exv4w1






Exhibit 4.1




Execution Version




 





NRP (Operating) LLC




 






Third Supplement to Note Purchase Agreements




Dated as of March 25, 2009




Re:     $150,000,000 8.38% Senior Notes, Series F,



Due March 25, 2019




$50,000,000 8.92% Senior Notes, Series G,

Due March 25, 2024




 





 









 






NRP (Operating) LLC

601 Jefferson, Suite 3600

Houston, Texas 77002




Dated as of

March 25, 2009



To the Purchaser(s) named in

Schedule A hereto




Ladies and Gentlemen:



     This Third Supplement to Note Purchase Agreements (this “Supplement” or “Third Supplement") is
among NRP (Operating) LLC, a Delaware limited liability company (the “Company"), and the
institutional investors named on Schedule A attached hereto (the “Purchasers").



     Reference is hereby made to the separate and several Note Purchase Agreements, each dated as
of June 19, 2003, as amended and supplemented from time to time (the “Note Purchase
Agreements"), between the Company and the respective purchasers listed on Schedule A thereto. All
capitalized terms not otherwise defined herein shall have the same meaning as specified in the Note
Purchase Agreements. Reference is further made to Section 4.13 of the Note Purchase Agreements
which requires that, prior to the delivery of any Additional Notes, the Company and each Additional
Purchaser shall execute and deliver a Supplement.



     The Company hereby agrees with the Purchasers as follows:



     1. Authorization of Notes. The Company has authorized the issue and sale of (i) $150,000,000
aggregate principal amount of its 8.38% Senior Notes, Series F, due March 25, 2019 (the “Series F
Notes"), and (ii) $50,000,000 aggregate principal amount of its 8.92% Senior Notes, Series G, due
March 25, 2024 (the “Series G Notes", and together with the Series F Notes, the “2009 Notes"). The
2009 Notes, together with the Notes previously issued pursuant to the Note Purchase Agreements and
each series of Additional Notes which may from time to time hereafter be issued pursuant to the
provisions of Section 2.2 of the Note Purchase Agreements, are collectively referred to as the
“Notes” (such term shall also include any such notes issued in substitution therefor pursuant to
Section 13 of the Note Purchase Agreements). The 2009 Notes shall be substantially in the form set
out in Exhibits 1-A and 1-B hereto, respectively, with such changes therefrom, if any, as may be
approved by the Purchaser(s) and the Company.



     The interest rate on each of the 2009 Notes is subject to periodic adjustment as provided
therein.



     2. Sale and Purchase of Notes. Subject to the terms and conditions hereof and as set forth in
the Note Purchase Agreements and on the basis of the representations and warranties hereinafter set
forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser



 









 





			
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agrees to
purchase from the Company, 2009 Notes in the principal amount and of the respective series and set
forth opposite such Purchaser’s name on Schedule A hereto at a price of 100% of the principal
amount thereof on the closing date hereafter mentioned.




     3. Closing. The sale and purchase of the 2009 Notes to be purchased by each Purchaser shall
occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at
10:00 a.m. Chicago time, at a closing (the “Closing") on March 25, 2009 or, on such other
Business Day thereafter on or prior to March 27, 2009, as may be agreed upon by the Company and the
Purchasers. At the Closing, the Company will deliver to each Purchaser the 2009 Notes of each
series to be purchased by such Purchaser in the form of a single 2009 Note (or such greater number
of 2009 Notes of the appropriate series in denominations of at least $250,000 as such Purchaser may
request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of
such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number 01561106604 at The
Huntington National Bank, 919 Fifth Avenue, Huntington, West Virginia 25701, ABA Number 044000024.
If at the Closing the Company shall fail to tender such 2009 Notes to any Purchaser as provided
above in this Section 3, or any of the conditions specified in Section 4 shall not have been
fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be
relieved of all further obligations under this Supplement, without thereby waiving any rights such
Purchaser may have by reason of such failure or such nonfulfillment.



     4. Conditions to Closing. The obligation of each Purchaser to purchase and pay for the 2009
Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s
satisfaction, prior to such Closing, of the conditions set forth in Section 4 of the Note Purchase
Agreements (but adjusted to reflect the 2009 Notes to be purchased at such Closing), except that
the representations and warranties set forth in Section 5 of the Note Purchase Agreements and
Section 5 of the Subsidiary Guarantee shall be modified as set forth in Exhibit A hereto.



     5. Required Prepayments. The Company will prepay the 2009 Notes on the dates and in the
principal amounts as set forth on Schedule 5 attached hereto at par and without payment of the
Make-Whole Amount or any premium, provided that upon any partial prepayment or purchase of the 2009
Notes pursuant to Sections 6, 7 or 8 of this Supplement, the principal amount of each required
prepayment of the 2009 Notes becoming due under this Section 5 of this Supplement on and after the
date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid
principal amount of the 2009 Notes is reduced as a result of such prepayment or purchase.



     6. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice
as provided below, prepay at any time after the Closing all, or from time to time any part of, the
2009 Notes, in an aggregate principal amount not less than $5,000,000, in the case of
a partial prepayment, at 100% of the principal amount so prepaid, plus the applicable Make-Whole
Amount with respect to the 2009 Notes determined for the prepayment date with respect to such
principal amount. The Company will give each holder of 2009 Notes written notice of



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each optional
prepayment under this Section 6 of this Supplement not less than 30 days and not more than 60 days
prior to the date fixed for such prepayment. Each such notice shall specify such date, the
aggregate principal amount of the 2009 Notes to be prepaid on such date, the principal amount of
each 2009 Note held by such holder to be prepaid (determined in accordance with Section 9 of this
Supplement), and the interest to be paid on the prepayment date with respect to such principal
amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to
the estimated Make-Whole Amount with respect to the 2009 Notes due in connection with such
prepayment (calculated as if the date of such notice were the date of the prepayment), setting
forth the details of such computation. Two Business Days prior to such prepayment, the Company
shall deliver to each holder of 2009 Notes a certificate of a Senior Financial Officer specifying
the calculation of such Make-Whole Amount as of the specified prepayment date.




     7. Prepayment in Connection with Asset Dispositions. (a) Subject to subparagraph (b) below,
in the event of any Debt Prepayment Application pursuant to Section 10.7 of the Note Purchase
Agreements, the Company shall offer to prepay each outstanding 2009 Note in a principal amount
which equals the 2009 Ratable Portion (as defined below) for such 2009 Note (which offer shall be
in writing and shall offer to make such prepayment on a Business Day which is not less than 30 and
not more than 60 days after the date of the notice of offer (the “Disposition Prepayment Date")),
together with accrued interest thereon to the date of such prepayment. Each holder of a 2009 Note
shall notify the Company of such holder’s acceptance or rejection of such offer within 10 Business
Days of receipt thereof by giving notice of such acceptance or rejection to the Company, provided,
however, that any holder who fails to so notify the Company within 10 Business Days of receipt of
the notice of offer of prepayment shall be deemed to have rejected such offer. The Company shall
prepay on the Disposition Prepayment Date the 2009 Ratable Portion of each 2009 Note held by a
holder who has accepted such offer in accordance with this Section 7, together with accrued
interest thereon to the date of such prepayment (but without the Make-Whole Amount). The term
“2009 Ratable Portion” for any 2009 Note means, with respect to a Debt Prepayment Application, an
amount equal to the product of (x) the Net Proceeds Amount being applied to the payment of Senior
Debt multiplied by (y) a fraction the numerator of which is the outstanding principal amount of
such 2009 Note and the denominator of which is the sum of (i) the aggregate principal amount of the
2009 Notes, plus (without duplication) (ii) the aggregate principal amount of any other Senior Debt
that is being paid as part of such Debt Prepayment Application.



     (b) In connection with a Debt Prepayment Application pursuant to Section 13(d) of this
Supplement where the aggregate Disposition Value of all property subject to one or more Asset
Dispositions from and after the date of Closing (as defined in Section 3 of this Supplement)
exceeds 35% of Consolidated Total Assets, as determined in accordance with said Section 13(d) (the
percentage of such Disposition Value in excess of said 35% being referred to as the “Excess
Disposition Value Percentage” and the Net Proceeds Amount derived from such Excess Disposition
Value Percentage being referred to as the “Second Level Net Proceeds Amount”), the Company shall
apply the Second Level Net Proceeds Amount to prepay each outstanding Note
of Series A-G, inclusive, in a principal amount equal to the product of (x) the Second Level Net
Proceeds Amount being applied to the payment of Senior Debt multiplied by (y) a fraction the
numerator of which is the outstanding principal amount of such Note and the denominator of



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which is
the sum of (i) the aggregate principal amount of the Notes of Series A-G, inclusive, plus (without
duplication) (ii) the aggregate principal amount of any other Senior Debt that is being paid as
part of such Debt Prepayment Application. Each such prepayment of Series A through G Notes
pursuant to this subparagraph (b) shall be pursuant to and in accordance with the terms of Section
8.2 of the Note Purchase Agreements with respect to the Series A, B and C Notes, Section 6 of the
First Supplement dated as of July 19, 2005 with respect to the Series D Notes, Section 6 of the
Second Supplement dated as of March 28, 2007 with respect to the Series E Notes and Section 6 of
this Supplement with respect to the Series F and G Notes.




     8. Prepayment in Connection with Change in Control.



     (a) Notice of Change in Control or Control Event. The Company will, within five (5) Business
Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or
Control Event, give written notice (the “Change of Control Notice") of such Change in Control or
Control Event to each holder of 2009 Notes unless notice in respect of such Change in Control (or
the Change of Control contemplated by such Control Event) shall have been given pursuant to
subparagraph (c) of this Section 8 of this Supplement. Such Change of Control Notice shall contain
and constitute an offer to prepay the 2009 Notes as described in Section 8(c) of this Supplement
and shall be accompanied by the certificate described in Section 8(g) of this Supplement.



     (b) Condition to Company Action. The Company will not take any action that consummates or
finalizes a Change in Control unless (i) at least 30 days prior to such action it shall have given
to each holder of 2009 Notes written notice containing and constituting an offer to prepay the 2009
Notes as described in subparagraph (c) of this Section 8 of this Supplement, accompanied by the
certificate described in subparagraph (g) of this Section 8 of this Supplement, and (ii)
contemporaneously with such action, it prepays all 2009 Notes required to be prepaid in accordance
with this Section 8 of this Supplement.



     (c) Offer to Prepay Notes. The offer to prepay 2009 Notes contemplated by paragraph (a) and
(b) of this Section 8 of this Supplement shall be an offer to prepay, in accordance with and
subject to this Section 8 of this Supplement, all, but not less than all, the 2009 Notes held by
each holder (in this case only, “holder” in respect of any 2009 Note registered in the name of a
nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in
such Change of Control Notice (the “Proposed Prepayment Date"). If such Proposed Prepayment Date
is in connection with an offer contemplated by subparagraph (a) of this Section 8 of this
Supplement, such date shall be not less than 30 days and not more than 120 days after the date of
such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed
Prepayment Date shall be the first Business Day after the 45th day after the date of such offer).



