SECOND CONTRIBUTION AGREEMENT

EXHIBIT 2.1

SECOND 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

January 4, 2007

TABLE OF CONTENTS

EXHIBITS

Exhibit A            Form of Assignment of Membership Interests (General Partner)
Exhibit B            Form of Assignment of Membership Interests (Buyer)
Exhibit C            Form of Ohio Backstop Agreement
Exhibit D            Form of Deepwater TIC Agreement
Exhibit E            Form of Parent Release

SCHEDULES

Acquired Company Disclosure Schedule

Section 1.1(a) – Managers and Officers
Section 1.1(b) – Liens
Section 1.1(c) – Post-Closing Notifications
Section 1.1(d) – Acquisition Agreements
Section 1.1(e) – Super Material Contracts
Section 3.3(a) – Prior Legal or Assumed Names
Section 3.3(c)(i) – Acquired Company Obligations
Section 3.3(c)(ii) – Continuing Obligations
Section 3.4 – Required Consents
Section 3.7(a) – Required Authorizations
Section 3.7(c) – Notices of Non-Compliance and Notices of Violations
Section 3.8(a)(i) – Owned Real Property Interests and Leased Real Property Interests
Section 3.8(b) – Preferential or Similar Rights
Section 3.8(f) – Out Leases
Section 3.8(g) – Mining Claims
Section 3.11 – Insurance
Section 3.12(a) – Material Contracts
Section 3.12(b) – Certain Contracts Relating to Acquisition Agreements
Section 3.12(c) – Indemnification Claims
Section 3.17(c) – No Liabilities
Section 3.18(f) – Environmental Matters
Section 3.18(g) – Environmental Liabilities
Section 3.22 – Reserve Studies
Section 3.23 – Affiliate Relationships
Section 5.1(a) – Conduct of Business
Section 5.1(b) – Sale or Transfer of LLC Interests
Section 5.2(a) – Third Party Confidentiality Agreements; Privileged Communications

SECOND CONTRIBUTION AGREEMENT

     This SECOND CONTRIBUTION AGREEMENT (this “ Agreement ”) dated January 4, 2007 (the “ Execution Date ”) is by and among Natural Resource Partners L.P., a Delaware limited partnership (the “ Partnership ”); NRP (GP) LP, a Delaware limited partnership and the general partner of the Partnership (the “ General Partner ”); and NRP (Operating) LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“ Buyer ”); and Foresight Reserves LP, a Nevada limited partnership (“ Parent ”); and Adena Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“ Seller ”). Parent and Seller are sometimes referred to collectively herein as the “ Seller Parties ” and individually as a “ Seller Party .” The Partnership, the General Partner, Buyer, Parent and Seller are sometimes referred to collectively herein as the “ Parties ” and individually as a “ Party ”.

RECITALS

     1. Parent owns all of the outstanding membership interests in Seller, and Seller owns all of the outstanding membership interests (collectively, the “ Membership Interests ”) of each of Rivervista Mining, LLC, a Delaware limited liability company (“ Rivervista ”), and Deepwater Transport, LLC, a Delaware limited liability company (“ Deepwater ”). The Membership Interests, together with any and all other membership interests or other Equity Interests of the Acquired Companies hereafter issued to or otherwise held by Seller, are collectively referred to herein as the “ LLC Interests .”

     2. The Contribution Agreement provides for the execution of this Agreement on the Execution Date.

     3. Prior to the Execution Date, Seller has caused Gatling to transfer to Rivervista the Ohio Coal Reserves.

     4. The Acquired Companies own and/or lease certain coal reserves, transportation infrastructure and other related assets in Ohio.

     5. The General Partner desires to acquire, and Seller desires to contribute to the General Partner, the Contributable LLC Interests for the consideration set forth below, subject to the terms and conditions of this Agreement.

