CONTRIBUTION AGREEMENT

Contribution Agreement

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This Contribution Agreement involves

NATURAL RESOURCE PARTNERS LP | NRP (GP) LP | NRP (Operating) LLC | Foresight Reserves LP | Adena Minerals, LLC

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Title: CONTRIBUTION AGREEMENT
Governing Law: West Virginia Date: 12/15/2006
Industry: CCOALL Sector: ENERGY

Search Contribution Agreement by:

exv2w1

Exhibit 2.1

CONTRIBUTION AGREEMENT

by and among

Natural Resource Partners L.P.,

NRP (GP) LP,

NRP (Operating) LLC,

as Buyer,

and

Foresight Reserves LP,

and

Adena Minerals, LLC

as Seller

Dated

December 14, 2006

TABLE OF CONTENTS


	Page
ARTICLE I CERTAIN DEFINITIONS		2

1.1 Certain Defined Terms		2
1.2 Other Definitional Provisions		17
1.3 Headings		17
1.4 Other Terms		17

ARTICLE II THE TRANSACTION		17

2.1 The Transaction		17
2.2 Aggregate Consideration		18
2.3 Contribution by the General Partner		18
2.4 Effective Time		18

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES		18

3.1 Organization, Good Standing and Authority of Seller Parties		18
3.2 Title to LLC Interests		19
3.3 Organization, Good Standing, Authority, Capitalization of Acquired Companies		19
3.4 Consents		20
3.5 No Conflicts		21
3.6 Laws and Regulations		21
3.7 Authorizations		21
3.8 Properties		22
3.9 Taxes		24
3.10 Remedial Work		25
3.11 Insurance		25
3.12 Material Contracts		26
3.13 Intellectual Property		26
3.14 Broker’s or Finder’s Fees		26
3.15 Employees		27
3.16 Employee Benefit Plans		27
3.17 Financial Statements; Absence of Undisclosed Liabilities; Books and Records		27
3.18 Environmental Matters		28
3.19 Litigation		29
3.20 Bankruptcy		29
3.21 Absence of Certain Changes		30
3.22 Reserves		30
3.23 Affiliate Relationships		30
3.24 Forecasts		30
3.25 Investor Status		30
3.26 Status of Securities; Disposition		31


	Page
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP, THE GENERAL PARTNER AND BUYER		32

4.1 Organization, Standing and Power		32
4.2 Capital Structure of the Partnership and the General Partner		32
4.3 Authority; No Violations, Consents and Approvals		33
4.4 SEC Documents		34
4.5 Absence of Certain Changes or Events		35
4.6 Litigation		35
4.7 Broker’s or Finder’s Fees		35
4.8 Investment Intent		36
4.9 Taxes		36

ARTICLE V COVENANTS		37

5.1 Conduct of Business		37
5.2 Access, Information and Access Indemnity		39
5.3 Regulatory Filings		40
5.4 Preservation and Access to Records; and Further Assurances		40
5.5 Payoff of Obligations		41
5.6 Cooperation and Reasonable Efforts		41
5.7 Tax Matters		41
5.8 Financial Statements; Controls and Procedures		43
5.9 Transfer Taxes		43
5.10 Tax Treatment of Aggregate Consideration		43
5.11 Transaction Units; General Partner Limited Partnership Interest		44
5.12 Amended and Restated Partnership Agreement; Amended and Restated General Partner Partnership Agreement		45
5.13 Amended and Restated Managing General Partner Operating Agreement		46
5.14 Restricted Business Contribution Agreement		46
5.15 Investor Rights Agreement		46
5.16 Second Contribution Agreement		46
5.17 Services Agreement		46
5.18 No Material Change		46
5.19 WVA Backstop Agreement		47
5.20 TIC Letter Agreement		47

ARTICLE VI CONDITIONS TO CLOSING		48

6.1 Seller Parties’ Conditions		48
6.2 Buyer’s Conditions		48

ARTICLE VII CLOSING		49

7.1 Time and Place of Closing		49
7.2 Deliveries at Closing		49

ARTICLE VIII TERMINATION		52

8.1 Termination at or Prior to Closing		52


	Page
8.2 Effect of Termination		53

ARTICLE IX INDEMNIFICATION		54

9.1 Survival		54
9.2 Indemnification by the Partnership, the General Partner and Buyer		55
9.3 Indemnification by Seller Parties		55
9.4 Certain Limitations		56
9.5 Notice of Asserted Liability; Opportunity to Defend		58
9.6 Exclusive Remedy		59
9.7 Limitation on Damages