CONTRIBUTING AGREEMENT

Exhibit 2.1

CONTRIBUTION AGREEMENT

by and among

DINGESS-RUM PROPERTIES, INC.,

as Seller

and

NATURAL RESOURCE PARTNERS L.P.

and

WPP LLC,

as Buyer

December 19, 2006

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

CONTRIBUTION AGREEMENT

      THIS CONTRIBUTION AGREEMENT (this “ Agreement ”) dated as of December 19, 2006 is by and among Dingess-Rum Properties, Inc., a West Virginia corporation (“ DRPI ”), Natural Resource Partners L.P., a Delaware limited partnership (“ Partnership ”), and WPP LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (“ Buyer ”). DRPI, the Partnership and Buyer are sometimes referred to collectively herein as the “ Parties ” and individually as a “ Party .”

RECITALS

      WHEREAS , prior to the date of this Agreement, D-R Stores, Inc., a West Virginia corporation and direct wholly owned subsidiary of DRPI (“ D-R Stores ”), merged (the “ Merger ”) with and into DRPI, with DRPI being the corporation surviving the Merger, in accordance with the West Virginia Business Corporation Act.

      WHEREAS , DRPI is the owner of the Assets; and DRPI desires to contribute to Buyer, and Buyer desires to acquire from DRPI, the Assets in exchange for the Transaction Units, subject to and in accordance with the terms and conditions of this Agreement.

      WHEREAS , the Parties intend that the contribution of the Assets by DRPI to Buyer in exchange for the Transaction Units shall be treated as a non-taxable exchange under Section 721 of the Code.

      NOW , THEREFORE , in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATIONS

     1.1 Definitions . Unless otherwise provided to the contrary in this Agreement, capitalized terms in this Agreement shall have the meanings set forth in Exhibit A .

     1.2 Interpretations . Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:

          (a) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

          (b) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

          (c) The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. All references in this Agreement to articles, sections or subdivisions hereof shall refer to the corresponding article,

section or subdivision hereof of this Agreement unless specific reference is made to such articles, sections, or subdivisions of another document or instrument.

          (d) A reference to any agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (e) A reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

          (f) The word “including” shall mean including without limitation.

          (g) The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part of this Agreement.

ARTICLE 2
CONTRIBUTION OF ASSETS

     2.1 Contribution . Subject to the terms and conditions of this Agreement, DRPI agrees to contribute to Buyer, and Buyer agrees to acquire from DRPI, all of DRPI’s right, title and interest in the following (collectively, the “ Assets ”):

          (a) the Mineral Properties;

          (b) the Surface Properties;

          (c) the Leases;

          (d) the Timber Management Agreement;

          (e) the Records; and

          (f) the Personal Property.

     2.2 Excluded Assets . It is specifically agreed that DRPI is not contributing and Buyer is not acquiring the following assets, all of which shall be deemed excluded from the definition of “Assets” (“ Excluded Assets ”):

     (a) Any cash, accounts receivable, notes receivable or cash equivalents of DRPI attributable to the Assets and relating to the period prior to the Effective Time (whether or not received after the Effective Time);

     (b) Any oil, gas and other hydrocarbons, including coal-bed methane, and any substances necessarily produced in association with such oil, gas and other hydrocarbons; and

     (c) Any right to use DRPI’s names, marks or insignia, or to use the name of any subsidiary or Affiliate of DRPI.

It is the intention of DRPI and Buyer that coal shall be the dominant estate with respect to the Assets and the exercise of oil and gas, surface and other rights retained by DRPI shall not unreasonably interfere with the operations relating to the mining, production, treatment, transportation of coal or other use of the Assets by Buyer.

     2.3 Consideration . The aggregate consideration for the Assets shall be the Transaction Units (the “ Consideration ”). In exchange for the contribution of the Assets by DRPI to Buyer, the Partnership agrees to issue and deliver to DRPI at Closing certificates representing the Transaction Units, which units will be duly issued, fully paid and free of any liens, claims or encumbrances (other than restrictions on transfer arising under this Agreement or under federal or state securities laws), and such delivery shall constitute receipt by DRPI of the Consideration. Immediately upon receipt of the Transaction Units, DRPI shall accede to the Partnership Agreement as a limited partner of the Partnership.

     2.4 The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place on the third business day after the DRPI Stockholder Approval has been obtained, or at such other time agreed by DRPI and Buyer (the “ Closing Date ”), and at such place as agreed by DRPI and Buyer. All of the deliveries of documents that are contemplated by this Agreement to be made at the Closing shall be delivered to the applicable Party or Parties by (i) in person delivery, (ii) overnight courier service for delivery on the Closing Date or (iii) if delivery by overnight courier service on the Closing Date is not practicable, then by facsimile on the Closing Date, with original executed documents delivered on the next succeeding business day. Any documents to be delivered to a Party on the Closing Date will be delivered and held in escrow until the Parties communicate via telephone to confirm delivery of all documents and consummation of all other actions contemplated by this Article 2.

