Second Amendment to Note Purchase Agreements between NRP (Operating) LLC and Note Holders (March 28, 2007)

Excution Version

EXHIBIT 4.2

Second Amendment

Dated as of March 28, 2007

to

Note Purchase Agreements dated as of June 19, 2003

Re:

5.55% Senior Notes, Series A, due June 19, 2023

4.91% Senior Notes, Series B, due June 19, 2018

5.55% Senior Notes, Series C, due June 19, 2013

5.05% Senior Notes, Series D, due July 19, 2020

5.82% Senior Notes, Series E, due March 28, 2024

Table of Contents

(Not a part of this Second Amendment)

Section		Heading		Page
Section 1.		Amendments to Note Agreements		1
Section 2.		Conditions Precedent		3
Section 3.		Representations and Warranties		4
Section 4.		Miscellaneous		4

Schedule I — Name of Holders and Principal Amount of Notes

Dated as of
March 28, 2007

To each of the holders
listed in Schedule I to
this Second Amendment

Ladies and Gentlemen:

     Reference is made to (i) the separate Note Purchase Agreements each dated as of June 19, 2003 as amended and supplemented from time to time (the “Note Agreements”), by and between NRP (Operating) LLC, a Delaware limited liability company (the “Company”), and each of you, respectively, (ii) the $50,100,000 aggregate principal amount of 5.55% Senior Notes, Series A, due June 19, 2023 of the Company (the “Series A Notes”), (iii) the $61,850,000 aggregate principal amount of 4.91% Senior Notes, Series B, due June 19, 2018 of the Company (the “Series B Notes”), (iv) the $35,000,000 aggregate principal amount of 5.55% Senior Notes, Series C, due June 19, 2013 of the Company (the “Series C Notes”), (v) $100,000,000 5.05% Senior Notes, Series D, due July 19, 2020 of the Company (the “Series D Notes”) and (vi) the $225,000,000 aggregate principal amount of 5.82% Senior Notes, Series E, due March 28, 2024 of the Company (the “Series E Notes” and collectively with the Series A, B, C, D and E Notes, the “Notes”). Capitalized terms used in this Second Amendment (this “Second Amendment”) without definition shall have the meanings given such terms in the Note Agreements.

     For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company requests the amendment of certain provisions of the Note Agreements as hereinafter provided.

     Concurrently with the Effective Date, this Second Amendment shall be effective, but only in the respects hereinafter set forth:

     Section 1. Amendments to Note Agreements.

     Section 1.1. Amendment to Section 9.7(c) of the Note Agreements. Section 9.7(c) of the Note Agreements is hereby amended to read as follows:

     “(c) Notwithstanding anything in this Agreement, in the Subsidiary Guarantee or in any Subsidiary Guarantee Supplement to the contrary, upon notice (the “Section 9.7(c) Notice”) by the Company to each holder of a Note (which Section 9.7(c) Notice shall contain a certification by the Company as to the matters specified in clauses (i), (ii) and (iii) below), any Subsidiary Guarantor specified in such Section 9.7(c) Notice shall cease to be a Subsidiary Guarantor and shall be automatically released from its obligations under the Subsidiary Guarantee (without the need for the execution or delivery of any other document by the holders of Notes or any other Person) if, (i) as at the date of such

NRP (Operating) LLC		Second Amendment

Section 9.7(c) Notice and after giving effect to such release, no Default or Event of Default shall have occurred and be continuing and the Company and its Subsidiaries would be able to incur at least $1.00 of additional Debt under Section 10.6(a)(iii) hereof, (ii) either (A) such Subsidiary Guarantor shall no longer be a Subsidiary of the Company or (B) such Subsidiary shall not be obligated in respect of the Bank Agreement (whether as direct obligor, guarantor or otherwise), and (iii) any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such release (other than administration and other de minimis fees and expenses and any other payments made to the extent that such fees and expenses were not made to induce the holder of such Debt to consent to such release), the holders of the Notes shall receive equivalent consideration.”

     Section 1.2. Technical Amendments (Corrections) to Certain Sections of the Note Agreements.

     (a) Section 5.13 of the Note Agreements is hereby amended by deleting the brackets appearing therein and substituting the number “45” therefor.

     (b) Section 8.1(a) and (b) of the Note Agreements is hereby amended by deleting the reference to “Section 8.5” each time it appears therein and substituting “Section 8.6” therefor.

     (c) Section 8.2 of the Note Agreements is hereby amended by deleting the reference to “Section 8.3” appearing therein and substituting “Section 8.4” therefor.

     (d) Section 10.7(c) of the Note Agreements is hereby amended by deleting the phrase “Funded Debt” appearing therein and substituting the word “Debt” therefor.

     (e) Section 13.2 of the Note Agreements is hereby amended by:

     (i) deleting the penultimate sentence appearing therein and substituting the following sentence therefor: “Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a series, one Note of such series may be in a denomination of less than $1,000,000.” and

     (ii) deleting the reference to “Section 6.4” appearing in the last sentence therein and substituting “Section 6.2” therefor.

     (f) The definition of “Affiliate” appearing in Schedule B to the Note Agreements is hereby amended by deleting the word “corporation” appearing in clause (b) thereof and substituting the word “Person” therefor.

NRP (Operating) LLC		Second Amendment

Section 2. Conditions Precedent.

     This Second Amendment shall not become effective until, and shall become effective on, the Business Day (the “Effective Date”) when each of the following conditions shall have been satisfied:

     (a) Each holder of Notes shall have received this Second Amendment, duly executed by the Company.

     (b) The Required Holders shall have consented to this Second Amendment as evidenced by their execution thereof.

     (c) Each Subsidiary Guarantor shall have consented to the terms of this Second Amendment by signing in the appropriate space on the signature page hereof.

     (d) The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct as of the date of the execution and delivery of this Second Amendment and as of the Effective Date.

     (e) Any consents or approvals from any holder or holders of any outstanding security or Debt of the Company and any amendments of agreements pursuant to which any securities or Debt may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel.

     (f) Each holder shall have received such certificates of officers of the Company as it may reasonably request with respect to this Second Amendment and the transactions contemplated hereby.

     (g) The Company shall have paid the fees and disbursements of the holders’ special counsel, Chapman and Cutler LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Second Amendment and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this Second Amendment.

     (h) All limited liability company and other proceedings in connection with the transactions contemplated by this Second Amendment and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

NRP (Operating) LLC		Second Amendment

Section 3. Representations and Warranties.

     The Company hereby represents and warrants that as of the date hereof and as of the date of execution and delivery of this Second Amendment:

     (a) This Second Amendment and the transactions contemplated hereby are within the limited liability company powers of the Company, have been duly authorized by all necessary limited liability company action on the part of the Company and this Second Amendment has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms.

     (b) After giving effect to this Second Amendment, there are no Defaults or Events of Default under the Note Agreements, as amended hereby.

     (c) The execution, delivery and performance of this Second Amendment by the Company does not and will not result in a violation of or default under (A) the articles of formation or limited liability company agreement of the Company, (B) any agreement to which the Company is a party or by which it is bound or to which any of its properties is subject, (C) any order, writ, injunction or decree binding on the Company, or (D) any statute, regulation, rule or other law applicable to the Company.

     (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Second Amendment.

     (e) The Company has not paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or shortened the maturity or average life of any indebtedness or permanently reduced any borrowing capacity, in each case, in connection with the obtaining of any consents or approvals of any Person in connection with the transactions contemplated hereby.

Section 4. Miscellaneous.

     Section 4.1. Except as amended herein, all terms and provisions of the Note Agreements, the Notes and related agreements and instruments are hereby ratified, confirmed and approved in all respects.

     Section 4.2. Each Subsidiary Guarantor, for itself as a guarantor under the Subsidiary Guarantee, consents to the terms of this Second Amendment and reaffirms, ratifies and confirms (a) in all respects each and every obligation and covenant made by it in the Subsidiary Guarantee and (b) that the Subsidiary Guarantee remains the legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms.