     6. Buyer desires to acquire, and Seller desires to contribute to Buyer, the Other LLC Interests for the consideration set forth below, subject to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

     1.1 Certain Defined Terms . Capitalized terms used in this Agreement shall have the following meanings:

          “ Acquired Company ” means Rivervista or Deepwater, individually, and “ Acquired Companies ” means Rivervista and Deepwater, collectively.

          “ Acquired Company Disclosure Schedule ” means the disclosure schedules delivered by Seller to Buyer and the General Partner concurrently with the execution and delivery of this Agreement together with any supplements thereto delivered pursuant to Section 5.16 .

          “ Acquisition Agreements ” means each Contract identified in Section 1.1(d) of the Acquired Company Disclosure Schedule .

          “ 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; provided, however, that for purposes of this Agreement, the Seller Parties, on the one hand, and the Partnership, the General Partner and Buyer, on the other hand, shall not be deemed to be “Affiliates” of each other. 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.

          “ Aggregate Consideration ” is defined in Section 2.2(a) .

          “ Agreement ” is defined in the opening paragraph of this Agreement.

          “ Assets ” is defined in Section 3.8(a) .

          “ Assignment of Membership Interests (Buyer) is defined in Section 7.2(a)(ii) .

          “ Assignment of Membership Interests (General Partner) is defined in Section 7.2(a)(i) .

          “ Audited Financial Statements ” means the Financial Statements as defined in the Contribution Agreement.

          “ Authorization ” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval that a Governmental Authority has the legal authority to grant or issue.

          “ Business ” means the business of the Acquired Companies of owning, leasing, preparing, loading and transporting coal and all activities relating thereto (including acquiring, owning, leasing, subleasing or otherwise controlling (i) any property containing coal reserves or

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(ii) surface rights of any property which may affect the ownership or operation of any property containing coal reserves), as well as any other business conducted by the Acquired Companies.

          “ Business Day ” means any day, other than Saturday and Sunday, on which federally-insured commercial banks in Houston, Texas are generally open for business and capable of sending and receiving wire transfers.

          “ Buyer ” is defined in the opening paragraph of this Agreement.

          “ Buyer Affiliate ” is defined in Section 10.14(a) .

          “ Buyer Indemnified Taxes ” means any and all Taxes together with any Losses (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any Proceeding) arising out of or incident to the determination, assessment or collection of such Taxes (i) imposed on any Acquired Company or for which any Acquired Company is otherwise liable for any taxable period ending on or prior to the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with the provisions of Section 5.7(b) ), (ii) resulting from a breach of the representations and warranties set forth in Section 3.9 (without giving effect to any materiality or knowledge qualifiers that may be contained therein and without regard to any scheduled items) or resulting from a breach by any Seller Party of the covenants set forth in Section 5.7 , (iii) of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar state or local law, or (iv) of any other Person for which any Acquired Company is or has been liable as a transferee or successor, by contract or otherwise.

          “ Buyer Indemnitees ” is defined in Section 9.3(a) .

          “ Buyer’s Knowledge ,” or any similar term, means the actual knowledge, after due inquiry, of each of Corbin J. Robertson, Jr., Nick Carter, Dwight L. Dunlap, Kevin F. Wall, Wyatt L. Hogan and Kevin J. Craig.

          “ Call Right ” is defined in the General Partner Partnership Agreement.

          “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

          “ Claim ” means any demand, claim or notice sent or given by a Person to another Person in which the former asserts that it has suffered a Loss or has become party to a Proceeding that is the responsibility of the latter.

          “ Claim Notice ” means a written notice of a claim for indemnification pursuant to this Agreement specifying in reasonable detail the specific nature of the Claim for which indemnification is sought.

          “ Class B Units ” means units representing limited partner interests of the Partnership designated as Class B Units under the Partnership Agreement and having the rights,

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privileges, preferences, limitations, obligations and such other terms as set forth in the Partnership Agreement.

          “ Closing ” is defined in Section 7.1 .

          “ Closing Date ” is defined in Section 7.1 .

