exv10w1



 




Exhibit 10.1






FIRST AMENDMENT TO

CREDIT AGREEMENT




          THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is entered into as
of the 9th day of November, 2005 (the “First Amendment Closing Date”), by and among NRP
(OPERATING) LLC, a Delaware limited liability company (the “Borrower”), the banks and
other financial institutions listed on the signature pages hereto (together with each other person
who becomes a Lender, collectively the “Lenders”), CITIBANK, N.A., a national
banking association, individually as a Lender and as Administrative Agent (the “Administrative
Agent”), CITIGROUP GLOBAL MARKETS, INC. and WACHOVIA CAPITAL MARKETS, LLC, as Joint
Lead Arrangers and Joint Bookrunners and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent.



Preliminary Statement




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



          WHEREAS, Borrower has now requested that the Administrative Agent and Lenders modify the
Credit Agreement and change certain terms thereof, and the Administrative Agent and Lenders have
agreed to do so; and



          WHEREAS, Borrower, Administrative Agent and the Lenders wish to execute this First Amendment
to evidence such agreement;



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



          Section 1. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended by deleting the table contained in the definition of “Applicable Margin” and
replacing it with the following:



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ABR	 	Eurodollar	 	Commitment
	Leverage Ratio	 	Spread	 	Spread	 	Fee Rate
	Less than 1:0:1.0
	 	 	0.00	%	 	 	0.75	%	 	 	0.15	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or
equal to 1.0:1.0 but
less than 1.5:1.0
	 	 	0.00	%	 	 	0.875	%	 	 	0.20	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or
equal to 1.5:1.0 but
less than 2.0:1.0
	 	 	0.00	%	 	 	1.00	%	 	 	0.225	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or
equal to 2.0:1.0 but
less than 2.5:1.0
	 	 	0.25	%	 	 	1.25	%	 	 	0.30	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than or
equal to 2.5:1.0 but
less than 3.75:1.0
	 	 	0.50	%	 	 	1.50	%	 	 	0.35	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than 3.75:1.0
	 	 	1.00	%	 	 	2.00	%	 	 	0.40	%






          Section 2. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended by deleting the definition of “Maturity Date” in its entirety and replacing it with
the following:




““Maturity Date” means November 9, 2010.”



          Section 3. Amendment to Section 2.06(b). Section 2.06(b) of the Credit Agreement is
hereby amended by deleting the last sentence of such section in its entirety and replacing it with
the following:




     “A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower
shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$5,000,000 and (ii) the sum of the total Revolving Credit Exposures shall not exceed
the total Commitments.”



          Section 4. Amendment to Section 2.09. Section 2.09 of the Credit Agreement is hereby
amended by adding the following as Section 2.09(d):




    “(d) Borrower shall have the right to request extensions of the Maturity Date
as follows:




	 	“(i)	 	Provided that no Default or Event of Default shall have
occurred and be continuing, Borrower shall have two separate options to





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	 	 	 	request one-year extensions of the then-current Maturity Date, in
each case by giving notice to the Administrative Agent (an
“Extension Request”) substantially in the form of
Exhibit G attached hereto (i) no earlier than August 11,
2006 and no later than September 25, 2006, with respect to the first
Extension Request (the “First Extension Request”); and (ii)
no earlier than August 11, 2007 and no later than September 25,
2007, with respect to the second Extension Request (the “Second
Extension Request”). Borrower agrees and acknowledges that each
Extension Request shall be only for a one year extension of the
then-current Maturity Date and, therefore, Borrower’s failure to
timely deliver the First Extension Request will result in Borrower
being entitled to request an extension of the then-current Maturity
Date for only one year pursuant to the Second Extension Request. If
Borrower fails to timely deliver the First Extension Request and/or
the Second Extension Request, then Borrower shall have no further
right to deliver such Extension Request(s) and shall have no right
to extend the Maturity Date in connection with the applicable
Extension Request that was not timely delivered by Borrower. The
Administrative Agent shall promptly transmit the contents of each
Extension Request to each of the Lenders. Each Lender may, in its
sole and absolute discretion, indicate whether it consents to such
Extension Request by acknowledging such Extension Request and
indicating in its acknowledgment whether or not it consents to the
extension of the then-current Maturity Date and returning such
acknowledgment to the Administrative Agent within twenty-five (25)
days. Failure to acknowledge such Extension Request within such
twenty-five (25) day period shall be deemed to be a rejection of the
applicable Extension Request by such Lender (any Lender that
rejects, or is deemed to have rejected, an Extension Request is
hereinafter referred to as a “Declining Lender” and any
Lender that accepts such Extension Request is hereinafter referred
to as an “Extending Lender”). Notwithstanding any other
term or provision hereof, no Lender shall have any obligation to
consent to any extension of the Maturity Date. Provided that the
Required Lenders have agreed to an Extension Request, the
then-current Maturity Date shall be automatically extended for one
year in connection with such Extension Request with respect to, and
only with respect to, the Commitments of each Extending Lender.
Notwithstanding anything contained herein to the contrary, Borrower
shall have the right to withdraw any Extension Request by delivering
written notice to Administrative Agent at any time prior to the
earlier to occur of (A) with respect to the First Extension Request,
the first anniversary of the First Amendment Closing Date (the
“First Anniversary Date”), and with respect to the Second
Extension Request, the second anniversary of the First