     (d) Acceptance. A holder of 2009 Notes may accept the offer to prepay made pursuant to this
Section 8 of this Supplement by causing a notice of such acceptance to be delivered to the
Company not later than 15 days after receipt by such holder of the most recent offer of prepayment.
A failure by a holder of 2009 Notes to respond to an offer to prepay made pursuant



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to this Section
8 of this Supplement shall be deemed to constitute a rejection of such offer by such holder.




     (e) Prepayment. Prepayment of the 2009 Notes to be prepaid pursuant to this Section 8 of this
Supplement shall be at 100% of the principal amount of the 2009 Notes together with accrued and
unpaid interest thereon. The prepayment shall be made on the Proposed Prepayment Date except as
provided in subparagraph (f) of this Section 8 of this Supplement.



     (f) Deferral Pending Change in Control. The obligation of the Company to prepay Notes
pursuant to the offers required by subparagraph (c) and accepted in accordance with subparagraph
(d) of this Section 8 of this Supplement is subject to the occurrence of the Change in Control in
respect of which such offers and acceptances shall have been made. In the event that such Change
in Control has not occurred on the Proposed Prepayment Date in respect thereof, the prepayment
shall be deferred until, and shall be made on, the date on which such Change in Control occurs.
The Company shall keep each holder of 2009 Notes reasonably and timely informed of (i) any such
deferral of the date of prepayment, (ii) the date on which such Change in Control and the
prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect
such Change in Control have ceased or been abandoned (in which case the offers and acceptances made
pursuant to this Section 8 of this Supplement in respect of such Change in Control shall be deemed
rescinded).



     (g) Officer’s Certificate. Each offer to prepay the 2009 Notes pursuant to this Section 8 of
this Supplement shall be accompanied by a certificate, executed by the Senior Financial Officer of
the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii)
that such offer is made pursuant to this Section 8 of this Supplement; (iii) the principal amount
of each 2009 Note offered to be prepaid (which shall be 100% of each such 2009 Note); (iv) the
interest that would be due on each 2009 Note offered to be prepaid, accrued to the Proposed
Prepayment Date; (v) that the conditions of this Section 8 of this Supplement have been fulfilled;
and (vi) in reasonable detail, the nature and date or proposed date of the Change in Control.



     (h) Certain Definitions. “Change in Control” shall be deemed to have occurred if




     (i) the Parent ceases to own directly all of the membership interests of the Company,




     (ii) the General Partner ceases to own directly all of the general partner interests of
the Parent, or




     (iii) Corbin J. Robertson, Jr., the WPP Group, NRP Investment L.P. and/or one
or more of their direct or indirect wholly-owned Subsidiaries cease to own, in the
aggregate, more than 50% of the partnership interests of the General Partner.



     “Control Event” means (i) the execution by the Company or any of its Subsidiaries or
Affiliates of any agreement or letter of intent with respect to any proposed transaction or event



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or series of transactions or events which, individually or in the aggregate, may reasonably be
expected to result in a Change in Control, or





     (ii) the execution of any written agreement which, when fully performed by the parties
thereto, would result in a Change in Control.



     (ii) All calculations contemplated in this Section 8 of this Supplement involving the capital
stock, limited liability company or other equity interest of any Person shall be made with the
assumption that all convertible securities of such Person then outstanding and all convertible
securities issuable upon the exercise of any warrants, options and other rights outstanding at such
time were converted at such time and that all options, warrants and similar rights to acquire
shares of capital stock or limited liability company or other equity interest of such Person were
exercised at such time.



     9. Allocation of Partial Prepayments. (a) In the case of each partial prepayment of a series
of 2009 Notes pursuant to Section 5 of this Supplement, the principal amount of such series of 2009
Notes to be prepaid shall be allocated among all of such series of 2009 Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof.



     (b) In the case of each partial prepayment of the 2009 Notes pursuant to Section 6 of this
Supplement, the principal amount of the 2009 Notes to be prepaid shall be allocated among all of
the 2009 Notes at the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for prepayment.



     10. Maturity; Surrender, Etc. In the case of each prepayment of 2009 Notes pursuant to
Sections 5, 6, 7 or 8 of this Supplement, the principal amount of each 2009 Note to be prepaid
shall mature and become due and payable on the date fixed for such prepayment, together with
interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall fail to pay such principal amount when so
due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any 2009 Note paid or prepaid in full shall be
surrendered to the Company and cancelled and shall not be reissued, and no 2009 Note shall be
issued in lieu of any prepaid principal amount of any 2009 Note.



     11. Purchase of Notes. The Company will not and will not permit any Affiliate to purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding 2009 Notes
except upon the payment or prepayment of the 2009 Notes in accordance with the terms of the Note
Purchase Agreements, this Supplement and the 2009 Notes. The Company will promptly cancel all 2009
Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of 2009 Notes
pursuant to any provision of the Note Purchase Agreements or this Supplement and no 2009 Notes may
be issued in substitution or exchange for any such 2009 Notes.



     12. Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any 2009 Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining



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Scheduled Payments
with respect to the Called Principal of such 2009 Note over the amount of such Called Principal,
provided that the Make-Whole Amount may in no event be less than zero. For the purposes of
determining the Make-Whole Amount, the following terms have the following meanings:





     “Called Principal” means, with respect to any 2009 Note, the principal of such 2009
Note that is to be prepaid pursuant to Section 6 of this Supplement or has become or is
declared to be immediately due and payable pursuant to Section 12.1 of the Note Purchase
Agreements, as the context requires.




     “Discounted Value” means, with respect to the Called Principal of any 2009 Note, the
amount obtained by discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which interest on the 2009 Notes is
payable) equal to the Reinvestment Yield with respect to such Called Principal.




     “Reinvestment Yield” means, with respect to the Called Principal of any 2009 Note, .50%
over the yield to maturity implied by (i) the yields reported as of 10:00 A.M. (New York
City time) on the second Business Day preceding the Settlement Date with respect to such
Called Principal, on the display designated as “Page PX1” (or such other display as may
replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively
traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not
reported as of such time or the yields reported as of such time are not ascertainable
(including by way of interpolation), the Treasury Constant Maturity Series Yields reported,
for the latest day for which such yields have been so reported as of the second Business Day
preceding the Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury
securities having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. In the case of each determination under clause (i) or
clause (ii), as the case may be, of the preceding paragraph, such implied yield will be
determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent
yields in accordance with accepted financial practice and (b) interpolating linearly between
(1) the applicable U.S. Treasury security with the maturity closest to and greater than such
Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity
closest to and less than such Remaining Average Life. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the interest rate of the applicable
2009 Note.




     “Remaining Average Life” means, with respect to any Called Principal, the number of
years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) the principal
component of each Remaining Scheduled Payment with respect to such Called Principal by
(b) the number of years (calculated to the nearest one-twelfth year) that will elapse



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between the Settlement Date with respect to such Called Principal and the scheduled due date
of such Remaining Scheduled Payment.




     “Remaining Scheduled Payments” means, with respect to the Called Principal of any 2009
Note, all payments of such Called Principal of such series and interest thereon that would
be due after the Settlement Date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date, provided that if such Settlement
Date is not a date on which interest payments are due to be made under the terms of the 2009
Notes of such series, then the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued to such Settlement Date and required to be paid
on such Settlement Date pursuant to Section 6 of this Supplement or Section 12.1 of the Note
Purchase Agreements. Solely for purposes of determining the “Remaining Scheduled Payments,”
the interest rate for the Series F Notes shall be deemed to be 8.38% per annum and for the
Series G Notes shall be deemed to be 8.92% per annum.




     “Settlement Date” means, with respect to the Called Principal of any 2009 Note, the
date on which such Called Principal is to be prepaid pursuant to Section 6 of this
Supplement or has become or is declared to be immediately due and payable pursuant to
Section 12.1 of the Note Purchase Agreements, as the context requires.



     13. Additional Covenants. In addition to and without limiting the covenants in Section 9 and
10 of the Note Purchase Agreements, the Company covenants that so long as any of the 2009 Notes are
outstanding:



     (a) The Company will not and will not permit any Subsidiary to (a) become a Person described
or designated in the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage in any dealings or
transactions with any such Person. “Anti-Terrorism Order” shall have the meaning set forth in
Section 5.16 in Exhibit A to this Supplement.



     (b) Notwithstanding Sections 10.3 or 10.4 of the Note Purchase Agreements or any other
provision of the Note Purchase Agreements, the Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the
happening of a contingency or otherwise) any Lien on any property of the Company or any Subsidiary
which may otherwise be permitted by Section 10.3 of the Note Purchase Agreements, to secure any
amounts owed or outstanding under the Bank Agreement unless the Notes and the Note Purchase
Agreements are also concurrently equally and ratably secured pursuant to documentation satisfactory
to the Required Holders.



     (c) The Company will not permit as of the end of each fiscal quarter, the ratio of
Consolidated Debt (determined as of such fiscal quarter end date) to Consolidated EBITDDA
(determined as of such fiscal quarter end date for the twelve months then ended), to exceed
4.00:1.00.



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     (d) Except as permitted under Section 10.2 of the Note Purchase Agreements, the Company will
not, and will not permit any of its Subsidiaries to, make any Asset Disposition unless:




     (i) in the good faith opinion of the Company or Subsidiary making the Asset
Disposition, the Asset Disposition is in exchange for consideration having a fair market
value at least equal to that of the property exchanged;




     (ii) immediately after giving effect to the Asset Disposition, no Default or Event of
Default would exist;




     (iii) immediately after giving effect to such Asset Disposition, the Company could
incur at least $1.00 of additional Funded Debt pursuant to Section 10.6(a)(iii) of the Note
Purchase Agreements; and




     (iv) the sum of (i) the Disposition Value of the property subject to such Asset
Disposition, plus (ii) the aggregate Disposition Value for all other property that was the
subject of an Asset Disposition occurring on or after the date of Closing (as defined in
Section 3 of this Supplement) would not exceed 35% of Consolidated Total Assets determined
as of the end of the most recently ended calendar month preceding such Asset Disposition.