     2.5 Effective Time . The transactions contemplated by this Agreement shall be effective for accounting, reporting and financial purposes as of 12:01 a.m. on January 1, 2007 (the “ Effective Time ”). Partnership and Buyer agree to treat the exchange of Assets for Transaction Units as a non-taxable exchange under Section 721 of the Code and will file all tax returns and tax information reports consistent with such treatment.

     2.6 Deliveries at the Closing . At the Closing:

          (a) DRPI will:

               (i) execute and deliver to Buyer special warranty deeds in substantially the forms attached as Exhibit B , conveying to Buyer the Mineral Properties and related mining rights and the Surface Properties, together with any transfer Tax declarations required by applicable Law;

               (ii) execute and deliver to Buyer the Assignment and Assumption of Leases in substantially the form attached as Exhibit C (the “ Assignment and Assumption of Leases ”);

               (iii) execute and deliver to Buyer the Bill of Sale in substantially the form of Exhibit D (the “ Bill of Sale ”), together with certificates of title with respect to any motor vehicles duly completed by DRPI, transferring to Buyer title to the Records and Personal Property;

               (iv) execute and deliver to Buyer the Assignment and Assumption of Timber Management Agreement in substantially the form attached as Exhibit E (the “ Assignment and Assumption of Timber Management Agreement ”);

               (v) deliver to Buyer possession of the Assets, other than any Records that are not physically located in any of the buildings that are part of the Surface Properties, possession of which shall be delivered to Buyer in accordance with Section 5.3;

               (vi) deliver to Buyer (A) a certificate executed by the appropriate officers of DRPI certifying the satisfaction by DRPI of the conditions specified in Section 6.2(a) and Section 6.2(b) of this Agreement, (B) a certificate executed by the secretary of DRPI certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the board of directors of DRPI authorizing this Agreement and the transactions contemplated hereby and the DRPI Stockholder Approval, and (C) an incumbency certificate in customary form evidencing the authority of the officers of DRPI executing this Agreement and the other Transaction Documents delivered pursuant to this Agreement on behalf of DRPI;

               (vii) deliver to Buyer the certificate required by Section 9.8 hereof; and

               (viii) deliver to Buyer copies of DRPI’s Required Consents, which shall be on terms reasonably acceptable to Buyer;

          (b) Buyer will:

               (i) execute and deliver to DRPI the Assignment and Assumption of Leases;

               (ii) execute and deliver to DRPI the Assignment and Assumption of Timber Management Agreement;

               (iii) execute and deliver to DRPI the Bill of Sale; and

               (iv) deliver to DRPI (A) a certificate executed by the appropriate officers of each of Buyer and the Partnership certifying the satisfaction by Buyer and the Partnership of the conditions specified in Section 6.1(a) and Section 6.1(b) of this Agreement, (B) a certificate executed by the secretary of each of Buyer and the Partnership certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the appropriate boards of directors on behalf of each of Buyer and the Partnership authorizing this Agreement and the transactions contemplated hereby by Buyer and the Partnership, and (C) an incumbency

certificate in customary form evidencing the authority of the officers of each of Buyer and the Partnership executing this Agreement and the other Transaction Documents delivered pursuant to this Agreement on behalf of Buyer and the Partnership; and

          (c) The Partnership will:

               (i) issue to DRPI the Transaction Units, which securities shall be issued on original issue and evidenced by a certificate duly executed and delivered by or on behalf of the Partnership; and

               (ii) deliver to DRPI copies of the Partnership’s and Buyer’s Required Consents, which shall be on terms reasonably acceptable to DRPI.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF DRPI

     3.1 Representations as to DRPI and Transaction . DRPI hereby represents and warrants to Buyer and the Partnership as follows:

          (a) Organization of DRPI . DRPI is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of West Virginia.

          (b) Authorization of Transaction . DRPI has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which DRPI is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which DRPI is a party and the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action, corporate and otherwise, on the part of DRPI, other than the DRPI Stockholder Approval, which is a condition to Closing. This Agreement has been duly executed and delivered on behalf of DRPI and, at the Closing, all other Transaction Documents required hereunder to be executed and delivered by DRPI shall have been duly executed and delivered by DRPI. This Agreement and the other Transaction Documents to which DRPI is a party constitute the valid and legally binding obligations of DRPI enforceable against DRPI in accordance with their respective terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Prior to the date of this Agreement, D-R Stores merged with and into DRPI, with DRPI being the surviving corporation, and the Merger has become effective, in each case in accordance with the West Virginia Business Corporation Act and the Organizational Documents of D-R Stores and DRPI.