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	 	 	 	Amendment Closing Date (the “Second Anniversary Date”); and
(B) the date that Borrower enters into any Commitment Increase
Agreement or New Lender Agreement in connection with the delivery of
such Extension Request. In the event Borrower timely withdraws any
Extension Request as set forth in the immediately preceding
sentence, the Maturity Date shall be the date that the Maturity Date
would have occurred had Borrower not delivered such Extension
Request.






	 	(ii)	 	With respect to the Commitments of the Declining
Lenders, Borrower may, in its sole discretion, but with the consent of
the Administrative Agent as to any Person that is not at such time a
Lender (which consent shall not be unreasonably withheld or delayed),
offer to any existing Lender or to one or more additional banks or
financial institutions the opportunity to participate in the
Commitments of the Declining Lenders by notifying the Administrative
Agent; provided that, notwithstanding anything in this Agreement to the
contrary, in no event shall less than the full amount of any specific
Declining Lender’s Commitment be allocated to such existing Lenders
and/or additional banks or financial institutions. Promptly and in any
event within five (5) Business Days after receipt of notice from the
Borrower of its desire to offer all or a portion of the Commitments of
the Declining Lenders to certain existing Lenders or such additional
banks or financial institutions identified by the Borrower and approved
by the Administrative Agent, the Administrative Agent shall notify such
proposed lenders of the opportunity to participate in the Commitments
of the Declining Lenders. The Commitments of any Declining Lenders
that are allocated to existing Lenders and/or such additional banks or
financial institutions in accordance with this Section 2.09(d)
shall terminate on (A) the First Anniversary Date with respect to the
First Extension Request; and (B) the Second Anniversary Date with
respect to the Second Anniversary Date. In the event the full amount
of the Declining Lenders’ Commitments are not allocated as set forth
above, Borrower shall have the right to determine, in its sole and
absolute discretion, which Declining Lender’s(s’) Commitments will be
allocated to existing Lenders and/or additional banks or financial
institutions as set forth above and Borrower shall notify the
Administrative Agent thereof at least ten (10) days prior to the First
Anniversary Date or the Second Anniversary Date, as applicable.






	 	(iii)	 	Any Lender that accepts an offer to it by the Borrower
to increase its Commitment by participating in all or a portion of the
Commitments of the Declining Lenders shall, in each case, execute a
Commitment Increase Agreement (as defined in Section 2.20 below), with
the Borrower and the Administrative Agent,




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	 	 	 	whereupon such Lender shall be bound by and entitled to the benefits
of this Agreement with respect to the full amount of its Commitment
as so increased, and this Agreement shall be deemed to be amended to
reflect such increase; provided that no Lender shall have any
obligation whatsoever to agree to increase its Commitment. Any such
Commitment Increase Agreement shall be effective (A) with respect to
the First Extension Request, on the First Anniversary Date; and (B)
with respect to the Second Extension Request, on the Second
Anniversary Date. Any additional bank or financial institution
offered Commitments of the Declining Lenders by Borrower in
accordance with the terms of this Agreement shall execute and
deliver to the Administrative Agent a New Lender Agreement (as
defined in Section 2.20 below), setting forth its Commitment, and
upon the effectiveness of such New Lender Agreement, such bank or
financial institution (a “New Lender”) shall become a Lender
for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this
Agreement, and the signature pages hereof shall be deemed to be
amended to add the name of such New Lender, provided that
the Commitment of any New Lender shall be an amount not less than
$5,000,000. Each New Lender Agreement shall be irrevocable and
shall be effective (A) with respect to the First Extension Request,
on the First Anniversary Date; and (B) with respect to the Second
Extension Request, on the Second Anniversary Date.






	 	(iv)	 	The effectiveness of any New Lender Agreement or
Commitment Increase Agreement shall be contingent upon receipt by the
Administrative Agent of such corporate resolutions of the Borrower,
legal opinions of counsel to the Borrower and other reasonably
requested documents as the Administrative Agent shall reasonably
request with respect thereto, in each case in form and substance
reasonably satisfactory to the Administrative Agent. Once a New Lender
Agreement becomes effective, the Administrative Agent shall reflect
such agreements by appropriate entries in the Register.