     To the extent that the Net Proceeds Amount consisting of cash for any Transfer to a Person
other than the Company or Subsidiary is applied to a Debt Prepayment Application or applied or
committed to be applied to a Property Reinvestment Application within one year after such Transfer
(and if so committed, in fact applied within twelve (12) months of such commitment), then such
Transfer (or, if less than all such Net Proceeds Amount is applied as contemplated hereinabove, the
pro rata percentage thereof which corresponds to the Net Proceeds Amount so applied), only for the
purpose of determining compliance with subsection (iv) of this Section 13(d) as of any date, shall
be deemed not to be an Asset Disposition. Further, for purposes of Section 7(b) and this Section
13(d), a Transfer of property consisting of timber shall be deemed not to be an Asset Disposition
so long as the aggregate Disposition Value of such property subject of a Transfer from and after
the date of Closing (as defined in Section 3 of this Supplement) does not exceed $30,000,000.


In accordance with the proviso to Section 2.2(ii) of the Note Purchase Agreements, the covenants
set forth in this Section 13 shall inure to the benefit of all holders of Notes so long as the 2009
Notes issued pursuant to this Third Supplement remain outstanding. A default by the Company in the
performance of or compliance with any of Section 13(b), (c) or (d) above shall be deemed to be an
Event of Default under Section 11(c) of the Note Purchase Agreements, for all purposes under the
Note Purchase Agreements and under this Supplement.




     14. Representations and Warranties of the Purchasers. (a) Each Purchaser represents and
warrants that the representations and warranties set forth in Section 6.1 of the Note Purchase
Agreements are true and correct on the date hereof with respect to the purchase of the 2009 Notes
by such Purchaser.



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     (b) Each Purchaser severally represents that at least one of the following statements is an
accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay
the purchase price of the 2009 Notes to be purchased by such Purchaser hereunder:




     (i) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement")) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or




     (ii) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are
not affected in any manner by the investment performance of the separate account; or




     (iii) the Source is either (A) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (B) a bank collective investment fund, within the meaning of the PTE
91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (iii), no employee benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets allocated to such pooled
separate account or collective investment fund; or




     (iv) the Source constitutes assets of an “investment fund” (within the meaning of Part
V of PTE 84-14 (the “QPAM Exemption")) managed by a “qualified professional asset manager”
or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, as of the last day of its most recent calendar quarter, the QPAM does not own a
10% or more interest in the Company and no person controlling or controlled by the QPAM
(applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or
more interest in the Company (or less than 20% but greater than 10%, if such person
exercises control over the management or policies of the Company by reason of its ownership
interest) and



-10-









 





			
	NRP (Operating) LLC
	 	Third Supplement







(A) the identity of such QPAM and (B) the names of all employee benefit plans whose assets
are included in such investment fund have been disclosed to the Company in writing pursuant
to this clause (iv); or




     (v) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption")) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption)
owns a 5% or more interest in the Company and (A) the identity of such INHAM and (B) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Company in writing pursuant to this clause (v); or




     (vi) the Source is a governmental plan; or




     (vii) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Company in writing pursuant to this clause (vii); or




     (viii) the Source does not include assets of any employee benefit plan, other than a
plan exempt from the coverage of ERISA.



     15. Compliance with Note Purchase Agreements. The Company and each Purchaser agree to be
bound by and comply with the terms and provisions of the Note Purchase Agreements as fully and
completely as if such Purchaser were an original signatory to the Note Purchase Agreements.



     16. Governing Law. This Supplement shall be governed by and construed in accordance with the
laws of the State of New York, excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such State.



[Signature Page Follows]





-11-











 





			
	NRP (Operating) LLC
	 	Third Supplement






     The execution hereof shall constitute a contract between the Company and the Purchaser(s) for
the uses and purposes hereinabove set forth, and this agreement may be executed in any number of
counterparts, each executed counterpart constituting an original but all together only one
agreement.



	 	 	 	 	 
	 	 	NRP (Operating) LLC
	 
	 	 	 	 
	 

	 	By
	 	/s/ Dwight L. Dunlap
	 

	 	 	 	     Name: Dwight L. Dunlap
	 

	 	 	 	     Title: Chief Financial Officer and
Treasurer






     Each of the undersigned Subsidiary Guarantors hereby acknowledges, approves and agrees to the
foregoing Third Supplement as of the date aforesaid and confirms and ratifies its obligations under
the Subsidiary Guarantee dated June 19, 2003, as amended, modified or supplemented (the “Subsidiary
Guarantee”) and acknowledges and agrees that its obligations under the Subsidiary Guarantee extend
to and include, without limitation, all obligations of the Company to the Purchasers under the Note
Purchase Agreements and the 2009 Notes. The terms and provisions of the Subsidiary Guarantee are
hereby incorporated herein in their entirety as if such terms and provisions were actually set
forth herein and each Subsidiary Guarantor hereby makes the representations and warranties,
agreements and covenants in, and agrees to be bound by all the terms of, such terms and provisions.



	 	 	 	 	 	 	 
	 	 	WPP LLC
	 	 	ACIN LLC
	 	 	WBRD LLC
	 	 	Hod LLC
	 	 	Shepard Boone Coal Company LLC
	 	 	Gatling Mineral, LLC
	 	 	Independence Land Company, LLC
	 	 	Williamson Transport, LLC
	 	 	Little River Transport, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	NRP (Operating) LLC, as the Sole 

Member of each of the above named 

Subsidiary
Guarantors
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Dwight L. Dunlap
	 

	 	 	 	 	 	Name: Dwight L. Dunlap
	 

	 	 	 	 	 	Title: Chief Financial Officer and
Treasurer






 









 





			
	NRP (Operating) LLC
	 	Third Supplement






Accepted as of the date first written above.




	 	 	 	 	 	 	 
	 	 	Gateway Recovery Trust
	 
	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment Management, Inc., as
Asset Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Brian N. Thomas
	 

	 	 	 	 	 	Name: Brian N. Thomas
	 

	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 	 	Prudential Retirement Insurance and Annuity
Company
	 
	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment Management, Inc., as
investment manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Brian N. Thomas
	 

	 	 	 	 	 	Name: Brian N. Thomas
	 

	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 	 	Pruco Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Brian N. Thomas

Name: Brian N. Thomas

Title: Vice President
	 
	 	 	 	 	 	 
	 	 	The Prudential Insurance Company of
America
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Brian N. Thomas

Name: Brian N. Thomas

Title: Vice President






-2-









 





			
	NRP (Operating) LLC
	 	Third Supplement






	 	 	 	 	 	 	 
	 	 	Prudential Retirement Guaranteed Cost

     Business Trust
	 
	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment Management, Inc., as
investment manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Brian N. Thomas
	 

	 	 	 	 	 	Name: Brian N. Thomas
	 

	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 	 	Forethought Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By:	 	Prudential Private Placement Investors,
L.P. (as Investment Advisor)
	 
	 	 	 	 	 	 
	 	 	By:	 	Prudential Private Placement Investors,
Inc. (as its General Partner)
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Brian N. Thomas

Name: Brian N. Thomas

Title: Vice President






-3-









 





			
	NRP (Operating) LLC
	 	Third Supplement






Accepted as of the date first written above.




	 	 	 	 	 	 	 
	 	 	John Hancock Life Insurance Company
(U.S.A.)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Stacey P. Agretelis

Name: Stacey P. Agretelis

Title: Authorized Signatory
	 
	 	 	 	 	 	 
	 	 	John Hancock Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Stacey P. Agretelis

Name: Stacey P. Agretelis

Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	John Hancock Variable Life Insurance

Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Stacey P. Agretelis

Name: Stacey P. Agretelis

Title: Authorized Signatory
	 
	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank, not individually

     but solely in its capacity as Directed

     Trustee for the SBC Master Pension Trust
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Amy L. Schneeberger

Name: Amy L. Schneeberger

Title: Vice President






-4-









 





			
	NRP (Operating) LLC
	 	Third Supplement






Accepted as of the date first written above.




	 	 	 	 	 	 	 
	 	 	The Guardian Life Insurance Company of
America
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Brian Keating

Name: Brian Keating

Title: Managing Director
	 
	 	 	 	 	 	 
	Accepted as of the date first written above.
	 
	 	 	 	 	 	 
	 	 	Connecticut General Life Insurance
Company
	 
	 	 	 	 	 	 
	 	 	By:	 	Cigna Investments, Inc.
(authorized agent)
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ David M. Cass

Name: David M. Cass

Title: Managing Director











-5-









 











			
	NRP (Operating) LLC
	 	Third Supplement






Accepted as of the date first written above.




	 	 	 	 	 	 	 
	 	 	Pacific Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Cathy Schwartz

Name: Cathy Schwartz

Title: Assistant Vice President
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Diane W. Dale

Name: Diane W. Dale

Title: Assistant Secretary
	 
	 	 	 	 	 	 
	 	 	Pacific Life and Annuity Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Cathy Schwartz

Name: Cathy Schwartz

Title: Assistant Vice President
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Diane W. Dale

Name: Diane W. Dale

Title: Assistant Secretary
	 
	 	 	 	 	 	 
	Accepted as of the date first written above.
	 
	 	 	 	 	 	 
	 	 	Minnesota Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By:	 	Advantus Capital Management, Inc.
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Kathleen H. Parker

Name: Kathleen H. Parker

Title: Vice President






-6-









 





			
	NRP (Operating) LLC
	 	Third Supplement






Accepted as of the date first written above.




	 	 	 	 	 	 	 
	 	 	State of Wisconsin Investment Board
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Christopher P. Prestigiacomo

Name: Christopher P. Prestigiacomo

Title: Portfolio Manager
	 
	 	 	 	 	 	 
	Accepted as of the date first written above.
	 
	 	 	 	 	 	 
	 	 	Massachusetts Mutual Life Insurance
Company
	 
	 	 	 	 	 	 
	 	 	By:	 	Babson Capital Management LLC,

as Investment Adviser
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ John B. Wheeler

Name: John B. Wheeler 

Title: Managing Director
	 
	 	 	 	 	 	 
	Accepted as of the date first written above.
	 
	 	 	 	 	 	 
	 	 	C.M. Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By:	 	Babson Capital Management LLC,

as Investment Adviser
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ John B. Wheeler

Name: John B. Wheeler

Title: Managing Director






-7-









 





			
	NRP (Operating) LLC
	 	Third Supplement






Accepted as of the date first written above.




	 	 	 	 	 	 	 
	 	 	American Equity Investment Life Insurance

     Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Rachel Stauffer

Name: Rachel Stauffer

Title: Vice President Investments
	 
	 	 	 	 	 	 
	Accepted as of the date first written above.
	 
	 	 	 	 	 	 
	 	 	Mutual of Omaha Insurance Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Justin P. Kavan

Name: Justin P. Kavan

Title: Vice President
	 
	 	 	 	 	 	 
	Accepted as of the date first written above.
	 
	 	 	 	 	 	 
	 	 	Companion Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Justin P. Kavan

Name: Justin P. Kavan 


Title: Authorized Signer
	 
	 	 	 	 	 	 
	Accepted as of the date first written above.
	 