          “ Closing Price ” is defined in Section 15.1(a) of the Partnership Agreement.

          “ Coal Act ” means the Coal Industry Retiree Health Benefit Act of 1992 (Subtitle J of the Code), as amended.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Common Units ” means units representing limited partner interests of the Partnership designated as Common Units under the Partnership Agreement and having the rights, privileges, preferences, limitations, obligations and such other terms as set forth in the Partnership Agreement.

          “ Confidentiality Agreement ” means that certain confidentiality agreement between Cline Resource and Development, Inc. and the Partnership dated May 31, 2006.

          “ Continuing Obligations ” is defined in Section 3.3(c) .

          “ Contract ” means any binding agreement, contract, lease, commitment, consensual obligation, arrangement, promise or undertaking (whether written or oral and whether express or implied).

          “ Contributable LLC Interests ” means an amount of the LLC Interests having a value equal to 2/98ths of the value of the Transaction Units (calculated based on the Closing Price of such Transaction Units as of the Business Day immediately preceding the Closing Date) issued pursuant to Section 2.2(b)(ii).

          “ Contribution Agreement ” means that certain Contribution Agreement dated as of December 14, 2006 by and among the Partnership, the General Partner, Buyer, Parent and Seller.

          “ Credit Agreement ” means that certain Credit Agreement by and among Lower Wilgat, LLC, a Delaware limited liability company, Middle Wilgat, LLC, a Delaware limited liability company, and the Lenders party thereto dated as of October 24, 2006.

          “ Deductible ” means $1,000,000.

          “ Deepwater ” is defined in the first recital to this Agreement.

          “ Deepwater TIC ” means that certain Tenancy-in-Common Agreement dated as of March 13, 2006 by and between Gatling LLC and Deepwater.

          “ Deepwater TIC Agreement ” is defined in Section 5.16.

          “ Delaware Act ” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.

          “ Easement ” means all easements, rights-of-way, servitudes, property use agreements, line rights and real property licenses (including right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Authorities) held by any Acquired Company relating to real property used in the business of the Acquired Companies but owned by other Persons.

          “ Environmental Costs or Liabilities ” means those Losses incurred (i) under or pursuant to the requirements of any Environmental Law, (ii) under or pursuant to any Order issued pursuant to Environmental Law prior to the Closing, (iii) with respect to any monitoring or cleanup required by any Environmental Law, and (iv) under any Contract between any Acquired Company and any Third Person relating to environmental matters that existed prior to the Closing.

          “ Environmental Law ” means any and all Laws, Regulations or rules of common law, or Orders of any Governmental Authority in existence and as amended on the Closing Date pertaining to the protection of the environment, health or natural resources or to Hazardous Materials in any and all jurisdictions in which the party in question owns property or conducts business, including SMCRA, the Mine Safety and Health Act of 1977, the Clean Air Act, CERCLA, the Federal Water Pollution Control Act, the Occupational Safety and Health Act of 1970, the Resource Conservation and Recovery Act of 1976, the Safe Drinking Water Act, the Toxic Substances Control Act, the Hazardous & Solid Waste Amendments Act of 1984, the Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act, the Oil Pollution Act of 1990, and any state or local Laws implementing, analogous to, or similar to the foregoing federal Laws.

          “ Equity Interest ” means (i) the equity ownership rights in a business entity, whether a corporation, company, joint stock company, limited liability company, general or limited partnership, joint venture, bank, association, trust, trust company, land trust, business trust, sole proprietorship or other business entity or organization, and whether in the form of capital stock, ownership unit, limited liability company or membership interest, limited or general partnership interest or any other form of ownership, and (ii) also includes all Equity Interest Equivalents.

          “ Equity Interest Equivalents ” means all rights, warrants, options, convertible securities or indebtedness, exchangeable securities or other instruments, or other rights that are outstanding and exercisable for or convertible or exchangeable into, directly or indirectly, any Equity Interest described in clause (i) of the definition thereof at the time of issuance or upon the passage of time or occurrence of some future event.

