RESTRICTED BUSINESS CONTRIBUTION AGREEMENT

EXHIBIT 10.1

RESTRICTED BUSINESS CONTRIBUTION AGREEMENT

among

CHRISTOPHER CLINE,

FORESIGHT RESERVES LP,

ADENA MINERALS, LLC,

NATURAL RESOURCE PARTNERS L.P.,

NRP (GP) LP,

GP NATURAL RESOURCE PARTNERS LLC

and

NRP (OPERATING) LLC

RESTRICTED BUSINESS CONTRIBUTION AGREEMENT

     THIS RESTRICTED BUSINESS CONTRIBUTION AGREEMENT is entered into on, and effective as of, the Closing Date among Christopher Cline (“Cline”), an individual residing in Palm Beach County, Florida; Foresight Reserves LP, a Nevada limited partnership (“Foresight”); Adena Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of Foresight (“Adena” and, together with Cline and Foresight, collectively, the “Adena Parties”); Natural Resource Partners L.P., a Delaware limited partnership (the “MLP”); NRP (GP) LP, a Delaware limited partnership (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”); GP Natural Resource Partners LLC, a Delaware limited liability company (the “Managing General Partner”) and NRP (Operating) LLC, a Delaware limited liability company (the “OLLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

R E C I T A L S:

     The Adena Parties, the MLP, for itself and in its capacity as the sole member of the OLLC, the OLLC, the General Partner, for itself and in its capacity as the general partner of the MLP, and the Managing General Partner, for itself and in its capacity as the general partner of the General Partner, desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II of this Agreement, with respect to (a) those business opportunities that the Adena Entities are required to offer to the Partnership Group, (b) the procedures whereby such business opportunities are to be offered to the Partnership Group and accepted or declined, and (c) the identification by the Parties of areas of mutual interest with respect to certain assets referred to herein and included in offers of certain business opportunities that the Adena Entities are required to offer to the Partnership Group.

     In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I
Definitions

1.1 Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Acquired Properties” is defined in Section 2.4(a).

“Acquired Properties AMI” is defined in Section 2.4(a).

“Additional AMI Certificates” is defined in Section 2.4(b).

“Adena” is defined in the introduction to this Agreement.

     “Adena Entities” means the Adena Parties and their respective Affiliates (including, without limitation, all Persons that are Affiliates of any Adena Party as of the date of this Agreement and all Persons that become Affiliates of any Adena Party after the date of this Agreement) other than the Partnership Entities.

     “Adena Parties” is defined in the introduction to this Agreement.

     “Adjacent Reserves” means the coal reserves subject to the Adjacent Reserves Option, as defined in Section 3.1 of the Purchase Option Agreement.

     “Affiliate” means, when used with respect to a specified Person, any other Person directly or indirectly (through one or more intermediaries or otherwise) controlling, controlled by or under common control with the specified Person. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of the Person whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” has the meanings correlative to the foregoing.

     “Agreement” means this Restricted Business Contribution Agreement, as it may be amended, modified, or supplemented from time to time.

     “AMI Certificate” means the certificate acknowledged, agreed to and delivered by the Parties concurrently with the execution and delivery of this Agreement, as contemplated by Section 2.4(a).

     “Applicable Period” means the period commencing on the Closing Date and terminating on the date on which the Adena Entities cease to be entitled to nominate for election any individuals to serve as members of the board of directors of the Managing General Partner pursuant to the terms and provisions of the Managing General Partner Operating Agreement and that certain Investor Rights Agreement dated as of the date hereof by and among Adena, the General Partner, the Managing General Partner and Robertson Coal Management LLC, a Delaware limited liability company.

     “Assignable Reserves” means any interest in any coal reserves and/or resources (as defined by the United States Geologic Survey) held or acquired by any Adena Entity, including any ownership or fee interest, leasehold or subleasehold interest, royalty interest or otherwise, other than any such interests to be acquired by the Partnership Group for consideration pursuant to the transactions contemplated by the Second Contribution Agreement.

     “Cline” is defined in the introduction to this Agreement.

     “Closing Date” means the date of the closing of the transactions contemplated by the Contribution Agreement.

     “Conflicts Committee” is defined in the MLP Agreement.