	 	 	 	 	 	 
	 	 	United of Omaha Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Justin P. Kavan

Name: Justin P. Kavan

Title: Vice President






-8-









 





			
	NRP (Operating) LLC
	 	Third Supplement






Accepted as of the date first written above.




	 	 	 	 	 	 	 
	 	 	Senior Health Insurance Company of
Pennsylvania
	 
	 	 	 	 	 	 
	 	 	By:	 	Conning Asset Management Company,

as Investment Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Samuel Otchere

Name: Samuel Otchere

Title: Vice President
	 
	 	 	 	 	 	 
	 	 	Primerica Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By:	 	Conning Asset Management Company,
 as Investment Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Samuel Otchere

Name: Samuel Otchere

Title: Vice President
	 
	 	 	 	 	 	 
	 	 	American Health and Life Insurance
Company
	 
	 	 	 	 	 	 
	 	 	By:	 	Conning Asset Management Company,

as Investment Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Samuel Otchere

Name: Samuel Otchere

Title: Vice President







-9-











 





Information Relating to Purchasers




	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Gateway Recovery Trust

c/o Prudential Investment Management, Inc.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

	 	$	15,000,000	 	 	$	4,770,000	 






Payments



All payments on account of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to:



The Bank of New York

New York, New York

(ABA No.: 021-000-018)

Account No.: 231922

For credit to GLA 211705





Each such wire transfer shall set forth the name of the Company, a reference to “NRP
(Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, Security No. INV11124,
PPN 62963# AF8” and/or “8.92% Senior Notes, Series G, due March 25, 2024, Security No.
INV11124, PPN 62963# AG6” and application (as among principal, interest and Make-Whole
Amount) of the payment being made.



Notices



Address for all notices relating to payments:



Gateway Recovery Trust

c/o The Bank of New York Mellon Corporation

601 Travis, 16th Floor

Houston, TX 77002

Attention: Patty Barbarino, Vice President

Phone: (713) 483-6033

Facsimile: (713) 483-6627

E-mail: patty.barbarino@bankofny.com



with a copy to:




Schedule A

(to Supplement)





 









 







Gateway Recovery Trust

c/o The Bank of New York Mellon Corporation

601 Travis, 16th Floor

Houston, TX 77002

Attention: Lucia Martinez

Phone: (713) 483-6038

Facsimile: (713) 483-6627

E-mail: lucia.martinez@bankofny.com



with a copy to:



Prudential Investment Management, Inc.

c/o Investment Operations Group

Three Gateway Center, 12th Floor

100 Mulberry Street

Newark, NJ 07102-4077

Attention: Manager



Address for all other communications and notices:



Prudential Investment Management, Inc.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director




Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 51-0371876




A-2-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Prudential Retirement Insurance and
	 	$	6,000,000	 	 	$	-0-	 
	 Annuity Company 
	 	$	1,000,000	 	 	 	 	 
	c/o Prudential Capital Group
	 	$	1,000,000	 	 	 	 	 
	2200 Ross Avenue, Suite 4200E
	 	$	1,000,000	 	 	 	 	 
	Dallas, TX 75201
	 	 	 	 	 	 	 	 






Payments



All payments on account of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to:



JPMorgan Chase Bank

New York, NY

ABA No.: 021000021



Account Name: PRIAC

Account No. P86329 (please do not include spaces) in the case of payments on account of
Note No. RF-2 originally issued in the principal amount of $6,000,000;



Account Name: PRIAC — SA — Firestone — Privates

Account No. P86343 (please do not include spaces) in the case of payments on account of
Note No. RF-3 originally issued in the principal amount of $1,000,000;



Account Name: PRIAC — SA — Health Care Service Corp — Privates

Account No. P86341 (please do not include spaces) in the case of payments on account of
Note No. RF-4 originally issued in the principal amount of $1,000,000;



Account Name: PRIAC — SA — Principal Preservation — Privates

Account No. P86345 (please do not include spaces) in the case of payments on account of
Note No. RF-5 originally issued in the principal amount of $1,000,000;





Each such wire transfer shall set forth the name of the Company, a reference to “NRP
(Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, Security No. INV11124,
PPN 62963# AF8” and application (as among principal, interest and Make-Whole Amount) of the
payment being made.



A-3-









 





Notices



Address for all notices relating to payments:



Prudential Retirement Insurance and Annuity Company

c/o Prudential Investment Management, Inc.

Private Placement Trade Management

PRIAC Administration

Gateway Center Four, 7th Floor

100 Mulberry Street

Newark, NJ 07102



Telephone: (973) 802-8107

Facsimile: (888) 889-3832



Address for all other communications and notices:



Prudential Retirement Insurance and Annuity Company

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director




Name of Nominee in which Notes are to be issued: None



Tax Identification No.: 06-1050034




A-4-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Pruco Life Insurance Company
	 	$	3,000,000	 	 	$	-0-	 
	c/o Prudential Capital Group


2200 Ross Avenue, Suite 4200E


Dallas, TX 75201
	 	 	 	 	 	 	 	 







Payments



All payments on account of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to:



JPMorgan Chase Bank

New York, NY

ABA No.: 021-000-021

Account No.: P86192 (please do not include spaces)

Account Name: Pruco Life Private Placement





Each such wire transfer shall set forth the name of the Company, a reference to “NRP
(Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, Security No. INV11124,
PPN 62963# AF8” and application (as among principal, interest and Make-Whole Amount) of the
payment being made.



Notices



Address for all notices relating to payments:



Pruco Life Insurance Company

c/o The Prudential Insurance Company of America

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077

Attention: Manager, Billings and Collections



Address for all other communications and notices:



Pruco Life Insurance Company

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director




A-5-









 







Recipient of telephonic prepayment notices:



Manager, Trade Management Group

Telephone: (973) 367-3141

Facsimile: (888) 889-3832



Name of Nominee in which Notes are to be issued: None



Tax Identification No.: 22-1944557




A-6-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	The Prudential Insurance Company
of America


c/o Prudential Capital Group


2200 Ross Avenue, Suite 4200E


Dallas, Texas 75201

	 	$	2,000,000	 	 	$	10,230,000	 






Payments



All payments on account of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to:



JPMorgan Chase Bank

New York, New York

ABA No.: 021-000-021

Account Name: Prudential Managed Portfolio

Account No.: P86188 (please do not include spaces)





Each such wire transfer shall set forth the name of the Company, a reference to “NRP
(Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, Security No. INV11124,
PPN 62963# AF8” and/or “8.92% Senior Notes, Series G, due March 25, 2024, Security No.
INV11124, PPN 62963# AG6” and application (as among principal, interest and Make-Whole
Amount) of the payment being made.



Notices



Address for all notices relating to payments:



The Prudential Insurance Company of America

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077

Attention: Manager, Billings and Collections



Recipient of telephonic prepayment notices:



Manager, Trade Management Group

Telephone: (973) 367-3141

Facsimile: (888) 889-3832




A-7-









 







Address for all other communications and notices:



The Prudential Insurance Company of America

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director




Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 22-1211670




A-8-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Prudential Retirement Guaranteed
Cost Business Trust
	 	$	1,000,000	 	 	$	-0-	 
	c/o Prudential Capital Group


2200 Ross Avenue, Suite 4200E


Dallas, Texas 75201
	 	 	 	 	 	 	 	 







Payments



All payments on account of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to:



JPMorgan Chase Bank

New York, NY

ABA No.: 021000021

Beneficiary Account Name: North American

Beneficiary Account No.: 9009000168

BBI: Account of Prudential for G09966 PRIAC GC PVT





Each such wire transfer shall set forth the name of the Company, a reference to “NRP
(Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, Security No. INV11124,
PPN 62963# AF8” and application (as among principal, interest and Make-Whole Amount) of the
payment being made.



Notices



Address for all notices relating to payments:



Pru & Co

c/o Prudential Investment Management, Inc.

Attn: Private Placement Trade Management

PRIAC Administration

Gateway Center Four, 7th Floor

100 Mulberry Street

Newark, NJ 07102



Telephone: (973) 802-8107

Facsimile: (800) 224-2278




A-9-









 







Address for all other communications and notices:



Prudential Retirement Guaranteed Cost Business Trust

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director




Name of Nominee in which Notes are to be issued: None



Tax Identification No.: 06-1050034




A-10-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Forethought Life Insurance Company
	 	$	-0-	 	 	$	5,000,000	 
	c/o Prudential Capital Group


2200 Ross Avenue, Suite 4200E


Dallas, Texas 75201
	 	 	 	 	 	 	 	 






Payments



All payments on account of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to:



State Street Bank

ABA #01100-0028

DDA Account # 24564783



For Further Credit: Forethought Life Insurance Company Fund # 3N1H





Each such wire transfer shall set forth the name of the Company, a reference to “NRP
(Operating) LLC, 8.92% Senior Notes, Series G, due March 25, 2024, PPN 62963# AG6” and
application (as among principal, interest and Make-Whole Amount) of the payment being made.



Notices



All notices of payments and written confirmations of such wire transfers:



Forethought Life Insurance Company

Attn: Russell Jackson

300 North Meridian

Suite 1800

Indianapolis, IN 46204



with a copy to:



State Street Bank

Attn: Deb Hartner

801 Pennsylvania

Kansas City, MO 64105




A-11-









 







Address for all other communications and notices:



Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director



Name of Nominee in which Notes are to be issued: None



Tax Identification No.: 06-1016329




A-12-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	John Hancock Life Insurance
Company (U.S.A.)
	 	$	23,500,000	 	 	$	-0-	 
	John Hancock Financial Services


197 Clarendon Street


Boston, Massachusetts 02116
	 	 	 	 	 	 	 	 







Payments



All payments to be by bank wire transfer of immediately available funds to:




	 	 	 
	Bank Name:
	 	Bank of New York Mellon
	Intermediary Bank:
	 	Federal Reserve Bank of Boston
	ABA Number:
	 	011001234
	Account Name:
	 	F008 US PP Collector
	DDA Number:
	 	048771
	Account Number:
	 	JPPF1001002
	On Order of:
	 	NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, PPN 62963# AF8






Notices



All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in
full) and maturity shall be sent to:



John Hancock Financial Services

200 Berkley Street

Boston, MA 02116

Attention: Investment Accounting, B-3

Fax Number: (617) 572-0628



and



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Administration, C-2

Fax Number: (617) 572-5495




A-13-









 







All notices and communication with respect to compliance reporting, financial statements and
related certifications shall be sent to:



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Fax Number: (617) 572-1628



All other notices shall be sent to:



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Law, C-3

Fax Number: (617) 572-9269



and



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Fax Number: (617) 572-1628




Name in which Notes are to be issued: None



Taxpayer I.D. Number: 01-0233346




A-14-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	John Hancock Life Insurance Company
	 	$	14,000,000	 	 	$	-0-	 
	John Hancock Financial Services
	 	$	3,000,000	 	 	 	 	 
	197 Clarendon Street


Boston, Massachusetts 02116
	 	 	 	 	 	 	 	 







Payments




All payments to be by bank wire transfer of immediately available funds to:



	 	 	 
	Bank Name:
	 	Bank of New York Mellon
	Intermediary Bank:
	 	Federal Reserve Bank of Boston
	ABA Number:
	 	011001234
	Account Name:
	 	F008 US PP Collector
	DDA Number:
	 	048771 
	Account Number:
	 	JPPF1001002
	On Order of:
	 	NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, PPN 62963# AF8






Notices



All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in
full) and maturity shall be sent to:



John Hancock Financial Services

200 Berkley Street

Boston, MA 02116

Attention: Investment Accounting, B-3

Fax Number: (617) 572-0628



and



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Administration, C-2

Fax Number: (617) 572-5495




A-15-









 







All notices and communication with respect to compliance reporting, financial statements and
related certifications shall be sent to:



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Fax Number: (617) 572-1628



All other notices shall be sent to:



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Law, C-3

Fax Number: (617) 572-9269



and



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Fax Number: (617) 572-1628



Name in which Notes are to be issued: None



Taxpayer I.D. Number: 04-1414660




A-16-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	John Hancock Variable Life
Insurance Company
	 	$	7,000,000	 	 	$	-0-	 
	John Hancock Financial Services


197 Clarendon Street


Boston, Massachusetts 02116
	 	 	 	 	 	 	 	 







Payments



All payments to be by bank wire transfer of immediately available funds to:




	 	 	 
	Bank Name:
	 	Bank of New York Mellon
	Intermediary Bank:
	 	Federal Reserve Bank of Boston
	ABA Number:
	 	011001234
	Account Name:
	 	F008 US PP Collector
	DDA Number:
	 	048771
	Account Number:
	 	JPPF1001002
	On Order of:
	 	NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, PPN 62963# AF8






Notices



All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in
full) and maturity shall be sent to:



John Hancock Financial Services

200 Berkley Street

Boston, MA 02116

Attention: Investment Accounting, B-3

Fax Number: (617) 572-0628



and



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Administration, C-2

Fax Number: (617) 572-5495




A-17-









 







All notices and communication with respect to compliance reporting, financial statements and
related certifications shall be sent to:



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Fax Number: (617) 572-1628



All other notices shall be sent to:



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Law, C-3

Fax Number: (617) 572-9269



and



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Fax Number: (617) 572-1628




Name in which Notes are to be issued: None



Taxpayer I.D. Number: 04-2664016





A-18-











 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	JPMorgan Chase Bank, as Directed Trustee

	 	$	500,000	 	 	 	$-0-	 
	for
the SBC Master Pension Trust

John Hancock Financial Services

197 Clarendon Street

Boston, Massachusetts 02116
	 	 	 	 	 	 	 	 







Payments




All payments to be by bank wire transfer of immediately available funds to:




	 	 	 	 
	 	Principal and Interest Payments:	 	 
	 	Bank Name:

	 	JPMorgan Chase Bank
	 	ABA Number:

	 	021000021
	 	Account Name:

	 	ATTIMCO — John Hancock Private Placement — P58512
	 	Account Number:

	 	9009000200
	 	Reference:

	 	Income Details
	 	On Order of:

	 	NRP (Operating) LLC, 8.38% Senior Notes, Series F, due
	 

	 	 	March 25, 2019, PPN 62963# AF8
	 
	 	 	 
	 	All Other Payments:	 	 
	 	Bank Name:

	 	JPMorgan Chase Bank
	 	ABA Number:

	 	021000021
	 	Account Name:

	 	ATTIMCO — John Hancock Private Placement — P58512
	 	Account Number:

	 	9009000127
	 	On Order of:

	 	NRP (Operating) LLC, 8.38% Senior Notes, Series F, due
	 

	 	 	March 25, 2019, PPN 62963# AF8






Notices



All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in
full) and maturity shall be sent to:



JPMorgan Chase Bank

3 MetroTech Center, 5th Floor

Brooklyn, NY 11245

Attn: Robert M. Lauer

Fax Number: (718) 242-2319




A-19-









 




All notices and communication with respect to compliance reporting, financial statements and
related certifications shall be sent to:



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Fax Number: (617) 572-1628




All other notices shall be sent to:



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Law, C-3

Fax Number: (617) 572-9269



and



John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Fax Number: (617) 572-1628




Name in which Notes are to be issued: Kane & Co.




Taxpayer I.D. Number: 91-1990052




A-20-









 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	The Guardian Life Insurance Company of America
	 	$	10,000,000	 	 	$	10,000,000	 
	7 Hanover Square

New York, New York 10004-2616

Attention: Brian Keating, Investment Dept. 20-D

Fax Number: (212) 919-2658/2656
	 	 	 	 	 	 	 	 







Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “NRP (Operating) LLC, 8.38% Senior Notes,
Series F, due March 25, 2019, PPN 62963# AF8” and/or “8.92% Senior Notes, Series G, due March 25,
2024, PPN 62963# AG6”, principal, premium or interest) to:



JP Morgan Chase

FED ABA #021000021

CHASE/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G05978, Guardian Life



Notices



All notices and communications, including notices with respect to payments and written confirmation
of each such payment, to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 13-5123390




A-21-









 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Connecticut General Life Insurance 
	 	$	2,000,000	 	 	$	5,000,000	 
	Company
	 	$	1,000,000	 	 	$	4,000,000	 
	c/o CIGNA Investments, Inc.

	 	$	1,000,000	 	 	$	2,000,000	 
	Wilde Building, A5PRI

	 	$	1,000,000	 	 	$	2,000,000	 
	900 Cottage Grove Rd.

	 	 	 	 	 	$	1,000,000	 
	Bloomfield, CT 06002
	 	 	 	 	 	$	1,000,000	 







Payments




All payments on or in respect of the Notes to be by Federal Funds Wire Transfer to:



J.P. Morgan Chase Bank

BNF=CIGNA Private Placements/AC=9009001802

ABA #021000021

OBI=NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, PPN 62963# AF8”

and/or “8.92% Senior Notes, Series G, due March 25, 2024, PPN 62963# AG6




Notices




Address for Notices Related to Payments:



CIG & Co.

c/o CIGNA Investments, Inc.

Attention: Fixed Income Securities

Wilde Building, A5PRI

900 Cottage Grove Rd.

Bloomfield, CT 06002

Fax: 860-226-8400



with a copy to:



J.P. Morgan Chase Bank

14201 Dallas Parkway, 13th Floor

Dallas, Texas 75254

Attention: Jamshid Irshad, Mail Code TX1-J249

Telephone: 469-477-2036

Fax: 469-477-1904




A-22-









 





Address for All Other Notices:



CIG & Co.

c/o CIGNA Investments, Inc.

Attention: Fixed Income Securities

Wilde Building, A5PRI

900 Cottage Grove Rd.

Bloomfield, CT 06002

Fax: 860-226-8400




Name of Nominee in which Notes are to be issued: CIG & Co.




Taxpayer I.D. Number (CIG & Co.): 13-3574027




A-23-









 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Pacific Life Insurance Company

	 	$	5,000,000	 	 	 	$-0-	 
	700 Newport Center Drive

	 	$	3,000,000	 	 	 	 	 
	Newport Beach, California 92660-6397

	 	$	2,000,000	 	 	 	 	 
	Attention: IMD — Portfolio Management

Fax Number: (949) 720-1963
	 	 	 	 	 	 	 	 







Payments




All payments of principal and interest on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds to:



Mellon Trust of New England

ABA #0110-0123-4

DDA 125261

Attention: MBS Income CC: 1253

A/C Name: Pacific Life Insurance Co. — General Account

A/C Number: PLCF1810132

Ref: NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, PPN 62963# AF8




Notices




All notices and communications to be addressed as first provided above, except notices with respect
to payments and written confirmation of each such payment, to be addressed:



Mellon Trust

Attention: Pacific Life Accounting Team

One Mellon Bank Center

Room 0930

Pittsburgh, PA 15259



and



Pacific Life Insurance Company

Attn: IMD — Cash Team

700 Newport Center Drive

Newport Beach, CA 92660-6397

Fax: (949) 718-5845




Name of Nominee in which Notes are to be issued: None




General Taxpayer I.D. Number: 95-1079000




A-24-









 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Pacific Life and Annuity Company

	 	$	5,000,000	 	 	 	$-0-	 
	c/o Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, California 92660-6397

Attention: IMD — Portfolio Management

Fax Number: (949) 720-1963
	 	 	 	 	 	 	 	 







Payments



All payments of principal and interest on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds to:



Mellon Trust of New England

ABA #0110-0123-4

DDA 125261

Attention: MBS Income CC: 1253

A/C Name: Pacific Life and Annuity Company

A/C Number: PLCF1811612

Ref: NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, PPN 62963# AF8




Notices




All notices and communications to be addressed as first provided above, except notices with respect
to payments and written confirmation of each such payment, to be addressed:



Mellon Trust

Attention: Pacific Life Accounting Team

One Mellon Bank Center

Room 0930

Pittsburgh, Pennsylvania 15259



and



Pacific Life Insurance Company

Attn: IMD — Cash Team

700 Newport Center Drive

Newport Beach, CA 92660-6397

Fax: (949) 718-5845




Name of Nominee in which Notes are to be issued: None




General Taxpayer I.D. Number: 95-3769814




A-25-









 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Minnesota Life Insurance Company

	 	$	10,000,000	 	 	 	$-0-	 
	400 Robert Street North

St. Paul, Minnesota 55101

Attention: Advantus Capital Management, Inc.

