstanding Principal Amount ($)Name of Holder
    
    of 2003, 2005 and 2007 Notes Held as ofMarch 28, 2007Series A
    
    
    Series B
    
    
    Series C
    
    
    Series D
    
    
    Series EAmerican United Life
Insurance Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,000,000
    
    
    $
    4,000,000The State Life Insurance
Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    500,000
    
    
    $
    2,500,000Pioneer Mutual Life
Insurance Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    500,000Farm Bureau Mutual
Insurance Company of
Michigan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,500,000Cudd & Co. (as nominee of
Farm Bureau Life Insurance
Company)
    
    
    
    
    
    
    
    
    
    $
    4,000,000EquiTrust Life Insurance
Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,000,000National Life Insurance
Company
    
    $
    2,087,500Life Insurance Company of
the Southwest
    
    
    
    
    
    
    
    
    
    $
    1,500,000
    
    
    
    
    
    
    $
    10,000,000TFINN (as nominee of
Beneficial Life Insurance
Company)
    
    $
    835,000Pru & Co.
    
    
    
    
    
    $
    14,534,750
    
    
    
    
    
    
    $
    8,080,000Physicians Mutual Insurance
Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,920,000The Prudential Insurance
Company of America
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    33,500,000Prudential Arizona
Reinsurance Captive Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,500,000
 I-2




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Outstanding Principal Amount ($)Name of Holder
    
    of 2003, 2005 and 2007 Notes Held as ofMarch 28, 2007Series A
    
    
    Series B
    
    
    Series C
    
    
    Series D
    
    
    Series EUniversal Prudential
Arizona Reinsurance Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000,000Mutual of Omaha Insurance
Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000,000United of Omaha Life
Insurance Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,000,000AIG Annuity Insurance
Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,000,000Merit Life Insurance Co.
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000,000
    
    
    $
    5,000,000The United States Life
Insurance Company in the
City of New York
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,000,000The Variable Annuity Life
Insurance Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,000,000Hare & Co. (as nominee of
Indianapolis Life Insurance
Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,000,000Hare & Co. (as nominee of
American Investors Life
Insurance Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,000,000Hare & Co. (as nominee of
AmerUs Life Insurance
Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,000,000CIG & CO. (as nominee of
Connecticut General Life
Insurance Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,000,000
 I-3




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Outstanding Principal Amount ($)Name of Holder
    
    of 2003, 2005 and 2007 Notes Held as ofMarch 28, 2007Series A
    
    
    Series B
    
    
    Series C
    
    
    Series D
    
    
    Series ECIG & CO. (as nominee of
Life Insurance Company of
North America)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,000,000TURNKEYS + CO (as nominee
of CUNA Mutual Insurance
Society)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,600,000TURNSPEED + CO (as nominee
of CUNA Mutual Life
Insurance Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,400,000TURNJETTY + CO (as nominee
of CUMIS Insurance Society,
Inc.)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,800,000TURNLAUNCH + CO (as nominee
of MEMBERS Life Insurance
Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,200,000Hare & Co. (nominee of
Protective Life Insurance
Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,000,000Mac & Co. (as nominee of
Pacific Life Insurance Co.)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,000,000CHIMEFISH & CO (as nominee
of American Equity
Investment Life Insurance
Co.)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,000,000State of Wisconsin
Investment Board
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000,000
 I-4




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Outstanding Principal Amount ($)Name of Holder
    
    of 2003, 2005 and 2007 Notes Held as ofMarch 28, 2007Series A
    
    
    Series B
    
    
    Series C
    
    
    Series D
    
    
    Series EHare & Co. (as nominee of
Bankers Life and Casualty
Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,000,000Hare & Co. (as nominee of
Conseco Life insurance
Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    500,000Hare & Co. (as nominee of
Conseco Senior Health
Insurance Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    500,000Hare & Co. (as nominee of
Conseco Health Insurance
Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    500,000Hare & Co. (as nominee of
Washington National
Insurance Company)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    500,000Total:
    
    $
    50,100,000
    
    
    $
    61,850,000
    
    
    $
    35,000,000
    
    
    $
    100,000,000
    
    
    $
    225,000,000
 I-5