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