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Item 1.01
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Entry Into a Material Definitive Agreement
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On September 9, 2016, NRP (Operating) LLC (“NRP Operating”) entered into the Fourth Amendment (the “NPA Amendment”) to Note Purchase Agreements dated as of June 19, 2003, as amended (the “Note Purchase Agreements”) relating to NRP Operating’s 5.55% Senior Notes, Series A, due June 19, 2023, 4.91% Senior Notes, Series B, due June 19, 2018, 5.05% Senior Notes, Series D, due July 19, 2020, 5.82% Senior Notes, Series E, due March 28, 2024, 8.38% Senior Notes, Series F, due March 25, 2019, 8.92% Senior Notes, Series G, due March 25, 2024, 4.73% Senior Notes, Series H, due December 1, 2023, 5.03% Senior Notes, Series I, due December 1, 2026, 5.03% Senior Notes, Series J, due December 1, 2026, 5.18% Senior Notes, Series K, due December 1, 2026 (collectively, the “Notes”).
Under the NPA Amendment, NRP Operating has agreed to use certain asset sale proceeds to make mandatory prepayment offers on the Notes as follows:
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Until the earlier of the time that (1) NRP Operating has sold $300 million of assets or (2) June 30, 2020, NRP Operating will be required to make prepayment offers to the holders of the Notes using 25% of the net cash proceeds from certain asset sales; and
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After the earlier to occur of the dates above, NRP Operating will be required to make prepayment offers to the holders of the Notes using an amount of net cash proceeds from certain asset sales that will be calculated pro-rata based on the amount of Notes then outstanding compared to the other total NRP Operating senior debt outstanding that is being prepaid.
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The mandatory prepayment offers described above will be made pro-rata across each series of outstanding Notes and will not require any make-whole payment by NRP Operating. In addition, the remaining principal and interest payments on the Notes will be adjusted accordingly based on the amount of Notes actually prepaid. The prepayments will not the affect maturity dates of any series of the Notes.
A copy of the NPA Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the NPA Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of such agreement.