     “Consideration” means the consideration to be delivered for a Restricted Business acquired by the Partnership Group pursuant to Section 2.3 in the form of cash, limited partner interests in the MLP, limited partner interests in the General Partner (including special allocations with respect to the Incentive Distribution Rights held by the General Partner), or any combination thereof.

     “Consideration Cap” means an aggregate interest in the General Partner entitling the Adena Entities to the right to receive all cash distributions and other income and deductions related to 40% of the General Partner’s 2% general partner interest in the MLP and to 61.538% of the General Partner’s Incentive Distribution Rights (or 40% of all of the Incentive Distribution Rights), as further set forth in the General Partner Partnership Agreement.

     “Contribution Agreement” means that certain Contribution Agreement dated as of December 14, 2006 by and among Foresight, Adena, the MLP, the General Partner, the Managing General Partner and the OLLC.

     “Foresight” is defined in the introduction to this Agreement.

     “General Partner” means the General Partner and its successors as general partner of the MLP.

     “General Partner Partnership Agreement” means that certain Third Amended and Restated Limited Partnership Agreement of the General Partner dated as of the Closing Date, as such agreement may be amended, modified or supplemented from time to time after the Closing Date.

     “Hard Minerals” means naturally occurring deposits of minerals that are in solid form at room temperature that can be extracted, processed and sold for economic gain, which minerals include but are not limited to coal, aggregates, potash, copper, gold, limestone, iron ore, platinum, silver, uranium and trona.

     “Hard Minerals AMI” means, collectively, the Acquired Properties AMI and all Offer AMIs.

     “Hard Minerals Restricted Business” is defined in Section 2.1(a)(i).

     “Managing General Partner” means the Managing General Partner and its successors as general partner of the General Partner.

     “Managing General Partner Operating Agreement” means that certain Fourth Amended and Restated Limited Liability Company Agreement of the Managing General Partner dated as of the Closing Date, as such agreement may be amended, modified or supplemented from time to time after the Closing Date.

     “Mining Operations” means the mining, extraction, processing and sale of Hard Minerals, whether conducted through any business, assets or Person.

     “MLP” is defined in the introduction to this Agreement.

     “MLP Agreement” means that certain Second Amended and Restated Agreement of Limited Partnership of the MLP dated as of the Closing Date, as such agreement may be amended, modified or supplemented from time to time after the Closing Date.

     “Mutually Agreed Firm” is defined in Section 2.3(c)(ii).

     “Non-Producing Hard Minerals Reserves” means reserves of Hard Minerals that are not associated with Mining Operations.

     “Offer” is defined in Section 2.3(b).

     “Offer AMI” is defined in Section 2.4(b).

     “OLLC” is defined in the introduction to this Agreement.

     “Operate” means the unrestricted right to own, operate, purchase, sell, swap, otherwise transfer, lease or invest in, in whole or in part, directly or indirectly, a particular asset or business.

     “Option Expiration Date” is defined in Section 2.2(e).

     “Option Offer” means a bona fide written offer from Cline to Trout giving Trout the option to purchase the Option Reserves identified in such offer pursuant to the terms and conditions of the Purchase Option Agreement or the Wildcat Agreement, as applicable.

     “Option Period” means the 14-day period following the receipt by Trout of an Option Offer.

     “Option Reserves” means the Adjacent Reserves and the Wildcat Adjacent Reserves, collectively.

     “Panther” means Panther, LLC, a West Virginia limited liability company.

     “Partnership Entities” means the Managing General Partner, the General Partner, the MLP, the OLLC and any Subsidiary of the MLP or the OLLC.

     “Partnership Group” means the MLP, the General Partner, the OLLC and any Subsidiary of the MLP or the OLLC.

     “Party” or “Parties” is defined in the introduction to this Agreement.

     “Person” means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.

     “Purchase Option Agreement” means that certain Second Amended and Restated Purchase Option Agreement dated as of December 30, 2003 by and among Trout, Trout II, Panther and Cline, as amended by Amendment No. 1 dated as of March 21, 2005, as such agreement may be further amended, modified or supplemented from time to time after the Closing Date in accordance with Section 3.15.

     “Restricted Businesses” is defined in Section 2.1(a).

     “Second Contribution Agreement” is defined in the Contribution Agreement.

     “Selected Firm” is defined in Section 2.3(c)(ii).