          (c) Noncontravention . Neither the execution and delivery of this Agreement or any of the other Transaction Documents to which DRPI is a party, nor the consummation of the transactions contemplated hereby or thereby by DRPI, will (i) violate or conflict with any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which DRPI or any of the Assets of DRPI is subject or any provision of DRPI’s Organizational Documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate,

5

terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which DRPI is a party or by which DRPI or any of its assets (including the Assets) is subject or bound, except where the violation, conflict, breach, default, right to accelerate, terminate, modify or cancel or failure to give notice could not reasonably be expected to have a Material Adverse Effect on DRPI.

          (d) Consents . Other than the DRPI Stockholder Approval, which is a condition to Closing, DRPI is not required to give notice to, make any filing with, or obtain any authorization, consent, or approval of any Person or Governmental Authority for DRPI to execute and deliver this Agreement and the other Transaction Documents to which DRPI is a party or to consummate the transactions contemplated hereby or thereby, other than those that have been given, made or obtained as of the date of this Agreement or that will be obtained by DRPI in the ordinary course of business, all as are set forth in Schedule 3.1(d) (“ DRPI’s Required Consents ”).

          (e) Brokers’ Fees . Neither DRPI nor any of its Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, including any for which Buyer could become liable or obligated, except for any fees to be paid to Bovaro Partners, LLC, which fees will be paid by DRPI.

          (f) Solvency . As of the date of this Agreement, and after consummation of the transactions contemplated by this Agreement, DRPI is not, and will not be, insolvent or unable to pay its debts nor has it, or will it have, made a general assignment with or for the benefit of its creditors, and no proceeding under any bankruptcy, insolvency or reorganization Law has been, or will have been, commenced by or with respect to DRPI.

          (g) Investor Status .

               (i) The Transaction Units are being acquired by DRPI for investment purposes only, for DRPI’s own account and not as nominee or agent for any other person or entity, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.

               (ii) DRPI has such expertise, knowledge and sophistication in financial and business matters generally that it is capable of evaluating, and has evaluated, the merits and economic risks of its investment in the Partnership and the suitability of the Transaction Units as investments.

               (iii) In connection with the acquisition of the Transaction Units, DRPI has had the opportunity to ask questions of and receive answers from the officers, employees and representatives of the Partnership concerning the Partnership and to obtain such additional information about the Partnership as DRPI deems necessary for an evaluation thereof. The investment decision of DRPI to acquire the Transaction Units has been based solely upon the evaluation made by DRPI of the Partnership. In evaluating the suitability of an investment in the Partnership, DRPI has not been furnished and has not relied upon any representations or other information (whether oral or written) other than as contained in the representations and

warranties of the Partnership and Buyer in this Agreement and information in the instruments referred to in Section 3.1(g)(iv); provided that DRPI’s investigation and evaluation shall not affect DRPI’s ability to rely on the representations and warranties of the Partnership and Buyer contained herein.

               (iv) DRPI acknowledges that it has received, sufficiently in advance of this Agreement as DRPI deems necessary to evaluate an investment in the Transaction Units, a copy of each of the Partnership SEC Documents, and has been informed that copies of Exhibits to each of the Partnership SEC Documents will be made available to DRPI upon its written request.

               (v) DRPI is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.

               (vi) DRPI acknowledges that the Transaction Units have not been offered or sold by means of any form of general solicitation or general advertising or by means of publicly disseminated advertisements or sales literature.

          (h) Status of Transaction Units; Disposition .

               (i) DRPI acknowledges that no registration statement relating to the Transaction Units has been filed under the Securities Act or any state securities law and that, consequently, the Transaction Units are “restricted securities” within the meaning of Rule 144 under the Securities Act, may not be sold, pledged, hypothecated or otherwise transferred (and, therefore, must be held by DRPI) unless the Transaction Units subsequently are registered under the Securities Act and such state laws or unless an exemption from such registration requirements is available, subject to Section 5.4(b).

               (ii) Neither DRPI nor anyone acting on its behalf has offered or sold or will offer or sell any of the Transaction Units by means of any form of general solicitation or general advertising or has taken or will take any action that would constitute a distribution of the Transaction Units under the Securities Act, would render the disposition of the Transaction Units a violation of Section 5 of the Securities Act or any state or other applicable securities law, or would require registration or qualification pursuant thereto.

     3.2 Representations and Warranties Concerning the Assets . DRPI hereby represents and warrants to Buyer and the Partnership as follows:

          (a)  Title to the Assets . The Assets are free and clear of all Encumbrances, except for (i) Permitted Encumbrances, (ii) Encumbrances that could not reasonably be expected to have a Material Adverse Effect and (iii) those Encumbrances listed and described in Schedule 3.2(a) . Schedule 2.1(a) contains, to the Knowledge of DRPI, a complete listing of all material Mineral Properties and Surface Properties, and Schedule 2.1(c) contains, to the Knowledge of DRPI, a complete listing of all material Leases. Schedules 2.1(a) and 2.1(c) are, to the Knowledge of DRPI, true and accurate in all material respects.