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

          “ ERISA Affiliate ” is defined in Section 3.16(a) .

          “ Ernst & Young ” means Ernst & Young LLP, independent registered public accounting firm.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          “ Execution Date ” is defined in the opening paragraph to this Agreement.

          “ Exhibits ” means any or all of the exhibits attached to and made a part of this Agreement.

          “ Expenses ” means the aggregate amount of unpaid fees, expenses and other similar amounts that have been or are expected to be incurred by any Acquired Company on or prior to the Closing Date arising from the provision of services through the Closing for any Seller Party or Acquired Company, any Officers or Managers or any officers or directors of any Seller Party or Acquired Company in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of this Agreement and the transactions contemplated hereby, including the following: (i) the fees and disbursements of, or other similar amounts charged by, counsel to any Seller Party or Acquired Company, any Officers or Managers or any officers or directors of any Seller Party or Acquired Company, (ii) the fees and expenses of, or other similar amounts charged by, any accountants, agents, financial advisors, consultants and experts employed by any Seller Party or Acquired Company, and (iii) the out-of-pocket expenses, if any, of any Seller Party or Acquired Company, any Officers or the Managers or any officers or directors of any Seller Party or Acquired Company incurred in such capacity.

          “ Financial Statements ” is defined in Section 3.17(a)(ii) .

          “ Full Unaudited Financial Statements ” is defined in Section 5.8(a) .

          “ GAAP ” means generally accepted accounting principles used in the United States for financial reporting applied consistently with such Party’s past practices.

          “ Gatling ” means Gatling Mineral, LLC, a Delaware limited liability company.

          “ Gatling Acquisition Agreement (Ohio) ” means that certain Gatling Acquisition Agreement (Ohio) by and among Gatling Ohio LLC, a Delaware limited liability company, Gatling and Rivervista dated as of October 15, 2006.

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

          “ General Partner ” is defined in the opening paragraph to this Agreement.

          “ General Partner IPO ” means the first underwritten offering by the General Partner of limited partner interests in the General Partner to the public pursuant to an effective registration statement under the Securities Act.

          “ General Partner Limited Partnership Interest ” means an aggregate 9% interest in the General Partner designated as Limited Partner Interests under the General Partner Partnership Agreement and having the rights, privileges, preferences, limitations, obligations and such other terms as set forth in the General Partner Partnership Agreement, as amended by the General Partner Partnership Agreement Amendment (including the right to receive all cash distributions and other income and deductions related to 9% of the General Partner’s 2% general partner interest in the Partnership and to 13.846% of the General Partner’s Incentive Distribution Rights (or 9% of all of the Incentive Distribution Rights)).

          “ General Partner Partnership Agreement ” means that certain Third Amended and Restated Limited Partnership Agreement of the General Partner dated as of the Execution Date.

          “ General Partner Partnership Agreement Amendment ” is defined in Section 5.12 .

          “ Governmental Authorities ” means (a) the United States of America or any state or political subdivision thereof and (b) any court or any governmental or administrative department, commission, board, bureau, agency or arbitration tribunal of the United States of America or of any state or political subdivision thereof.

          “ Guarantee and Collateral Agreement ” means that certain Guarantee and Collateral Agreement by and among Lower Wilgat, LLC, a Delaware limited liability company, Middle Wilgat, LLC, a Delaware limited liability company, Gatling LLC, Williamson Energy, LLC, a Delaware limited liability company, and The Bank of New York, as collateral agent, dated as of October 24, 2006.

          “ Hazardous Materials ” means: (a) any chemicals, materials or substances defined or included in the definition of “hazardous substances,” “hazardous materials,” “toxic substances,” “solid wastes,” “pollutants,” “contaminants,” or words of similar import intended to define, list or classify substances by reason of deleterious properties under any Environmental Law, (b) any radioactive materials, asbestos, and polychlorinated biphenyls, (c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority, or (d) oil, waste oil, petroleum, waste petroleum, natural gas, natural gas liquids or liquefied natural gas.