     “Subsidiary” means, with respect to any Person, (i) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (ii) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (iii) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (A) at least a majority ownership interest or (B) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

     “Transportation Infrastructure Restricted Business” is defined in Section 2.1(a)(ii).

     “Transportation Infrastructure Restricted Business Certificate” means the certificate acknowledged, agreed to and delivered by the Parties concurrently with the execution and delivery of this Agreement, as contemplated by Section 2.1(a).

     “Trout” means Trout Coal Holdings, LLC, a Delaware limited liability company.

     “Trout II” means Trout Coal Holdings II, LLC, a Delaware limited liability company.

     “Trout Acceptance Notice” means a notice delivered by Trout or Trout II, as applicable, to Cline indicating that Trout or Trout II, as applicable, has elected to

purchase the Option Reserves that are the subject of the Option Offer pursuant to the terms and conditions of the Purchase Option Agreement or the Wildcat Agreement, as applicable.

     “Trout Rejection Notice” means a notice delivered by Trout or Trout II, as applicable, to Cline indicating that Trout or Trout II, as applicable, has elected not to purchase the Option Reserves that are the subject of the Option Offer pursuant to the terms and conditions of the Purchase Option Agreement or the Wildcat Agreement, as applicable.

     “Valuation” means (i) the valuation submitted by the Mutually Agreed Firm or (ii) if there is no Mutually Agreed Firm, the arithmetic mean of the valuation submitted by the Adena Entity’s Selected Firm and the valuation submitted by General Partner’s Selected Firm.

     “Wildcat Adjacent Reserves” is defined in the Wildcat Agreement.

     “Wildcat Agreement” means that certain Wildcat Adjacent Reserves and Royalty Payment Agreement dated as of December 30, 2003 by and between Trout and Cline, as amended by Amendment No. 1 dated as of March 21, 2005, as such agreement may be further amended, modified or supplemented from time to time after the Closing Date in accordance with Section 3.15.

ARTICLE II
Restricted Businesses; Areas of Mutual Interest

2.1 Restricted Businesses.

(a) During the Applicable Period and subject to Section 2.2, the Adena Entities shall be required to offer to the Partnership Group the opportunity to acquire all Restricted Businesses owned, operated or invested in by any of the Adena Entities, directly or indirectly, in each case in accordance with the procedures set forth in Section 2.3. For purposes of this Agreement, a “Restricted Business” means the following activities whether conducted through any business, assets or Person, directly or indirectly: (i) owning, investing in and/or entering into leases as lessor of any Hard Minerals in the United States or any overriding royalty interest in any Hard Minerals in the United States (a “Hard Minerals Restricted Business”), and (ii) owning, investing in, operating and/or leasing the transportation infrastructure assets included in or associated with (or to be included in or associated with) the projects in Illinois as identified on the Transportation Infrastructure Restricted Business Certificate (a “Transportation Infrastructure Restricted Business”). Notwithstanding the foregoing, a Restricted Business does not include (1) any beneficial ownership interest in a publicly traded company so long as such interest is held solely for passive investment purposes and is not controlled by an Adena Entity, (2) any beneficial ownership interest in a publicly traded company primarily engaged in Mining Operations and controlled by an Adena Entity so long as any assets contributed or otherwise conveyed to such publicly traded company by any Adena Entity do not constitute Restricted Businesses or are Restricted Businesses described in Section 2.2(b),

and (3) the assets of a publicly traded company primarily engaged in Mining Operations and controlled by an Adena Entity that were not contributed to such publicly traded company by an Adena Entity. In addition, during the Applicable Period, without the prior written consent of the Partnership Group, no Adena Entity shall lease to another Adena Entity any Hard Minerals on terms that are more favorable to the Adena Entity lessee than could be obtained in an arms’ length transaction with a third party.

(b) For the purpose of clarity, the Adena Entities may Operate Mining Operations, public or private, and such activities shall not constitute a Restricted Business.

2.2 Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity may Operate Restricted Businesses during the Applicable Period under the following circumstances only:

(a) The Adena Entities may own and operate the businesses and assets that are the subject of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement.

(b) The Adena Entities may Operate Restricted Businesses that the General Partner has elected not to cause a member of the Partnership Group to pursue in accordance with the procedures set forth in Section 2.3.

(c) Subject to Section 2.2(d), the Adena Entities may Operate a Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3.

(d) Notwithstanding anything to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3).