Facsimile: (651) 223-5029
	 	 	 	 	 	 	 	 







Payments




All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds to:



Mellon Bank, Pittsburgh, PA

ABA#: 011001234

DDA#: 048771

Account Name: Minnesota Life Insurance Company

Account #: ADFF0106002

Cost Code: 1167

Ref: NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019, PPN 62963# AF8,
P&I Breakdown



Notices



All notices and communications, including notices with respect to payments and written confirmation
of each such payment, to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 41-0417830




A-26-









 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	State of Wisconsin Investment Board

	 	 	$10,000,000	 	 	 	$-0-	 
	121 East Wilson Street

Madison, Wisconsin 53703

Attention: Portfolio Manager, Private Markets

   Group – Wisconsin Private Debt Portfolio
	 	 	 	 	 	 	 	 







Payments




All payments are to be made on or before 11:00 a.m. local time on each payment date in immediately
available funds to:



FEDERAL RESERVE BANK OF BOSTON

ABA #011-00-1234

For the account of the State of Wisconsin Investment Board

DDA #064300

Attn: MBS Income CC: 1195

For: SWIB Wis. Private Debt, SWBF0335002, NRP (Operating) LLC, 8.38% Senior Notes,
Series F, due March 25, 2019, PPN 62963# AF8



With notice of payment, including a message as to the source (identifying the security by name and
private placement number) and application of funds, copy of notice of payment to:



Ms. Cindy Griffin

Accounting Supervisor

State of Wisconsin Investment Board

121 East Wilson Street

P.O. Box 7842

Madison, Wisconsin 53707-7842

Phone: (608) 266-9136

Fax: (608) 266-2436




Address for notices other than confirmation of payment is:



Postal Address

State of Wisconsin Investment Board

121 East Wilson Street

P.O. Box 7842

Madison, Wisconsin 53707-7842

Attention: Portfolio Manager, Private Markets Group-Wisconsin Private Debt Portfolio




A-27-









 




Street Address

State of Wisconsin Investment Board

121 East Wilson Street

Madison, Wisconsin 53703

Attention: Portfolio Manager, Private Markets Group-Wisconsin Private Debt Portfolio




Name of Nominee in which Notes are to be issued: None




Taxpayer I.D. Number: 39-6006423




A-28-









 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Massachusetts Mutual Life Insurance Company

	 	$	2,500,000	 	 	$	1,800,000	 
	c/o Babson Capital Management LLC

1500 Main Street — Suite 2200

P.O. Box 15189

Springfield, Massachusetts 01115-5189

Attention: Securities Investment Division
	 	 	 	 	 	 	 	 







Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “NRP (Operating) LLC, 8.38% Senior Notes,
Series F, due March 25, 2019, PPN 62963# AF8” and/or “8.92% Senior Notes, Series G, due March 25,
2024, PPN 62963# AG6”, principal, premium or interest) to:



Citibank, N.A

New York, New York

ABA #021000089

For: MassMutual Unified Traditional

Acct. Name: MassMutual BA 0033 TRAD Private ELBX

Account No. 30566056

Re: Description of security, PPN, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of Babson
Capital Management LLC at (413) 226-1754 or (413) 226-1803.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Suite 200, Attention: Securities Custody and Collection Department.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 04-1590850





A-29-











 





	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Massachusetts Mutual Life Insurance
 Company
	 	$	1,250,000	 	 	$	850,000	 
	c/o Babson Capital Management LLC
	 	 	 	 	 	 	 	 
	1500 Main Street — Suite 2200
	 	 	 	 	 	 	 	 
	P.O. Box 15189
	 	 	 	 	 	 	 	 
	Springfield, Massachusetts 01115-5189
	 	 	 	 	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “NRP (Operating) LLC, 8.38% Senior Notes,
Series F, due March 25, 2019, PPN 62963# AF” and/or “8.92% Senior Notes, Series G, due March 25,
2024, PPN 62963# AG6”, principal, premium or interest) to:



Citibank, N.A

New York, New York

ABA #021000089

For: MassMutual IFM Non-Traditional

Account No. 30510589

Re: Description of security, PPN, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of Babson
Capital Management LLC at (413) 226-1754 or (413) 226-1803.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Suite 200, Attention: Securities Custody and Collection Department.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 04-1590850




A-30-









 









	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Massachusetts Mutual Life Insurance
 Company

	 	 $-0- 
	 	$	300,000	 
	c/o Babson Capital Management LLC
	 	 	 	 	 	 
	1500 Main Street — Suite 2200
	 	 	 	 	 	 
	P.O. Box 15189
	 	 	 	 	 	 
	Springfield, Massachusetts 01115-5189
	 	 	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “NRP (Operating) LLC, 8.92% Senior Notes,
Series G, due March 25, 2024, PPN 62963# AG6”, principal, premium or interest) to:



Citibank, N.A

New York, New York

ABA #021000089

For: MassMutual Structured Settlement Fund

Account No. 30510634

Re: Description of security, PPN, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of Babson
Capital Management LLC at (413) 226-1803 or (413) 226-1819.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Suite 200, Attention: Securities Custody and Collection Department.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 04-1590850




A-31-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Massachusetts Mutual Life Insurance
 Company
	 	$	250,000	 	 	$	1,200,000	 
	c/o Babson Capital Management LLC
	 	 	 	 	 	 	 	 
	1500 Main Street — Suite 2200
	 	 	 	 	 	 	 	 
	P.O. Box 15189
	 	 	 	 	 	 	 	 
	Springfield, Massachusetts 01115-5189
	 	 	 	 	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “NRP (Operating) LLC, 8.38% Senior Notes,
Series F, due March 25, 2019, PPN 62963# AF8” and/or “8.92% Senior Notes, Series G, due March 25,
2024, PPN 62963# AG6”, principal, premium or interest) to:



Citibank, N.A

New York, New York

ABA #021000089

For: MassMutual Pension Management

Account No. 30510538

Re: Description of security, PPN, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of Babson
Capital Management LLC at (413) 226-1803 or (413) 226-1754.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Suite 200, Attention: Securities Custody and Collection Department.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 04-1590850




A-32-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Massachusetts Mutual Life Insurance
 Company
	 	$	250,000	 	 	$	400,000	 
	c/o Babson Capital Management LLC
	 	 	 	 	 	 	 	 
	1500 Main Street — Suite 2200
	 	 	 	 	 	 	 	 
	P.O. Box 15189
	 	 	 	 	 	 	 	 
	Springfield, Massachusetts 01115-5189
	 	 	 	 	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “NRP (Operating) LLC, 8.38% Senior Notes,
Series F, due March 25, 2019, PPN 62963# AF8” and/or “8.92% Senior Notes, Series G, due March 25,
2024, PPN 62963# AG6”, principal, premium or interest) to:



Citibank, N.A

New York, New York

ABA #021000089

For: MassMutual DI

Account Name: MassMutual BA 0038 DI Private ELBX

Account No. 30566064

Re: Description of security, PPN, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of Babson
Capital Management LLC at (413) 226-1754 or (413) 226-1803.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Suite 200, Attention: Securities Custody and Collection Department.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 04-1590850




A-33-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount 	 	Principal Amount 
	 	 	of Series F Notes 	 	of Series G Notes 
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	C.M. Life Insurance Company
	 	$	750,000	 	 	$	450,000	 
	c/o Babson Capital Management LLC
	 	 	 	 	 	 	 	 
	1500 Main Street, Suite 2200
	 	 	 	 	 	 	 	 
	P.O. Box 15189
	 	 	 	 	 	 	 	 
	Springfield, Massachusetts 01115-1589
	 	 	 	 	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “NRP (Operating) LLC, 8.38% Senior Notes,
Series F, due March 25, 2019, PPN 62963# AF8” and/or “8.92% Senior Notes, Series G, due March 25,
2024, PPN 62963# AG6,” principal, premium or interest) to:



Citibank, N.A

New York, New York

ABA #021000089

For CM Life Segment 43 — Universal Life

Account No. 30510546

Re: Description of security, PPN, principal and interest split





With telephone advice of payment to the Securities Custody and Collection Department of
Babson Capital Management LLC at (413) 226-1819 or (413) 226-1803.


Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Suite 200, Attention: Securities Custody and Collection Department.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 06-1041383




A-34-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	American Equity Investment Life
Insurance Company
	 	$	6,000,000	 	 	$	-0-	 
	5000 Westown Parkway, Suite 440
	 	 	 	 	 	 	 	 
	West Des Moines, Iowa 50266
	 	 	 	 	 	 	 	 
	Attention: Investment Department -
Private Placements
	 	 	 	 	 	 	 	 
	Telephone: (888) 221-1234
	 	 	 	 	 	 	 	 
	Facsimile: (515) 221-0329
	 	 	 	 	 	 	 	 
	E-mail: rstauffer@american-equity.com
	 	 	 	 	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds to:



State Street Bank & Trust Company

ABA #011000028

Account No.: 00076026, Income Collection

Reference: (NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019,

PPN 62963# AF8, Principal, Interest and Premium Breakdown)




Notices



All notices and communications relating to payments should be addressed to:



American Equity Investment Life Insurance Company

5000 Westown Parkway, Suite 440

West Des Moines, Iowa 50266

Attention: Asset Administration

Facsimile: (515) 221-0329



All other notices with respect to financials and all other non-payment notices and communications
to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: CHIMEFISH & CO



Taxpayer I.D. Number: 65-1186810




A-35-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Mutual of Omaha Insurance Company
	 	$	3,000,000	 	 	$	-0-	 
	Mutual of Omaha Plaza
	 	 	 	 	 	 	 	 
	Omaha, Nebraska 68175-1011
	 	 	 	 	 	 	 	 
	Attention: 4-Investment Accounting
	 	 	 	 	 	 	 	 






Payments



All payments to be by wire transfer of immediately available funds to:



JPMorgan Chase Bank

ABA #021000021

Private Income Processing



for credit to: Mutual of Omaha Insurance Company

Account Number 900-9000200

a/c G07096

PPN: 62963# AF8

Interest Amount:  

Principal Amount:  




Notices



All notices of payments of principal and interest, on or in respect of the Notes and written
confirmation of each such payment, corporate actions and reorganization notifications to:



JPMorgan Chase Bank

14201 Dallas Parkway, 13th Floor

Dallas, Texas 75254-2917

Attention: Income Processing — G. Ruiz

a/c: G07096



All other notices and communications (i.e., quarterly/annual reports, tax filings, modifications,
waivers regarding the indenture) to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 47-0246511




A-36-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Companion Life Insurance Company
	 	$	2,000,000	 	 	$	-0-	 
	c/o Mutual of Omaha Insurance Company
	 	 	 	 	 	 	 	 
	Mutual of Omaha Plaza
	 	 	 	 	 	 	 	 
	Omaha, Nebraska 68175-1011
	 	 	 	 	 	 	 	 
	Attention: 4-Investment Accounting
	 	 	 	 	 	 	 	 






Payments



All payments to be by wire transfer of immediately available funds to:



JPMorgan Chase Bank

ABA #021000021

Private Income Processing



for credit to: Companion Life Insurance Company

Account Number 900-9000200

a/c G07903

PPN: 62963# AF8

Interest Amount:  

Principal Amount:  




Notices



All notices of payments of principal and interest, on or in respect of the Notes and written
confirmation of each such payment, corporate actions and reorganization notifications to:



JPMorgan Chase Bank

14201 Dallas Parkway, 13th Floor

Dallas, Texas 75254-2917

Attention: Income Processing — G. Ruiz

a/c: G07903



All other notices and communications (i.e., quarterly/annual reports, tax filings, modifications,
waivers regarding the indenture) to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 13-1595128