NRP (Operating) LLC		Second Amendment

     Section 4.3. Each reference in the Note Agreements to “this Agreement,” “hereunder,” “hereof,” or words of similar import in instruments or documents provided for in the Note Agreements or delivered or to be delivered thereunder or in connection therewith, shall, except where the context otherwise requires, be deemed a reference to the Note Agreement, as amended hereby.

     Section 4.4. This Second Amendment 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.

     Section 4.5. This Second Amendment and all covenants herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereunder. All covenants made by the Company herein shall survive the closing and the delivery of this Second Amendment.

     Section 4.6. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Second Amendment by facsimile shall be as effective as delivery of a manually executed counterpart of this Second Amendment.

[Remainder of Page Intentionally Left Blank - Signature Pages Follow]

NRP (Operating) LLC		Second Amendment

     The execution hereof by the holders shall constitute a contract among the Company and the holders for the uses and purposes hereinabove set forth.

     Each of the undersigned, severally, hereby acknowledges, approves and agrees to the foregoing Second Amendment and ratifies and confirms each of its obligations under the Subsidiary Guarantee.

		WPP LLC ACIN LLC WBRD LLC HOD LLC Shepard Boone Coal Company LLC Gatling Mineral, LLC Independence Land Company, 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		Second Amendment

Accepted as of the date aforesaid:

NRP (Operating) LLC		Second Amendment

Accepted as of the date aforesaid:

		Massachusetts Mutual Life Insurance Company
		By:		Babson Capital Management LLC, as Investment Adviser
				By
						Name:
						Title:
		C.M. Life Insurance Company
		By:		Babson Capital Management LLC, as Investment Sub-Adviser
				By
						Name:
						Title:
		MassMutual Asia Limited
		By:		Babson Capital Management LLC, as Investment Adviser
				By
						Name:
						Title:

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

		The Prudential Insurance Company of America
		By:		/s/ BL by TPD
				Vice President
		Prudential Arizona Reinsurance Captive Company
		By:		Prudential Investment Management, Inc., as investment manager
				By:		/s/ BL by TPD
						Vice President
		Universal Prudential Arizona Reinsurance Company
		By:		Prudential Investment Management, Inc., as investment manager
				By:		/s/ BL by TPD
						Vice President
		Prudential Retirement Insurance and Annuity Company
		By:		Prudential Investment Management, Inc., as investment manager
				By:		/s/ BL by TPD
						Vice President

NRP (Operating) LLC		Second Amendment

		Physicians Mutual Insurance Company
		By:		Prudential Private Placement Investors, L.P. (as Investment Advisor)
		By:		Prudential Private Placement Investors, Inc. (as its General Partner)
				By		/s/ BL by TPD
						Name: /s/ BL by TPD
						Title:
		Farmers New World 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/ BL by TPD
						Name: /s/ BL by TPD
						Title:

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

		New York Life Insurance Company
				By:		/s/ Kathleen A. Haberkern
						Name: Kathleen A. Haberkern
						Title: Director
		New York Life Insurance and Annuity Corporation
				By:		New York Life Investment Management LLC, Its investment manager
						By:		/s/ Kathleen A. Haberkern
						Name:		Kathleen A. Haberkern
						Title:		Director

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

		Indianapolis Life Insurance Company American Investors Life Insurance Company AmerUs Life Insurance Company
		By:		Aviva Capital Management, Inc., its authorized attorney-in-fact
				By:		/s/ Roger D. Fors
				Name:		Roger D. Fors
				Title:		V.P. – Private Placements

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

		AIG Annuity Insurance Company
		Merit Life Insurance Co.
		The United States Life Insurance Company in the City of New York
		The Variable Annuity Life Insurance Company
		By:		AIG Global Investment Corp., investment adviser
				By:		/s/ Lorri J. White
				Name:		Lorri J. White
				Title:		Vice President

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

		Merit Life Insurance Co.
		The United States Life Insurance Company in the City of New York
		The Variable Annuity Life Insurance Company
		By:		AIG Global Investment Corp., investment adviser
				By:		/s/ Lorri J. White
				Name:		Lorri J. White
				Title:		Vice President