(e) The Adena Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by Cline of a Trout Rejection Notice with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by Cline of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if Cline has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as

applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Cline shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or any other entity in accordance with the Wildcat Agreement, applicable references herein to “Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.

2.3 Procedures.

(a) In the event that an Adena Entity owns, operates or invests in a Restricted Business that it is not otherwise permitted to own, operate or invest in pursuant to Section 2.2, then such Adena Entity shall (1) promptly notify the General Partner in writing, (A) in the case of a Restricted Business consisting of Non-Producing Hard Minerals Reserves, within six months after the production and sale of the first ton of coal from such reserves, (B) in the case of a Transportation Infrastructure Restricted Business, within six months after the generation of any revenue with respect to such Restricted Business, and (C) in the case of a Restricted Business consisting of Hard Minerals not described in clause (A), within six months of such ownership, operation or investment in such Restricted Business, (2) deliver to the General Partner all information prepared by or on behalf of such Adena Entity relating to such Restricted Business and the proposed acquisition (including information with respect to coal production and sales or revenues) of such Restricted Business by the Partnership Group, and (3) offer the Partnership Group the opportunity to acquire such Restricted Business in accordance with this Section 2.3.

(b) In each such case described in Section 2.3(a), the offer to the Partnership Group (the “Offer”) shall set forth the terms relating to the purchase of such Restricted Business, including, without limitation, the requested form of Consideration, subject to the Consideration Cap, and, in respect of a Hard Minerals Restricted Business, the Offer AMI. Within 45 days after receipt of the Offer, the General Partner shall notify such Adena Entity in writing that either (x) the General Partner has elected not to cause a member of the Partnership Group to purchase such Restricted Business, in which event the Adena Entity shall be forever free to Operate such Restricted Business without any

restriction imposed by this Agreement, or (y) the General Partner agrees or wishes in good faith to negotiate to cause one or more members of the Partnership Group to purchase such Restricted Business, in which event the following procedures shall be followed:

(c) The Adena Entity and the General Partner shall negotiate after receipt of such Offer by the General Partner, the terms on which the Restricted Business will be sold to one or more members of the Partnership Group. The Adena Entity shall provide all additional information concerning the business, operations and finances of such Restricted Business as may be reasonably requested by the General Partner.

(i) If the Adena Entity and the General Partner, with the approval of the Conflicts Committee, agree on such terms within 45 days after initial receipt by the General Partner of the Offer, one or more members of the Partnership Group shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. The contribution agreement for the Restricted Business will provide for the required Consideration to be delivered, subject to the Consideration Cap, and will contain commercially reasonable representations, warranties, covenants, agreements and closing conditions.

(ii) If the Adena Entity and the General Partner are unable to agree on the fair market value of the Restricted Business proposed to be contributed during the 45-day period after receipt by the General Partner of the Offer, the Adena Entity and the General Partner, with the approval of the Conflicts Committee, will engage a mutually agreeable investment banking firm with a national reputation (the “Mutually Agreed Firm”) to determine the fair market value of the Restricted Business. If the Adena Entity and the General Partner are unable to agree on such an investment banking firm, then each of the Adena Entity and the General Partner shall engage an investment banking firm with a national reputation (each, a “Selected Firm”) to determine the fair market value of the Restricted Business. In determining the fair market value of the Restricted Business, the Mutually Agreed Firm or each Selected Firm, as the case may be, will have access to the proposed contribution and acquisition values for the Restricted Business submitted by the Adena Entity and the General Partner, respectively. The Mutually Agreed Firm or each Selected Firm, as the case may be, will determine the value of the Restricted Business within 30 days and furnish the Adena Entity and the General Partner its opinion of such value. The fees of the Mutually Agreed Firm’s appraisal will be split equally between the Adena Entity and the MLP. The fees of each Selected Firm will be paid by the party engaging such Selected Firm or, in the case of the Selected Firm engaged by the General Partner, by the MLP. Upon receipt of the Valuation, the General Partner will cause one or more members of the Partnership Group to acquire the Restricted Business. If, at the end of the 45-day period, the General Partner has not invoked the valuation procedures called for in this Section 2.3(c)(ii), then the General Partner shall be deemed not to have elected to cause a member of the Partnership Group to

purchase such Restricted Business, and the General Partner shall send the written notice described in Section 2.3(b)(x).