	 	(v)	 	If any bank or financial institution becomes a New
Lender pursuant to a New Lender Agreement or any Lender’s Commitment is
increased pursuant to a Commitment Increase Agreement, additional Loans
made on or after the effectiveness thereof (the “Re-Allocation
Date”) shall be made pro rata based on their respective Commitments
in effect on or after such Re-Allocation Date (except to the extent
that any such pro rata borrowings would result in any Lender making an
aggregate principal amount of Loans in excess of its Commitment, in
which case such excess amount will be allocated to, and made by, such




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	 	 	 	New Lender and/or Lenders with such increased Commitments to the
extent of, and pro rata based on, their respective Commitments), and
continuations of Loans outstanding on such Re-Allocation Date shall
be effected by repayment of such Loans on the Re-Allocation Date,
and the making of new Loans of the same Type pro rata based on the
respective Commitments in effect on and after such Re-Allocation
Date. Notwithstanding anything contained herein to the contrary,
any portion of the cumulative Commitments of the Declining Lenders
not allocated pursuant to Commitment Increase Agreement(s) and/or
New Lender Agreement(s) as set forth above shall be terminated on
the Maturity Date that would have occurred had the applicable
Extension Request not been made and Borrower shall be required to
make a mandatory prepayment so that the Revolving Credit Exposures
do no exceed the total Commitments. Additionally, Borrower and the
Lenders hereby authorize the Administrative Agent to make Revolving
Loans on behalf of the Borrower which are necessary to eliminate the
Revolving Credit Exposure of any Declining Lender as of the date
such Declining Lender’s Commitment terminates.”





          Section 5. Addition of Exhibit G. Exhibit G attached to this First Amendment is
hereby added to the Credit Agreement as Exhibit G.



          Section 6. Representations True; No Default. Borrower represents and warrants that:




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




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




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



          Section 7. Expenses, Additional Information. Borrower shall pay to the Agent all
reasonable expenses incurred in connection with the execution of this First Amendment, including
all reasonable expenses incurred in connection with any previous negotiation and loan
documentation. Borrower shall furnish to the Agent and Lenders all such other documents, consents
and information relating to Borrower as the Agent or any Lender may reasonably require to
accomplish the purposes hereof.



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          Section 8. Effectiveness. This First Amendment shall become effective on the date
(the “Effective Date”) when, and only when:




	 	(a)	 	Borrower, Administrative Agent and the Lenders shall have executed and
delivered to the Administrative Agent a counterpart of this First Amendment;
	 
	 	(b)	 	Administrative Agent shall have received resolutions, in form and substance
reasonably satisfactory to the Administrative Agent, of Borrower and each Guarantor
authorizing the execution, delivery and performance of this First Amendment, each such
copy being attached to an original certificate of an authorized officer of the Borrower
and each Guarantor, dated as of the First Amendment Closing Date certifying (i) that
the resolutions attached thereto are true, correct and complete copies of resolutions
duly adopted by Borrower and each Guarantor, as applicable, (ii) that such resolutions
constitute all resolutions adopted with respect to the transactions contemplated
hereby, (iii) that such resolutions have not been amended, modified, revoked or
rescinded as of the First Amendment Closing Date, (iv) that the articles or
organization and regulations of the Borrower and each Guarantor, as applicable, have
not been amended or otherwise modified since the effective date of the Credit
Agreement, except pursuant to any amendments attached thereto, and (v) as to the
incumbency and signature of the officers of the Borrower and each Guarantor executing
this First Amendment;
	 
	 	(c)	 	Each of the representations and warranties made by the Borrower and each
Guarantor in or pursuant to the Loan Documents shall be true and correct in all
material respects;
	 
	 	(d)	 	No Default or Event of Default shall have occurred and be continuing;
	 
	 	(e)	 	No event shall have occurred with respect to the Parent, the Borrower and its
Subsidiaries, taken as a whole, which, in the reasonable opinion of the Lenders, has
had, or could reasonably be expected to have, a Material Adverse Effect;
	 
	 	(f)	 	Administrative Agent shall have received a fully executed copy of that certain
fee letter between the Borrower and Administrative Agent pertaining to certain fees and
expenses payable by Borrower to such parties as set forth in such letter and all fees
and other amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out of pocket expenses required to be
reimbursed or paid by the Borrower hereunder;
	 
	 	(g)	 	Administrative Agent or any Lender or counsel to the Administrative Agent shall
receive such other instruments or documents as they may reasonably request;
	 