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

		Connecticut General Life Insurance Company
		By: CIGNA Investments, Inc. (authorized agent)
				By:		/s/ Debra J. Height
				Name:		Debra J. Height
				Title:		Managing Director
		Life Insurance Company of North America
		By: CIGNA Investments, Inc. (authorized agent)
				By:		/s/ Debra J. Height
				Name:		Debra J. Height
				Title:		Managing Director

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

		CUNA Mutual Life Insurance Company CUNA Mutual Insurance Society CUMIS Insurance Society, Inc. MEMBERS Life Insurance Company
		By:		MEMBERS Capital Advisors, Inc., acting as Investment Advisor
				By:		/s/ James E. McDonald, Jr.
				Name:		James E. McDonald, Jr.
				Title:		Director, Private Placements

NRP (Operating) LLC		Second Amendment

Accepted as of the date aforesaid:

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

NRP (Operating) LLC		Second Amendment

Accepted as of the date aforesaid:

		Jefferson-Pilot Life Insurance Company
		By:		Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-In-Fact
		By
				Name:
				Title:
		Jefferson-Pilot Financial Insurance Company
		By:		Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-In-Fact
		By
				Name:
				Title:

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

		American United Life Insurance Company
				By		/s/ Kent R. Adams
						Name: Kent R. Adams
						Title: V.P. Fixed Income Securities
		The State Life Insurance Company
		By:		American United Life Insurance Company, Its Agent
				By		/s/ Kent R. Adams
						Name: Kent R. Adams
						Title: V.P. Fixed Income Securities
		Farm Bureau Mutual Insurance Company of Michigan
		By:		American United Life Insurance Company, Its Agent
				By		/s/ Kent R. Adams
						Name: Kent R. Adams
						Title: V.P. Fixed Income Securities
		Pioneer Mutual Life Insurance Company
		By:		American United Life Insurance Company, Its Agent
				By		/s/ Kent R. Adams
						Name: Kent R. Adams
						Title: V.P. Fixed Income Securities

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

American Equity Investment Life Insurance Company

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

State of Wisconsin Investment Board

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

Bankers Life and Casualty Company
Conseco Life Insurance Company
Conseco Senior Health Insurance Company
Conseco Health Insurance Company
Washington National Insurance Company

By: 40|86 Advisors, Inc. acting as Investment Advisor

NRP (Operating) LLC		Second Amendment

Accepted as of the date first written above.

EquiTrust Life Insurance Company

Farm Bureau Life Insurance Company

NRP (Operating) LLC		Second Amendment

Accepted as of the date aforesaid:

NRP (Operating) LLC		Second Amendment

Accepted as of the date aforesaid:

		Outstanding Principal Amount ($)
Name of Holder		of 2003, 2005 and 2007 Notes Held as of
		March 28, 2007
		Series A				Series B			Series C						Series D			Series E
Teachers Insurance and Annuity Association of America		$	12,525,000			$	7,731,250			$	7,500,000			$	21,000,000
Farmers New World Life Insurance						$	4,716,062.50
The Northwestern Mutual Life Insurance Company		$	14,195,000							$	9,000,000			$	11,000,000			$	17,000,000
Massachusetts Mutual Life Insurance Company		$	8,099,500			$	6,697,195.31			$	3,750,000			$	8,400,000
C.M. Life Insurance Company		$	1,503,000			$	1,497,929.69			$	750,000			$	900,000
Gerlach & Co. (as nominee of MassMutual Asia Limited)		$	835,000											$	700,000
Sun Life Insurance Company (U.S.) (successor by merger to Keyport Life Insurance Company)		$	10,020,000							$	2,500,000
Sun Life Assurance Company of Canada						$	6,571,562.50
New York Life Insurance Company						$	7,344,687.50			$	4,000,000			$	2,500,000			$	10,500,000
New York Life Insurance and Annuity Corporation						$	3,865,625			$	2,000,000			$	1,500,000			$	13,500,000
Jefferson-Pilot Life Insurance Company						$	8,890,937.50							$	5,000,000
Jefferson-Pilot Financial Insurance Company														$	2,000,000