          “ Incentive Distribution Rights ” means incentive distribution rights issued by the Partnership to the General Partner and certain limited partners of the General Partner in the form of a non-voting limited partner interest in the Partnership as specifically defined and provided for in the Partnership Agreement.

          “ Indebtedness ” means, without duplication, (i) any obligations of any Acquired Company for borrowed money (including all obligations for principal, interest, premiums, penalties, fees, expenses and breakage costs), (ii) any obligations of any Acquired Company evidenced by any note, bond, debenture or other debt security, (iii) any obligations of any Acquired Company for or on account of capitalized leases, (iv) any obligations of a Person other than an Acquired Company secured by a Lien against any Acquired Company’s Assets, (v) any obligations of any Acquired Company for the reimbursement of letters of credit, bankers’ acceptance or similar credit transactions, (vi) any obligations of any Acquired Company under

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any currency, commodity or interest rate swap, hedge or similar protection device, and (vii) any obligations of the types described in clauses (i) through (vi) above of any Person other than any Acquired Company, the payment of which is guaranteed, directly or indirectly, by any Acquired Company.

          “ Indemnified Party ” or “ Indemnitee ” is defined in Section 9.5(a) .

          “ Indemnifying Party ” or “ Indemnitor ” is defined in Section 9.5(a) .

          “ Indemnitee ” means a Buyer Indemnitee or a Seller Indemnitee, as the case may be.

          “ Intellectual Property ” is defined in Section 3.13 .

          “ Investor Rights Agreement ” means that certain Investor Rights Agreement dated as of the Execution Date by and among Seller and the Managing General Partner, the General Partner and Robertson Coal Management, LLC, a Delaware limited liability company.

          “ IRS ” means the United States Internal Revenue Service.

          “ Laws ” means all laws, statutes and ordinances of the United States, any state of the United States and any political subdivision thereof, including all decisions of any Governmental Authority having the effect of law in each such jurisdiction.

          “ Leased Real Property Interests ” is defined in Section 3.8(a) .

          “ Liability ” means any direct or indirect liability, Indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by any Person of any type, whether known or unknown, and whether accrued, absolute, contingent, matured or unmatured.

          “ Lien ” means any lien, mortgage, pledge, adverse or other claim, charge, security interest, production payment, restriction, burden, encumbrance, right of purchase, rights of a vendor under any title retention or conditional sale agreement, or lease or other arrangement substantially equivalent thereto or other encumbrance, option or defect in title.

          “ LLC Interests ” is defined in the first recital to this Agreement.

          “ Loss ” or “ Losses ” means any and all damages, payments, penalties, assessments, disbursements, costs and expenses, including interest, awards, judgments, settlements, fines, costs of remediation, fees, costs of defense and reasonable attorneys’ fees, costs of accountants, expert witnesses and other professional advisors and costs of investigation and preparation of any kind or nature whatsoever.

          “ Manager ” means each manager of each Acquired Company that is manager-managed, including each person so identified in Section 1.1(a) of the Acquired Company Disclosure Schedule , in each case in that person’s capacity as such, and any successor to any of them serving in such capacity prior to the Closing.

          “ Managing General Partner ” means GP Natural Resource Partners LLC, a Delaware limited liability company and the general partner of the General Partner.