	 	(h)	 	The Administrative Agent shall have received a favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective Date) of
counsel for the Borrower, relating to the Parent, the Borrower and its Subsidiaries,
this Agreement or the Transactions and any other matters as the




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	 	 	 	Lenders shall reasonably request. The Borrower hereby requests such counsel to
deliver such opinion; and
	 
	 	(i)	 	The Administrative Agent shall have received such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Parent, the Borrower, the Guarantors,
the authorization of the Transactions and any other legal matters relating to the
Parent, the Borrower, the Guarantors, this First Amendment, the Credit Agreement or the
Transactions, all in form and substance satisfactory to the Administrative Agent and
its counsel.





          The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date upon
the satisfaction of all of the foregoing conditions, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the rights and obligations of the parties hereunder shall
not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to
Section 9.02 of the Credit Agreement) at or prior to 5:00 p.m., Houston, Texas time, on November
30, 2005 (and, in the event such conditions are not so satisfied or waived, this First Amendment
shall be null and void and of no further force and effect.



          Section 9. Miscellaneous Provisions.



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



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



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



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



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



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



          Section 10. Binding Effect. This First Amendment shall be binding upon and inure to
the benefit of Borrower, Lenders and the Agent and their respective successors and assigns, except
that Borrower shall not have the right to assign its rights hereunder or any interest herein.



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          Section 11. Final Agreement of the Parties. THIS FIRST AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT” AS DEFINED IN SECTION 26.02(a)
OF THE TEXAS BUSINESS AND COMMERCE CODE AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



          Section 12. This First Amendment may be executed by the parties on separate counterparts, and
each counterpart when so executed and delivered shall constitute an original instrument, and all
such separate counterparts shall constitute but one and the same instrument.



[The remainder of this page intentionally left blank.]




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          IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their
respective duly authorized officers on the 9th day of November, 2005, to be effective as of the
Effective Date.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NRP (OPERATING) LLC
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Dwight L. Dunlap
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,
	 	 	a national banking association
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Dan Miller
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Jonathon Richardson
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF MONTREAL
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Philip D. Lunn
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Greg Smothers
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 





[Signature Page to First Amendment to Credit Agreement]


 









 






	 	 	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Tim Paxton
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE HUNTINGTON NATIONAL BANK
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Blair DeVan
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Juli Bieser
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	COMPASS BANK
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Dorothy Marchand
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ David A. McCluskey
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AMEGY BANK
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ William B. Chapman
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title:
	 

	 	 	 	 	 	 




[Signature Page to First Amendment to Credit Agreement]

 









 





ACKNOWLEDGMENT OF GUARANTORS




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



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


[Acknowledgment of Guarantors]

 









 





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

	 	 	 	By:
	 	     /s/ Dwight Dunlap
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dwight L. Dunlap
	 

	 	 	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	WBRD LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	NRP (OPERATING) LLC,
	 	 	 	 	a Delaware limited liability company,
	 	 	 	 	its sole member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	     /s/ Dwight Dunlap
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dwight L. Dunlap
	 

	 	 	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	WPP LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	NRP (OPERATING) LLC,
	 	 	 	 	a Delaware limited liability company,
	 	 	 	 	its sole member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	     /s/ Dwight Dunlap
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dwight L. Dunlap
	 

	 	 	 	Title:
	 	Chief Financial Officer




[Signature Page to Acknowledgment of Guarantors]


 









 





EXHIBIT G




FORM OF

EXTENSION REQUEST




                                        , 200                    




Citibank, N.A.

2 Penns Way , 1st Floor

New Castle, Delaware 19702

Attention: Tara A. Wooster




Gentlemen:




     Reference is made to the $175,000,000 Revolving Credit Agreement dated as of October 29, 2004
(as amended from time to time, the “Credit Agreement”) among NRP (OPERATING) LLC (the
“Borrower”), CITIBANK, N.A., as Administrative Agent and the Lenders from time to time
party thereto. Terms used, but not otherwise defined herein, shall have the same meanings herein
as in the Credit Agreement. The Borrower hereby gives notice as required by Section
2.09(d) of the Credit Agreement of its request to extend the Maturity Date for an additional
one-year period.



     The Borrower hereby certifies that (i) this request complies with the terms of the Credit
Agreement and the provisions of Section 2.09(d) and (ii) no Default or Event of Default has
occurred and is continuing as of the date of this request.



	 	 	 	 	 	 	 
	 	 	Sincerely,
	 
	 	 	 	 	 	 
	 	 	NRP (OPERATING) LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 	 	Name:
	 

	 	 	 	 	 	 
	 	 	Title: