NRP (Operating) LLC and First Supplement to Note Purchase Agreements Dated as of July 19, 2005

EXHIBIT 4.1

NRP (Operating) LLC

and

First Supplement to Note Purchase Agreements

Dated as of July 19, 2005

NRP (Operating) LLC

Dated as of
July 19, 2005

To the Purchaser(s) named in
Schedule A hereto

Ladies and Gentlemen:

     This First Supplement to Note Purchase Agreements (the “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 (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 Purchaser(s) as follows:

     1.  Authorization of Notes . The Company has authorized the issue and sale of $100,000,000 aggregate principal amount of its 5.05% Series D Senior Notes due July 19, 2020 (the “Series D Notes” ). The Series D 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 Series D Notes shall be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Company.

     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 agrees to purchase from the Company, Series D Notes in the principal amount set forth opposite such Purchaser’s name on Schedule A hereto at a price of 100% of the principal amount thereof on the applicable Closing hereafter mentioned.

     3.  Closings . The sale and purchase of the Series D 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, on the date or dates set forth opposite each

Purchaser’s name on Schedule A, the first of which date shall occur on July 19 , 2005 ( the “First Closing” ), and the second of which shall occur on J anuary 19, 2006 ( the “Second Closing” , and together with the First Closing being referred to, individually, as a “Closing” and, collectively, as the “Closings” ) or, in the case of each such Closing, on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers participating in the related Closings. At each Closing, the Company will deliver to each Purchaser the Series D Notes to be purchased by such Purchaser in the form of a single Series D Note (or such greater number of Series D Notes in denominations of at least $250,000 as such Purchaser may request) dated the date of such 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 relevant Closing the Company shall fail to tender such Series D 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 Series D Notes to be sold to such Purchaser at each 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 Series D 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, and subject to the following additional conditions:

     (a) Contemporaneously with such Closing, the Company shall sell to each Purchaser the Series D Notes to be purchased by such Purchaser at such Closing as specified in Schedule A.

     (b) As a condition to the Second Closing, the Company shall have issued and sold 100% of the Series D Notes to be issued and sold on the date of the First Closing in accordance with the terms and provisions hereof.

     5.  Required Prepayments . The Company will prepay the Series D 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 of the Series D Notes pursuant to Section 6 or Section 7 of this Supplement or purchase of the Series D Notes permitted by Section 10 of this Supplement, the principal amount of each required prepayment of the Series D 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 Series D Notes is reduced as a result of such prepayment or purchase.

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     6.  Optional Prepayments with Make-Whole Amount . The Company may, at its option, upon notice as provided below, prepay at any time after the Second Closing all, or from time to time any part of, the Series D 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 Series D Notes determined for the prepayment date with respect to such principal amount. The Company will give each holder of Series D Notes written notice of 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 Series D Notes to be prepaid on such date, the principal amount of each Series D Note held by such holder to be prepaid (determined in accordance with Section 8 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 Series D 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 Series D Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

     7.  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 Series D 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 7 of this Supplement. Such Change of Control Notice shall contain and constitute an offer to prepay the Series D Notes as described in Section 7(c) of this Supplement and shall be accompanied by the certificate described in Section 7(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 Series D Notes written notice containing and constituting an offer to prepay the Series D Notes as described in subparagraph (c) of this Section 7 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 7 of this Supplement, and (ii) contemporaneously with such action, it prepays all Series D Notes required to be prepaid in accordance with this Section 7 of this Supplement.

     (c)  Offer to Prepay Notes . The offer to prepay Series D Notes contemplated by paragraph (a) and (b) of this Section 7 of this Supplement shall be an offer to prepay, in accordance with and subject to this Section 7 of this Supplement, all, but not less than all, the Series D Notes held by each holder (in this case only, “holder” in respect of any Series D 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

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Date” ). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 7 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 Series D Notes may accept the offer to prepay made pursuant to this Section 7 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 Series D Notes to respond to an offer to prepay made pursuant to this Section 7 of this Supplement shall be deemed to constitute a rejection of such offer by such holder.

     (e)  Prepayment . Prepayment of the Series D Notes to be prepaid pursuant to this Section 7 of this Supplement shall be at 100% of the principal amount of the Series D 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 7 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 7 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 Series D 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 7 of this Supplement in respect of such Change in Control shall be deemed rescinded).

     (g)  Officer’s Certificate . Each offer to prepay the Series D Notes pursuant to this Section 7 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 7 of this Supplement; (iii) the principal amount of each Series D Note offered to be prepaid (which shall be 100% of each such Series D Note); (iv) the interest that would be due on each Series D Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section 7 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,

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     (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 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.

     (i) All calculations contemplated in this Section 7 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.

     8.  Allocation of Partial Prepayments . In the case of each partial prepayment of the Series D Notes pursuant to Section 5 of this Supplement, the principal amount of the Series D Notes to be prepaid shall be allocated among all of the Series D Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof. In the case of each partial prepayment of the Series D Notes pursuant to Section 6 of this Supplement, the principal amount of the Series D Notes to be prepaid shall be allocated among all of the Series D Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

     9.  Maturity; Surrender, Etc . In the case of each prepayment of Series D Notes pursuant to Sections 5, 6 or 7 of this Supplement, the principal amount of each Series D 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 Series D Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Series D Note shall be issued in lieu of any prepaid principal amount of any Series D Note.

     10.  Purchase of Notes . The Company will not and will not p