          (b)  No Adverse Claims . To DRPI’s Knowledge, there are no adverse claims to any of the Assets except for (i) Permitted Encumbrances, (ii) those claims which could not

reasonably be expected to have a Material Adverse Effect on DRPI or the Assets, and (iii) those claims listed and described in Schedule 3.2(b) . There are no eminent domain, zoning or condemnation proceedings pending, or to DRPI’s Knowledge, threatened against any of the Assets except such proceedings that could not reasonably be expected to have a Material Adverse Effect on DRPI or the Assets.

          (c)  Tax Matters . Except as could not reasonably be expected to have a Material Adverse Effect on DRPI:

               (i) There is no dispute or claim concerning any Tax liability with respect to the Assets claimed or raised in writing and delivered to DRPI on or before the Closing Date by any Governmental Authority.

               (ii) There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Tax Returns required to be filed on or before the Closing Date by or with respect to the Assets or for which Buyer or the Partnership may be responsible.

               (iii) DRPI has filed all Tax Returns with respect to the Assets of DRPI that were required to be filed on or before the Closing Date and such Tax Returns (with respect to such Assets) are accurate in all material respects. All Taxes shown as due with respect to the Assets on any such Tax Returns have been paid.

               (iv) No special assessments for improvements are outstanding with respect to the Assets.

          (d) Litigation . Except as set forth in Schedule 3.2(d) , none of the Assets (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is the subject of any pending, or to DRPI’s Knowledge, threatened claim or demand by notice of violation or liability from, or action, suit, proceeding, hearing or investigation of, in, or before, any Person or Governmental Authority, except where any of the foregoing could not reasonably be expected to have a Material Adverse Effect on DRPI or the Assets.

          (e) Environmental Matters .

               (i) With respect to the Assets, to DRPI’s Knowledge, DRPI and each lessee of DRPI is in compliance with all applicable federal, state and local Laws (including common law) relating to the protection of the environment as in effect on or before the date of this Agreement, including the Surface Mining Control and Reclamation Act of 1977, 30 U.S.C. section 1201 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. section 9601, et seq. (“ CERCLA ”), the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. section 6901, et seq., the Clean Air Act, as amended, 42 U.S.C. section 7401, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. section 1251, et seq., and the Oil Pollution Act of 1990, 33 U.S.C. section 2701, et seq. and the statutes, regulations, rules and orders of all agencies responsible for supervision and enforcement of environmental and mining laws of West Virginia (collectively, the “ Environmental Laws ” and individually an “ Environmental Law ”), except for such

instances of noncompliance that could not reasonably be expected to have a Material Adverse Effect on DRPI or the Assets.

               (ii) Except as could not reasonably be expected to have a Material Adverse Effect on DRPI or the Assets, to DRPI’s Knowledge, DRPI has not incurred and has not received notice of, any claims, liabilities, losses, costs, damages or expenses (including attorneys’ fees) with respect to the Assets arising under any Environmental Laws.

               (iii) Except as could not be reasonably expected to have a Material Adverse Effect on DRPI, (A) there are no pending or, to DRPI’s Knowledge, threatened claims, demands, notices of violation or liability, actions, suits, proceedings, hearings or investigations against DRPI with respect to the Assets under any Environmental Laws, and (B) none of the Assets is subject to any outstanding injunction, judgment, order, decree, ruling or charge under any Environmental Laws.

               (iv) DRPI has not received any notice that DRPI or its predecessors in title with respect to the Assets is or may be a potentially responsible party under CERCLA or any analogous state law in connection with any site actually or allegedly containing or used for the treatment, storage or disposal of Hazardous Substances.

               (v) Each representation and warranty contained in this Section 3.2(e) is true and correct as of the date of this Agreement and, as of the Closing Date, will be true and correct except as to any matters to the contrary that are described in the Phase I report described in Section 6.2(e).

          (f) Leases and Timber Management Agreement . Except as set forth in Schedule 3.2(f) , the Leases and the Timber Management Agreement are in full force and effect, and DRPI has performed all material obligations required to be performed by it under such Leases and the Timber Management Agreement and is not in default under any obligation of such Leases or the Timber Management Agreement. DRPI has no Knowledge of any default by any counterparty to a Lease or the Timber Management Agreement.

          (g) Compliance with Law . DRPI has not itself conducted active mining operations in the area where the Assets are located but DRPI has permitted active mining operations and other physical operations to be conducted in such area pursuant to the Leases and the Timber Management Agreement. To DRPI’s Knowledge, DRPI has complied in all material respects with all applicable Laws respecting its ownership of the Assets.

          (h) Licenses and Permits . To DRPI’s Knowledge, DRPI has obtained all permits, licenses, franchises, authorizations, consents, and approvals, and has made all filings and notifications and maintained all information, documentation and records, required of DRPI under applicable Laws including Environmental Laws with respect to the Assets, and to DRPI’s Knowledge, all such permits, licenses, franchises, authorizations, consents, approvals, filings and notifications are in full force and effect, except for such matters that could not reasonably be expected to have a Material Adverse Effect on DRPI or the Assets.

ARTICLE 4

     4.1 Representations and Warranties of Buyer and the Partnership . Buyer and the Partnership hereby jointly and severally represent and warrant to DRPI as follows:

          (a) Organization . Each of Buyer and the Partnership is a limited liability company or limited partnership, as applicable, duly organized, validly existing, and in good standing under the Laws of the State of Delaware. Buyer is a disregarded entity, for U.S. federal income tax purposes, whose sole indirect owner is the Partnership. The Partnership is treated as a partnership, and not as an association taxable as a corporation, for U.S. federal income tax purposes.

          (b) Authorization of Transaction . Each of Buyer and the Partnership has full limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which Buyer or the Partnership, as applicable, is a party and the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action, limited liability company, limited partnership and otherwise, on the part of Buyer and the Partnership. This Agreement has been duly executed and delivered on behalf of each of Buyer and the Partnership and, at the Closing, all other Transaction Documents required hereunder to be executed and delivered by Buyer or the Partnership, as applicable, shall have been duly executed and delivered by Buyer or the Partnership, as applicable. This Agreement and the other Transaction Documents to which Buyer or the Partnership, as applicable, is a party constitute the valid and legally binding obligations of Buyer or the Partnership, as applicable, enforceable against Buyer or the Partnership, as applicable, in accordance with their respective terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          (c) Noncontravention . Assuming the Partnership’s and Buyer’s Required Consents have been given, made or obtained, neither the execution and delivery of this Agreement or any of the other Transaction Documents to which Buyer or the Partnership is a party, nor the consummation of the transactions contemplated hereby or thereby by Buyer or the Partnership, will (i) violate or conflict with any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which Buyer or the Partnership is subject or any provision of Buyer’s or the Partnership’s Organizational Documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer or the Partnership is a party or by which Buyer or the Partnership or any of their respective assets is subject or bound, except where the violation, conflict, breach, default, right to accelerate, terminate, modify or cancel or failure to give notice would not have a Material Adverse Effect on the Partnership or Buyer.

          (d) Consents . Other than (i) such filings and/or notices as may be required under the Securities Act or the Exchange Act; (ii) filings with the NYSE; and (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” laws, which will be made prior to the Closing (other than any that are customarily made after the closing of transactions of this type), neither Buyer nor the Partnership is required to give notice to, make any filing with, or obtain any authorization, consent, or approval of any Person or Governmental Authority for such Party to execute and deliver this Agreement and the other Transaction Documents to which such Party is a party or to consummate the transactions contemplated hereby or thereby, other than those that have been given, made or obtained as of the date of this Agreement and are set forth in Schedule 4.1(d) (the “ Partnership’s and Buyer’s Required Consents ”).

          (e) Brokers’ Fees . None of Buyer, the Partnership or any of their respective Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, including any for which DRPI could become liable or obligated.

          (f) Solvency . As of the date of this Agreement, and after consummation of the transactions contemplated by this Agreement, neither Buyer nor the Partnership is insolvent or unable to pay its debts and neither the Buyer nor the Partnership has made a general assignment with or for the benefit of its creditors, and no proceeding under any bankruptcy, insolvency or reorganization Law has been commenced by or with respect to Buyer or the Partnership.

          (g) Capital Structure of the Partnership . As of the date of this Agreement, the authorized Equity Interest of the Partnership is as set forth in the Partnership Agreement. At the close of business on December 15, 2006: (i) 19,663,715 Common Units were issued and outstanding; (ii) 5,676,817 Subordinated Units were issued and outstanding; (iii) the General Partner held 2% of the total partnership interest in the Partnership; (iv) no Common Units were subject to issuance under outstanding awards, or reserved for issuance pursuant to awards that may be granted, under the Partnership Long-Term Incentive Plan; (v) no Voting Debt of the Partnership was issued and outstanding; and (vii) the Incentive Distribution Rights were held by the General Partner and the limited partners of the General Partner. Except as expressly set forth in this Agreement, the other Transaction Documents or the Partnership SEC Documents, as of the date of this Agreement, there are outstanding: (A) no Equity Interests or Equity Interest Equivalents, Voting Debt or other voting securities of the Partnership; (B) no securities of the Partnership or any subsidiary of the Partnership convertible into or exchangeable for shares of Equity Interests or Equity Interest Equivalents, Voting Debt or other voting securities of the Partnership or any subsidiary of the Partnership; and (C) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which the Partnership or any subsidiary of the Partnership is a party or by which it is bound in any case obligating the Partnership or any subsidiary of the Partnership to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Equity Interests or Equity Interest Equivalents or any Voting Debt or other voting securities of the Partnership or of any subsidiary of the Partnership or obligating the Partnership or any subsidiary of the Partnership to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

          (h) SEC Documents . The Partnership has made available to DRPI a true and complete copy of each of the Partnership SEC Documents and exhibits to each of the Partnership SEC Documents. The Partnership SEC Documents include all the documents (other than preliminary material) that the Partnership was required to file under the Exchange Act with the SEC since December 31, 2005. As of their respective dates, the Partnership SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to such Partnership SEC Documents, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Partnership included in the Partnership SEC Documents were prepared from the books and records of the Partnership and its subsidiaries, complied in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which is material) the consolidated financial position of the Partnership and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Partnership and its consolidated subsidiaries for the periods presented therein.

          (i) Transaction Units Validly Issued . The Transaction Units, and the limited partner interests represented thereby, when issued by the Partnership upon delivery of the Assets to Buyer, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessable (except as such non-assessability may be affected by Section 17-607 of the Delaware Limited Partnership Act). DRPI shall be admitted as a limited partner of the Partnership upon the issuance of the Transaction Units to DRPI and shall be entitled to all of the rights and protections of a limited partner under the Delaware Limited Partnership Act and the provisions of the Partnership Agreement, with the same rights, preferences, and privileges as all other holders of Common Units.

          (j) Offering . Subject in part to the truth and accuracy of DRPI’s representations set forth in Section 3.1 of this Agreement, the offer, sale and issuance of the Transaction Units contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and the qualification or registration requirements of the Law or other applicable blue sky laws.

          (k) Litigation . There is no action, suit, or proceeding, pending or known to be threatened, against or affecting either Buyer or the Partnership in any court or before any arbitrator or before any federal, state, municipal, or other governmental department, commission, board, bureau, agency or instrumentality which (i) in any manner raises any question affecting the validity or enforceability of this Agreement, (ii) could materially and adversely affect the business, financial position, or results of operations of the Partnership, (iii) could materially and adversely affect the ability of the Buyer or the Partnership to perform its obligations hereunder, or under any document to be delivered pursuant hereto.

          (l) Partnership Agreement . The Partnership Agreement of the Partnership is in force and effect as of the date hereof and, except as set forth in the Partnership SEC Documents, a true and accurate copy of such agreement as amended to date has been provided to DRPI.

ARTICLE 5

     5.1 Conduct of Business .

          (a) DRPI covenants and agrees that until the earlier of the Closing or the termination of this Agreement, or unless Buyer otherwise agrees in writing, DRPI shall:

               (i) operate in the usual and ordinary course of business consistent with past practice;

               (ii) use commercially reasonable efforts to (A) preserve substantially intact its business organization, (B) maintain its rights, privileges and immunities, (C) retain the services of its key employees (subject to work force requirements) and (D) maintain its relationships with its customers and suppliers;

               (iii) use commercially reasonable efforts consistent with past practice to maintain and to keep the Assets in good repair and condition, except ordinary wear, tear and use consistent with the terms and conditions of the Leases and the Timber Management Agreement, and if there is any material casualty loss or damage to any Assets prior to Closing, DRPI shall consult with Buyer regarding the replacement or repair of such Asset;

               (iv) use commercially reasonable efforts to keep in full force and effect insurance applicable to the Assets comparable in amount and scope of coverage to that currently maintained; and

               (v) (1) keep and maintain accurate books, records and accounts with respect to the Assets; (2) pay or accrue all Taxes, assessments and other governmental charges imposed upon any of the Assets when due and before any penalty or interest accrues thereon, except for any Taxes the validity of which is being contested in good faith by appropriate legal proceedings and for which adequate reserves have been set aside; (3) accrue and pay when due and payable all wages and other compensation incurred with respect to all of its employees and consultants; and (4) comply in all material respects with the requirements of all applicable Laws, obtain or take all actions with relevant Governmental Authorities necessary in the operation of its business, and comply and enforce (in all material respects) the provisions of all contracts and agreements to which it is a party.

          (b) Except pursuant to the terms of this Agreement, or unless Buyer otherwise agrees in writing from and after the execution of this Agreement and until the earlier of the Closing or the termination of this Agreement, DRPI shall not sell, transfer, assign, convey, dividend, distribute or otherwise dispose of, or create or grant any Encumbrance with respect to, the Assets or take any of the following actions:

               (i) adopt any amendments to its Organizational Documents;

               (ii) (1) make any change in its methods of accounting for the Assets in effect on the date hereof, (2) make or revoke any Tax election made by DRPI or change (or make a request to change) its Tax accounting methods, policies, or procedures, except as may be required by Law, (3) settle or compromise any material proceeding relating to Taxes with respect to any of the Assets or (4) revalue any Asset;

               (iii) amend, modify, cancel, waive, assign any rights or obligations under or otherwise change in any respect any of the Leases or the Timber Management Agreement;

               (iv) enter into or assume any contract or agreement with respect to any of the Assets, except in the Ordinary Course of Business of DRPI;

               (v) engage in any practice or take any action that could reasonably be expected to cause or result in, or permit by inaction, any of the representations and warranties contained in Article 3 to become untrue without providing prior written notice to Buyer; or

               (vi) agree in writing or otherwise to do any of the foregoing.

          (c) Between the date of this Agreement and the Closing, Partnership will (a) conduct the business of the Partnership only in the Ordinary Course of Business, and (b) use its commercially reasonable efforts to preserve intact the current business organization of the Partnership, keep available the services of the current officers, employees and agents of the Partnership, and maintain relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Partnership.

     5.2 Cooperation and Reasonable Efforts; DRPI Stockholder Approval . The Parties agree to cooperate with each other and to use commercially reasonable efforts to cause all of the conditions precedent to Closing to be satisfied as promptly as practicable. Without limiting the foregoing, DRPI agrees promptly after the date of this Agreement to take all action necessary in accordance with applicable Law and its Organizational Documents to duly call, give notice of, convene and hold a special meeting of stockholders to be held as soon as practicable after the date of this Agreement for the purpose of obtaining the DRPI Stockholder Approval; provided however that DRPI may obtain the DRPI Stockholder Approval by written consent in lieu of a special meeting in accordance with applicable Law and its Organizational Documents and provided, further, that DRPI, though its board of directors, shall recommend to its stockholders the approval of this Agreement and the consummation of the transactions contemplated hereby and use its commercially reasonable efforts to solicit and obtain such approval. In addition, in case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Article 8).

     5.3 Possession and Retention of and Access to the Records . On the Closing Date, Buyer will take possession of all Records located in the buildings that are part of the Surface

Properties. DRPI agrees to deliver to or at the direction of Buyer all other Records that are not located in such buildings within thirty (30) calendar days after the Closing Date. Buyer agrees (a) to hold the Records and not to destroy or dispose of any portion thereof for a period of eight years from the Closing Date or such longer period as may be required by Law, provided that at any time after such period, if it desires to destroy or dispose of such Records, it will first offer in writing at least 60 days before such destruction or disposition to surrender them to DRPI and if DRPI or its successors or assigns do not accept such offer within 60 days after receipt of such offer, Buyer may take such action, and (b) following the Closing Date, to afford DRPI and its successors and assigns and any of their employees, accountants, and counsel, at DRPI’s own expense, during normal business hours, upon reasonable request, full access to the Records and to Buyer’s employees; provided that such access will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product or like privilege; and provided, further, that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law. Nothing herein shall impose any liability upon Buyer or the Partnership in the event of destruction or loss of any Records as a result of casualty.

     5.4 Restrictions on Transfer .

          (a) Until the earlier to occur of (i) the eighth anniversary of the Closing Date and (ii) the first date on which DRPI no longer holds any Transaction Units, the Partnership and Buyer shall not, and shall cause their respective Affiliates not to, sell, transfer, convey, assign or otherwise dispose of, directly or indirectly, any of the Assets or any membership interest in Buyer to a third Person or in any transaction that is not treated as non-taxable for U.S. federal income tax purposes without the prior written consent of DRPI.

          (b) Until the second anniversary of the Closing Date, DRPI shall not sell, transfer, convey, assign, pledge, hypothecate, exchange, dividend, distribute or otherwise dispose of, directly or indirectly, any or all of the Transaction Units to any Person or Persons without the prior written consent of Buyer. DRPI shall promptly notify Buyer upon any sale, transfer, conveyance, assignment, dividend, distribution or other disposition, directly or indirectly, by DRPI of any Transaction Units.

     5.5 Transaction Units.

          (a) Subject to Section 5.4.(b), DRPI agrees that the Transaction Units shall not be offered for sale, sold, transferred, conveyed, assigned, pledged, hypothecated, exchanged, dividended, distributed or otherwise disposed of unless the offer and sale is registered under the Securities Act and applicable state securities laws or an exemption from such registration is available and complied with, and that, unless so registered, no sale, transfer, conveyance, assignment, pledge, hypothecation, exchange, dividend, distribution or other disposition, or offer thereof, of the Transaction Units can be made unless the Partnership receives an opinion in form and substance satisfactory to it in its reasonable discretion from a nationally recognized law firm, such as Baker & McKenzie LLP, that registration is not required under the Securities Act or any applicable state securities laws; provided, however, that the Partnership may in its sole discretion waive the requirement of a legal opinion.

