CONTRIBUTING AGREEMENT

Contribution Agreement

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Title: CONTRIBUTING AGREEMENT
Governing Law: West Virginia Date: 12/20/2006
Industry: CCOALL Sector: ENERGY

exv2w1

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


	ARTICLE 1
	DEFINITIONS AND INTERPRETATIONS

1.1	Definitions	1
1.2	Interpretations	1

	ARTICLE 2
	CONTRIBUTION OF ASSETS

2.1	Contribution	2
2.2	Excluded Assets	2
2.3	Consideration	3
2.4	The Closing	3
2.5	Effective Time	3
2.6	Deliveries at the Closing	3

	ARTICLE 3
	REPRESENTATIONS AND WARRANTIES OF DRPI

3.1	Representations as to DRPI and Transaction	5
3.2	Representations and Warranties Concerning the Assets	7

	ARTICLE 4
	REPRESENTATIONS AND WARRANTIES OF BUYER AND THE PARTNERSHIP

4.1	Representations and Warranties of Buyer and the Partnership	10

	ARTICLE 5
	COVENANTS

5.1	Conduct of Business.	13
5.2	Cooperation and Reasonable Efforts; DRPI Stockholder Approval	14
5.3	Possession and Retention of and Access to the Records	14
5.4	Restrictions on Transfer.	15
5.5	Transaction Units.	15

	ARTICLE 6
	CONDITIONS TO CLOSING

6.1	DRPI’s Conditions	17
6.2	Buyer’s and the Partnership’s Conditions	18

	ARTICLE 7
	TERMINATION

7.1	Termination at or Prior to Closing	18
7.2	Effect of Termination	19


	ARTICLE 8
	REMEDIES FOR BREACHES OF AGREEMENT

8.1	Survival of Representations, Warranties and Covenants	19
8.2	Indemnification Provisions for Benefit of Buyer and the Partnership.	20
8.3	Indemnification Provisions for Benefit of DRPI.	21
8.4	Determination of Adverse Consequences	22
8.5	Notice of Asserted Liability; Opportunity to Defend.	22

	ARTICLE 9
	TAX MATTERS

9.1	Cooperation on Tax Matters.	24
9.2	Certain Taxes	25
9.3	Audits	25
9.4	Control of Proceedings	25
9.5	Powers of Attorney	25
9.6	Remittance of Refunds	25
9.7	Allocation of Consideration	26
9.8	Closing Tax Certificate	26
9.9	Treatment of Assets	26

	ARTICLE 10
	MISCELLANEOUS

10.1	Insurance	26
10.2	Press Releases and Public Announcements	27
10.3	No Third Party Beneficiaries	27
10.4	Succession and Assignment	27
10.5	Counterparts	27
10.6	Notices	27
10.7	Personnel	28
10.8	Governing Law	28
10.9	Consent to Jurisdiction and Service of Process; Appointment of Agent for Service of Process	28
10.10	Waiver of Jury Trial	29
10.11	Entire Agreement	29
10.12	Severability	29
10.13	Transaction Expenses	30
10.14	Waiver	30
10.15	Drafting	30
10.16	Further Assurances	30

EXHIBITS