A-37-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	United of Omaha Life Insurance Company
	 	$	1,000,000	 	 	$	-0-	 
	Mutual of Omaha Plaza
	 	 	 	 	 	 	 	 
	Omaha, Nebraska 68175-1011
	 	 	 	 	 	 	 	 
	Attention: 4-Investment Accounting
	 	 	 	 	 	 	 	 






Payments



All payments to be by wire transfer of immediately available funds to:



JPMorgan Chase Bank

ABA #021000021

Private Income Processing



for credit to: United of Omaha Life Insurance Company

Account Number 900-9000200

a/c G07097

PPN: 62963# AF8

Interest Amount:  

Principal Amount:  




Notices



All notices of payments of principal and interest, on or in respect of the Notes and written
confirmation of each such payment, corporate actions and reorganization notifications to:



JPMorgan Chase Bank

14201 Dallas Parkway, 13th Floor

Dallas, Texas 75254-2917

Attention: Income Processing — G. Ruiz

a/c: G07097



All other notices and communications (i.e., quarterly/annual reports, tax filings, modifications,
waivers regarding the indenture) to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 47-0322111




A-38-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Senior Health Insurance Company
of Pennsylvania
	 	$	2,500,000	 	 	$	-0-	 
	c/o Conning Asset Management Company
	 	 	 	 	 	 	 	 
	One Financial Plaza, 13th Floor
	 	 	 	 	 	 	 	 
	Hartford, Connecticut 06103-2627
	 	 	 	 	 	 	 	 
	Attention: Private Placement Unit
	 	 	 	 	 	 	 	 






Payments



All payments to be made by crediting (in the form of federal funds bank wire transfer, with
sufficient information to identify the source and application of funds) the following account:



Senior Health Insurance Company of Pennsylvania

The Bank of New York

ABA No. 021000018

For credit to: Account No. GLA111565

Acct Name: BNY Income Collection

FFC Acct# 005068

FFC Acct Name: Senior Health Insurance Company of Pennsylvania

Reference: NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019,

PPN 62963# AF8, and Breakdown (principal/income)                    




Notices



All notices and communication should be directed to:



Senior Health Insurance Company of Pennsylvania

c/o Conning Asset Management Company

One Financial Plaza, 14th Floor

Hartford, CT 06103-2627

Attention: Samuel O. Otchere

Phone: 860-299-2262

Facsimile: 860-299-0262

Email: Samuel_Otchere@Conning.com




A-39-









 







With a copy of all notices and communication directed to:



Senior Health Insurance Company of Pennsylvania

c/o Conning Asset Management Company

One Financial Plaza, 13th Floor

Hartford, Connecticut 06103-2627

Attention: Private Placement Unit

Phone: 860-299-2173

Facsimile: 860-299-2442

Email: Conning_Documents@Conning.com



All legal notices and documentation should be directed to:



Senior Health Insurance Company of Pennsylvania

c/o Conning Asset Management Company

One Financial Plaza, 13th Floor

Hartford, Connecticut 06103-2627

Attention: Vi R. Smalley

Phone: 860-299-2054

Facsimile: 860-299-0054

Email: Vi_Smalley@Conning.com



Name of Nominee in which Notes are to be issued: HARE & CO.



Taxpayer I.D. Number: 23-0704970




A-40-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	Primerica Life Insurance Company
	 	$	2,000,000	 	 	 	$-0-	 
	c/o Conning Asset Management Company
	 	 	 	 	 	 	 	 
	One Financial Plaza
	 	 	 	 	 	 	 	 
	Hartford, Connecticut 06103-2627
	 	 	 	 	 	 	 	 






Payments



All payments to be made by crediting (in the form of federal funds bank wire transfer, with
sufficient information to identify the source and application of funds) the following account:



Primerica Life Insurance Company

Account No.: 900 9000 168

Account Name: Trust Other Demand IT SSG Custody

FFC Acct. Name: Primerica Life Insurance Company

FFC Acct. #: G07131

JPMorgan Chase Bank

One Chase Manhattan Plaza

New York, New York 10081

ABA #021000021

Reference: NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019,

PPN 62963# AF8, and Breakdown (principal/income)                     




Notices



All notices and communication should be directed to:



Primerica Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza, 14th Floor

Hartford, CT 06103-2627

Attention: Samuel O. Otchere

Phone: 860-299-2262

Facsimile: 860-299-0262

Email: Samuel_Otchere@Conning.com




A-41-









 







With a copy of all notices and communication directed to:



Primerica Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza, 13th Floor

Hartford, Connecticut 06103-2627

Attention: Private Placement Unit

Phone: 860-299-2173

Facsimile: 860-299-2442

Email: Conning_Documents@Conning.com



All legal notices and documentation should be directed to:



Primerica Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza, 13th Floor

Hartford, Connecticut 06103-2627

Attention: Vi R. Smalley

Phone: 860-299-2054

Facsimile: 860-299-0054

Email: Vi_Smalley@Conning.com



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 04-1590590




A-42-









 








	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Principal Amount
	 	 	of Series F Notes	 	of Series G Notes
	Name and Address of Purchaser	 	to be Purchased	 	to be Purchased
	American Health and Life
Insurance Company
	 	$	500,000	 	 	$	-0-	 
	c/o Conning Asset Management Company
	 	 	 	 	 	 	 	 
	One Financial Plaza, 13th Floor
	 	 	 	 	 	 	 	 
	Hartford, Connecticut 06103-2627
	 	 	 	 	 	 	 	 
	Attention: Private Placement Unit
	 	 	 	 	 	 	 	 






Payments



All payments to be made by crediting (in the form of federal funds bank wire transfer, with
sufficient information to identify the source and application of funds) the following account:



American Health and Life Insurance Company

Account No. 900 9000 168

Account Name: Trust Other Demand IT SSG Custody

FFC Acct Name: American Health and Life Insurance Company

FFC Acct# G07155

JPMorgan Chase Bank

One Chase Manhattan Plaza

New York, New York 10081

ABA No. 021000021

Reference: NRP (Operating) LLC, 8.38% Senior Notes, Series F, due March 25, 2019,

PPN 62963# AF8, and Breakdown (principal/income)                     




Notices



All notices and communication should be directed to:



American Health and Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza, 14th Floor

Hartford, CT 06103-2627

Attention: Samuel O. Otchere

Phone: 860-299-2262

Facsimile: 860-299-0262

Email: Samuel_Otchere@Conning.com




A-43-









 







With a copy of all notices and communication directed to:



American Health and Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza, 13th Floor

Hartford, Connecticut 06103-2627

Attention: Private Placement Unit

Phone: 860-299-2173

Facsimile: 860-299-2442

Email: Conning_Documents@Conning.com



All legal notices and documentation should be directed to:



American Health and Life Insurance Company

c/o Conning Asset Management Company

One Financial Plaza, 13th Floor

Hartford, Connecticut 06103-2627

Attention: Vi R. Smalley

Phone: 860-299-2054

Facsimile: 860-299-0054

Email: Vi_Smalley@Conning.com



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 52-0696632





A-44-











 





Supplemental Representations




     The Company represents and warrants to each Purchaser that except as hereinafter set forth in
this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note
Purchase Agreements is true and correct as of the date hereof with respect to the 2009 Notes with
the same force and effect as if each reference to “Series A, B or C Notes” set forth therein was
modified to refer the “Series F and G Notes” and each reference to “this Agreement” therein was
modified to refer to the Note Purchase Agreements as supplemented by the First Supplement dated
July 19, 2005, by the Second Supplement dated as March 28, 2007 and by the Third Supplement. The
Section references hereinafter set forth correspond to the similar sections of the Note Purchase
Agreements which are supplemented hereby:



     Section 5.3. Disclosure. The Company, through its agent, SPP Capital Partners, LLC and BB&T
Capital Markets Inc., has delivered to each Purchaser a copy of a Confidential Direct Private
Placement Memorandum dated February 2009 (the “Memorandum”), relating to the transactions
contemplated by the Third Supplement. The Note Purchase Agreements, the Memorandum, the documents,
certificates or other writings delivered to each Purchaser by or on behalf of the Company in
connection with the transactions contemplated by the Note Purchase Agreements and the Third
Supplement and the financial statements listed in Schedule 5.5 to the Third Supplement, taken as a
whole, do not contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the circumstances under which
they were made. Since December 31, 2008, there has been no change in the financial condition,
operations, business, properties or prospects of the Company or any Subsidiary except changes that
individually or in the aggregate could not reasonably be expected to have a Material Adverse
Effect.



     Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the
Third Supplement contains (except as noted therein) complete and correct lists of the Subsidiaries,
showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and
the percentage of shares of each class of its capital stock or similar equity interests outstanding
owned by the Company and each other Subsidiary.



     Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its
behalf has offered the 2009 Notes or any similar securities for sale to, or solicited any offer to
buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person
other than the Purchasers and not more than 41 other Institutional Investors, each of which has
been offered the 2009 Notes at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject the issuance or sale of
the Notes to the registration requirements of Section 5 of the Securities Act.



     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the
sale of the 2009 Notes as set forth in Section I.C. (Transaction Summary) of the Memorandum. No
part of the proceeds from the sale of the 2009 Notes pursuant to the Third Supplement will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning
of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 222), or for the
purpose of buying or carrying or trading in any securities under



Exhibit A

(to Supplement)





 









 







such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR
224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).
Margin stock does not constitute more than 1.00% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present intention that margin stock
will constitute more than 1.00% of the value of such assets. As used in this Section, the terms
“margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U.




     Section 5.15. Existing Debt; Future Liens. (a) Schedule 5.15 to the Third Supplement sets
forth a complete and correct list of all outstanding Debt of the Company and the Subsidiaries as of
March 1, 2009, since which date there has been no Material change in the amounts, interest rates,
sinking funds, installment payments or maturities of the Debt of the Company or the Subsidiaries.
Neither the Company nor any Subsidiary is in default and no waiver of default is currently in
effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary
and no event or condition exists with respect to any Debt of the Company or any Subsidiary that
would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons
to cause such Debt to become due and payable before its stated maturity or before its regularly
scheduled dates of payment.



     Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the sale of the 2009 Notes
by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the
Enemy Act, as amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.



     (b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or
in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any
such Person. The Company and its Subsidiaries are in compliance, in all material respects, with
the USA Patriot Act.



     (c) No part of the proceeds from the sale of the 2009 Notes hereunder will be used, directly
or indirectly, for any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all
cases that such Act applies to the Company.



     As used in this Section 5.16, “Anti-Terrorism Order” means Executive Order No. 13224 of
September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended; and “USA
Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as
amended from time to time, and the rules and regulations promulgated thereunder from time to time
in effect.