          (b) DRPI acknowledges the following:

               (i) The following legend may be placed on the certificates representing the Transaction Units:

THE UNITS (THE “ UNITS ”) EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT DISTRIBUTE, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (INDIVIDUALLY AND COLLECTIVELY, A “ TRANSFER ”) THE UNITS EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SUCH AS THE EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAW.

THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 19, 2006. A COPY OF SUCH AGREEMENT HAS BEEN FILED, AND IS AVAILABLE FOR REVIEW BY THE RECORD HOLDER OF THIS CERTIFICATE, AT THE PRINCIPAL OFFICE OF THE ISSUER.

Subject to Section 5.4(b), the legend set forth above may (and will, upon the request of DRPI) be removed if and when the Transaction Units represented by such certificate are disposed of pursuant to an effective registration statement under the Securities Act, the opinion of counsel referred to above has been provided to the Partnership, or, in the opinion of counsel to the Partnership, the same are no longer required under the applicable requirements of such securities laws. The unit certificates shall also bear any additional legends required by applicable federal or state securities laws, which legends may (and will, upon the request of DRPI) be removed when, in the opinion of counsel to the Partnership, the same are no longer required under the applicable requirements of such securities laws.

               (ii) Stop transfer instructions have been or will be placed with respect to the Transaction Units so as to restrict the distribution, resale, pledge, hypothecation or other transfer thereof.

               (iii) The legend and stop transfer instructions described in subparagraphs (i) and (ii) above will be replaced with respect to any new certificate issued upon presentment by the undersigned of a certificate for transfer.

          (c) DRPI is aware that the Partnership has relied on the representations and warranties of DRPI set forth in Section 3.1(g) and Section 3.1(h) and on the covenants of DRPI set forth in Section 3.1(h) and this Section 5.5 in determining that an exemption from registration under the Securities Act, applicable state securities laws and the rules promulgated thereunder is available for the issuance of the Transaction Units by the Partnership to DRPI, and that, but for such representations and covenants, no issuance of the Transaction Units would be made by the Partnership to DRPI pursuant to this Agreement.

ARTICLE 6
CONDITIONS TO CLOSING

     6.1 DRPI’s Conditions . The obligation of DRPI to close the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived by DRPI in its sole discretion:

          (a) The representations and warranties of the Partnership and Buyer contained in Article 4 of this Agreement shall be true and correct in all material respects (provided, however, that any such representation or warranty that is qualified by a materiality standard or a Material Adverse Effect qualification shall not be further qualified by materiality for purposes of this Section 6.1(a)) on and as of the Closing Date as if made on and as of such date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date.

          (b) Each of the Partnership and Buyer shall have performed in all material respects the obligations, covenants and agreements of it contained herein and in the other Transaction Documents to which it is a party and required to be performed by it before Closing.

          (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement shall be effective as of the Closing.

          (d) Buyer shall have delivered the items required to be delivered by Buyer pursuant to Section 2.6(b) and the Partnership shall have delivered the items required to be delivered by the Partnership pursuant to Section 2.6(c).

          (e) The Transaction Units shall have been approved for listing on the NYSE, subject to official notice of issuance.

          (f) The DRPI Stockholder Approval shall have been obtained.

     6.2 Buyer’s and the Partnership’s Conditions . The obligation of Buyer and the Partnership to close the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived by Buyer in its sole discretion:

          (a) The representations and warranties of DRPI, as applicable, in Article 3 shall be true and correct in all material respects (provided, however, that any such representation or warranty that is qualified by a materiality standard or a Material Adverse Effect qualification shall not be further qualified by materiality for purposes of this Section 6.2(a)) on and as of the Closing Date as if made on and as of such date, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true or correct in all material respects as of such specified date.

          (b) DRPI shall have performed, in all material respects, its obligations, covenants and agreements contained herein and in the other Transaction Documents and required to be performed by it before Closing.

          (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement shall be effective as of the Closing.

          (d) The DRPI Stockholder Approval shall have been obtained.

          (e) Buyer shall have received from its environmental consultants a Phase I report with respect to the Assets, which report is satisfactory to Buyer.

          (f) DRPI shall have delivered the items required to be delivered by them pursuant to Section 2.6(a).

ARTICLE 7

     7.1 Termination at or Prior to Closing . This Agreement may be terminated prior to Closing and the transactions contemplated hereby abandoned as follows:

          (a) DRPI and Buyer may elect to terminate this Agreement at any time prior to the Closing by mutual written consent;

          (b) By either Buyer or DRPI by written notice to such other Party to terminate this Agreement if the DRPI Stockholder Approval shall not have been obtained on or before January 26, 2007;

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