Schedule I
(to Second Amendment)

		Outstanding Principal Amount ($)
Name of Holder		of 2003, 2005 and 2007 Notes Held as of
		March 28, 2007
		Series A				Series B				Series C				Series D				Series E
American United Life Insurance Company														$	4,000,000			$	4,000,000
The State Life Insurance Company														$	500,000			$	2,500,000
Pioneer Mutual Life Insurance Company														$	500,000
Farm Bureau Mutual Insurance Company of Michigan																		$	2,500,000
Cudd & Co. (as nominee of Farm Bureau Life Insurance Company)										$	4,000,000
EquiTrust Life Insurance Company																		$	2,000,000
National Life Insurance Company		$	2,087,500
Life Insurance Company of the Southwest										$	1,500,000							$	10,000,000
TFINN (as nominee of Beneficial Life Insurance Company)		$	835,000
Pru & Co.						$	14,534,750							$	8,080,000
Physicians Mutual Insurance Company														$	1,920,000
The Prudential Insurance Company of America																		$	33,500,000
Prudential Arizona Reinsurance Captive Company																		$	10,500,000

		Outstanding Principal Amount ($)
Name of Holder		of 2003, 2005 and 2007 Notes Held as of
		March 28, 2007
		Series A				Series B				Series C				Series D				Series E
Universal Prudential Arizona Reinsurance Company																		$	6,000,000
Mutual of Omaha Insurance Company														$	6,000,000
United of Omaha Life Insurance Company																		$	10,000,000
AIG Annuity Insurance Company														$	20,000,000
Merit Life Insurance Co.														$	6,000,000			$	5,000,000
The United States Life Insurance Company in the City of New York																		$	5,000,000
The Variable Annuity Life Insurance Company																		$	7,000,000
Hare & Co. (as nominee of Indianapolis Life Insurance Company)																		$	3,000,000
Hare & Co. (as nominee of American Investors Life Insurance Company)																		$	10,000,000
Hare & Co. (as nominee of AmerUs Life Insurance Company)																		$	8,000,000
CIG & CO. (as nominee of Connecticut General Life Insurance Company)																		$	10,000,000

		Outstanding Principal Amount ($)
Name of Holder		of 2003, 2005 and 2007 Notes Held as of
		March 28, 2007
		Series A				Series B				Series C				Series D				Series E
CIG & CO. (as nominee of Life Insurance Company of North America)																		$	4,000,000
TURNKEYS + CO (as nominee of CUNA Mutual Insurance Society)																		$	3,600,000
TURNSPEED + CO (as nominee of CUNA Mutual Life Insurance Company)																		$	5,400,000
TURNJETTY + CO (as nominee of CUMIS Insurance Society, Inc.)																		$	1,800,000
TURNLAUNCH + CO (as nominee of MEMBERS Life Insurance Company)																		$	1,200,000
Hare & Co. (nominee of Protective Life Insurance Company)																		$	10,000,000
Mac & Co. (as nominee of Pacific Life Insurance Co.)																		$	10,000,000
CHIMEFISH & CO (as nominee of American Equity Investment Life Insurance Co.)																		$	8,000,000
State of Wisconsin Investment Board																		$	6,000,000

		Outstanding Principal Amount ($)
Name of Holder		of 2003, 2005 and 2007 Notes Held as of
		March 28, 2007
		Series A				Series B				Series C				Series D				Series E
Hare & Co. (as nominee of Bankers Life and Casualty Company)																		$	3,000,000
Hare & Co. (as nominee of Conseco Life insurance Company)																		$	500,000
Hare & Co. (as nominee of Conseco Senior Health Insurance Company)																		$	500,000
Hare & Co. (as nominee of Conseco Health Insurance Company)																		$	500,000
Hare & Co. (as nominee of Washington National Insurance Company)																		$	500,000
Total:		$	50,100,000			$	61,850,000			$	35,000,000			$	100,000,000			$	225,000,000