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

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,

$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

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

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

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

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

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

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

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.

     (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.

     (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

(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]

     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.

     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.

Accepted as of the date first written above.

Accepted as of the date first written above.

Accepted as of the date first written above.

Accepted as of the date first written above.

Accepted as of the date first written above.

Accepted as of the date first written above.