A-2

(to Supplement)





 









 








[Form of Series F Note]




NRP (Operating) LLC




8.38% Senior Note, Series F, Due March 25, 2019




			
	No. RF– [                    ]

$[                                        ]
	 	[Date]

PPN [                    ]






     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 of
Delaware, hereby promises to pay to [                                        ], or registered assigns, the principal sum of
[                                        ] Dollars on March 25, 2019, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 8.38% per
annum from the date hereof, payable semi-annually, on the 25th day of March and September in each
year, commencing with the March or September next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue
payment (including any overdue prepayment) of principal, any overdue payment of interest and 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) 10.38% or (ii) 2% over the rate of
interest publicly announced by Citibank, N.A. from time to time in New York, New York as its “base”
or “prime” rate.



     In the event the Leverage Ratio (as defined below) exceeds 3.75 to 1.0 as of the end of any
fiscal quarter of the Company (each, a “High Leverage Quarter”), then, in addition to all other
interest accruing on this Note (and all rights of the holders of Notes under Section 10.6 of the
Note Purchase Agreements (as defined in the Supplement)), additional interest in the amount of
2.00% per annum (the “Additional Interest”) shall accrue on this Note, commencing on (and
retroactive to) the first day of the fiscal quarter immediately following such High Leverage
Quarter and continuing until the Company has delivered the financial statements and related
Officer’s Certificate required by Sections 7.1 and 7.2 of the Note Purchase Agreements,
respectively (collectively, “Company Reports”), demonstrating that, as of the end of the fiscal
quarter in respect of which such Company Reports were delivered, the Leverage Ratio did not exceed
3.75 to 1.0; provided, however, that such Additional Interest shall accrue for not less than two
(2) consecutive fiscal quarters following a High Leverage Quarter. Following delivery of the
Company Reports demonstrating that the Leverage Ratio did not exceed 3.75 to 1.0, but subject to
the proviso in the preceding sentence, the Additional Interest shall cease to accrue or be payable
from (and retroactive to) the first day of the fiscal quarter immediately following the fiscal
quarter in respect of which such Company Reports were delivered. “Leverage Ratio” means, as of the
end of any fiscal quarter of the Company, the ratio of Consolidated Debt at the end of such fiscal
quarter to Consolidated EBITDDA for the twelve months then ended.



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Citibank, N.A. or at



Exhibit 1-A

(to Supplement)






 









 







such other place as the Company shall have designated by written notice to the holder of this
Note as provided in the Note Purchase Agreements.




     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
that certain Third Supplement dated as of March 25, 2009 (as from time to time amended and
supplemented, the “Supplement”) to Note Purchase Agreements, dated as of June 19, 2003, as from
time to time amended and supplemented, between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Note Purchase Agreements and (ii) to have made the representation set forth in Section 14(b) of
the Supplement.



     This Note is a registered Note and, as provided in the Note Purchase Agreements, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and
registered 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 is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the 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 amounts
specified in the Supplement. This Note is also subject to optional prepayment, in whole or from
time 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, at
the price (including any applicable Make-Whole Amount (as defined in the Supplement)) and with the
effect provided in the Note Purchase Agreements.



     This Note is guaranteed pursuant to the Subsidiary Guarantee dated June 19, 2003 as, from time
to time, supplemented and amended.



     This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of law of
such State that would require the application of the laws of a jurisdiction other than such State.



	 	 	 	 	 
	 	 	NRP (Operating) LLC
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	[Title]






1-A-2

(to Supplement)





 









 








 [Form of Series G Note]




NRP (Operating) LLC




8.92% Senior Note, Series G, Due March 25, 2024




			
	No. RG– [                    ]

$[                                        ]
	 	[Date]

PPN [                    ]






     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 of
Delaware, hereby promises to pay to [                                        ], or registered assigns, the principal sum of
[                                        ] Dollars on March 25, 2024, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 8.92% per
annum from the date hereof, payable semi-annually, on the 25th day of March and September
in each year, commencing with the March or September next succeeding the date hereof, until
the principal hereof shall have become due and payable, and (b) to the extent permitted by law on
any overdue payment (including any overdue prepayment) of principal, any overdue payment of
interest and 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) 10.92% or (ii) 2% over
the rate of interest publicly announced by Citibank, N.A. from time to time in New York, New York
as its “base” or “prime” rate.



     In the event the Leverage Ratio (as defined below) exceeds 3.75 to 1.0 as of the end of any
fiscal quarter of the Company (each, a “High Leverage Quarter”), then, in addition to all other
interest accruing on this Note (and all rights of the holders of Notes under Section 10.6 of the
Note Purchase Agreements (as defined in the Supplement)), additional interest in the amount of
2.00% per annum (the “Additional Interest”) shall accrue on this Note, commencing on (and
retroactive to) the first day of the fiscal quarter immediately following such High Leverage
Quarter and continuing until the Company has delivered the financial statements and related
Officer’s Certificate required by Sections 7.1 and 7.2 of the Note Purchase Agreements,
respectively (collectively, “Company Reports”), demonstrating that, as of the end of the fiscal
quarter in respect of which such Company Reports were delivered, the Leverage Ratio did not exceed
3.75 to 1.0; provided, however, that such Additional Interest shall accrue for not less than two
(2) consecutive fiscal quarters following a High Leverage Quarter. Following delivery of the
Company Reports demonstrating that the Leverage Ratio did not exceed 3.75 to 1.0, but subject to
the proviso in the preceding sentence, the Additional Interest shall cease to accrue or be payable
from (and retroactive to) the first day of the fiscal quarter immediately following the fiscal
quarter in respect of which such Company Reports were delivered. “Leverage Ratio” means, as of the
end of any fiscal quarter of the Company, the ratio of Consolidated Debt at the end of such fiscal
quarter to Consolidated EBITDDA for the twelve months then ended.



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Citibank, N.A. or at



Exhibit 1-B

(to Supplement)





 









 







such other place as the Company shall have designated by written notice to the holder of this
Note as provided in the Note Purchase Agreements.




     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
that certain Third Supplement dated as of March 25, 2009 (as from time to time amended and
supplemented, the “Supplement”) to Note Purchase Agreements, dated as of June 19, 2003, as from
time to time amended and supplemented, between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Note Purchase Agreements and (ii) to have made the representation set forth in Section 14(b) of
the Supplement.



     This Note is a registered Note and, as provided in the Note Purchase Agreements, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and
registered 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 is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the 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 amounts
specified in the Supplement. This Note is also subject to optional prepayment, in whole or from
time 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, at
the price (including any applicable Make-Whole Amount (as defined in the Supplement)) and with the
effect provided in the Note Purchase Agreements.



     This Note is guaranteed pursuant to the Subsidiary Guarantee dated June 19, 2003 as, from time
to time, supplemented and amended.



     This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of law of
such State that would require the application of the laws of a jurisdiction other than such State.



	 	 	 	 	 
	 	 	NRP (Operating) LLC
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	[Title]






1-B-2

(to Supplement)





 









 








Amortization of 2009 Notes




Series F Notes




	 	 	 
	Date of Principal Payment	 	Amount of Principal Payment
	March 25, 2013
	 	$21,428,572
	March 25, 2014
	 	$21,428,572
	March 25, 2015
	 	$21,428,572
	March 25, 2016
	 	$21,428,572
	March 25, 2017
	 	$21,428,572
	March 25, 2018
	 	$21,428,572






Series G Notes




	 	 	 
	Date of Principal Payment	 	Amount of Principal Payment
	March 25, 2014
	 	$4,545,455
	March 25, 2015
	 	$4,545,455
	March 25, 2016
	 	$4,545,455
	March 25, 2017
	 	$4,545,455
	March 25, 2018
	 	$4,545,455
	March 25, 2019
	 	$4,545,455
	March 25, 2020
	 	$4,545,455
	March 25, 2021
	 	$4,545,455
	March 25, 2022
	 	$4,545,455
	March 25, 2023
	 	$4,545,455






Schedule 5

(to Supplement)





 












 





Subsidiaries and Affiliates




(i) Subsidiaries of the Company




	 	 	 	 	 	 	 
	 	 	 	 	Ownership by the 
	Subsidiary	 	Jurisdiction	 	Company
	WPP LLC

	 	Delaware
	 	 	100	%
	ACIN LLC

	 	Delaware
	 	 	100	%
	WBRD LLC

	 	Delaware
	 	 	100	%
	Hod LLC

	 	Delaware
	 	 	100	%
	Shepard Boone Coal Company LLC

	 	Delaware
	 	 	100	%
	Williamson Transport, LLC

	 	Delaware
	 	 	100	%
	Little River Transport, LLC

	 	Delaware
	 	 	100	%
	Independence Land Company, LLC

	 	Delaware
	 	 	100	%
	Gatling Mineral, LLC

	 	Delaware
	 	 	100	%






(ii) Affiliates of the Company




Natural Resource Partners L.P.

NRP (GP) LP

GP Natural Resource Partners LLC

Western Pocahontas Properties Limited Partnership

Great Northern Properties Limited Partnership

New Gauley Coal Corporation

Robertson Coal Management LLC

NRP Investment L.P.

Adena Minerals, LLC




(iii) Senior Officers of the Company




	 	 	 	 	 
	Nick Carter

	 	—
	 	President and Chief Operating Officer
	Dwight Dunlap

	 	—
	 	Chief Financial Officer and Treasurer
	Kevin Wall

	 	—
	 	Vice President and Chief Engineer
	Wyatt Hogan

	 	—
	 	Vice President, General Counsel and Secretary
	Kevin Craig

	 	—
	 	Vice President-Business Development
	Dennis Coker

	 	—
	 	Vice President-Aggregates
	Ken Hudson

	 	—
	 	Controller






Schedule 5.4

(to Supplement)




 









 





Financial Statements Provided to Purchasers




Natural Resource Partners L.P.





Annual Financial Statements for the years ended December 31, 2005, 2006, 2007 and 2008



Schedule 5.5

(to Supplement)




 









 





Existing Debt





	1.	 	$151,000,000 principal under Revolving Loan Credit Agreement dated March 28, 2007.
	 
	2.	 	$43,500,000 principal of 5.55% Series A Senior Notes, due June 19, 2023.
	 
	3.	 	$49,750,000 principal of 4.91% Series B Senior Notes, due June 19, 2018.
	 
	4.	 	$35,000,000 principal of 5.55% Series C Senior Notes, due June 19, 2013.
	 
	5.	 	$92,308,000 principal amount of 5.05% Series D Senior Notes, due July 19, 2020.
	 
	6.	 	$225,000,000 principal amount of 5.82% Series E Senior Notes, due March 28, 2024.
	 
	7.	 	$2,498,000 utility local improvement obligation, maturity March 2021.





Schedule 5.15

(to Supplement)