          “ Material Adverse Effect ” means, with respect to any Acquired Company, the Partnership or any other Person, as applicable, any result, occurrence, event or circumstance (each, an “ Effect ”) (whether or not (A) foreseeable as of the date of this Agreement or (B) covered by insurance) that, individually or in the aggregate with any such other Effects (whether or not such Effect has, during the period or at any time in question, manifested itself in, as applicable, the financial statements of the Acquired Companies or of the Partnership and its subsidiaries or of such other Person), has had or has a material adverse effect on (x) the condition (financial or otherwise), business, properties or results of operations of, as applicable, the Acquired Companies, taken as a whole, the Partnership and its subsidiaries, taken as a whole, or such other Person, (y) in the case of any Acquired Company, the ability of such Acquired Company to own and operate its assets and conduct its businesses in the ordinary course as presently operated and conducted, including the ability to lease the coal reserves included in the Assets to Third Persons for the purpose of mining such coal reserves, or (z) the ability of, as applicable, any Seller Party, any of the Partnership, the General Partner or Buyer or such other Person to perform its obligations under or consummate the transactions contemplated by the Transaction Documents to which it is a party; provided , however , that a Material Adverse Effect shall not be deemed to occur pursuant to clause (x) solely as a result of (1) any Effect that is generally applicable to the industry and markets in which, as applicable, the Acquired Companies or the Partnership and its subsidiaries or such other Person operate or (2) any Effect that is generally applicable to the United States economy or securities markets, provided that the Effects in the case of clauses (1) or (2) of this sentence do not disproportionately affect, as applicable, the Acquired Companies or the Partnership and its subsidiaries or such other Person.

          “ Material Contract ” means each of the following to the extent such Contract is currently executory:

          (a) each Contract to which any Acquired Company is a party that is reasonably expected to require payments of cash to or by the Acquired Companies, or the incurrence of Liabilities by the Acquired Companies, during the period of twelve months following the date of this Agreement in an amount of more than $500,000;

          (b) the Acquisition Agreements and each other acquisition, partnership, joint venture, teaming or other similar Contract entered into by or assigned to any Acquired Company since June 24, 2005;

          (c) each Contract of any Acquired Company restricting or otherwise affecting the ability of such Acquired Company to conduct or compete in any line of business in any jurisdiction;

          (d) each Contract between any Acquired Company, on the one hand, and any Seller Party or any of its Affiliates, any of the Officers or Managers or any of the directors, officers, managers or other employees of any Seller Party or any of its Affiliates, on the other hand;

          (e) each Contract between any Acquired Company, on the one hand, and any financial advisor or consultants to any Seller Party or any Acquired Company, on the other hand, under which there are remaining indemnity or other obligations of any party thereto after the Closing;

          (f) each Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $500,000 and with terms of less than one year);

          (g) each indenture, mortgage, promissory note, loan or other Contract for Indebtedness;

          (h) each Contract that was not entered into in the ordinary course of business;

          (i) each Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any Intellectual Property, but excluding form, “shrink-wrap” licenses for computer software and other off-the-shelf, retail intellectual property;

          (j) each Contract with any labor union or other employee representative of a group of employees;

          (k) each Contract involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;

          (l) each Contract providing for payments or commissions to or by any Person based on sales, purchases, or profits of any Acquired Company;

          (m) each Contract providing for the lease of coal reserves to or from a Third Person;

          (n) each Contract with respect to any hedging, swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;

          (o) each outstanding standby letter of credit, guarantee, subordination agreement and indemnity agreement, whether or not entered into in the ordinary course of business, under which any Acquired Company may become liable for or obligated to discharge, or any asset of any Acquired Company is or may become subject to the satisfaction of, any indebtedness, obligations, performance or undertaking of other Persons involving the potential expenditure by any Acquired Company after the date of this Agreement of more than $500,000 in any instance (or any such guarantee, subordination agreement or indemnity agreement involving the potential aggregate expenditure by any Acquired Company of more than $500,000);

          (p) each labor services Contract, whether as owner/employer or operator of facilities or properties of any Acquired Company;

          (q) each processing, storage, loading or transloading Contract pursuant to which any Acquired Company uses or is obligated to use, or has a right to acquire, any preparation plant, stockpile area, crushing plant, screening plant, tipple, processing facility, rail car or unit train loading facility, barge loading facility or other installation or facility owned, leased or used by it to process, wash, crush, grade, screen, store, load, transload or ship coal or any Contract pursuant to which any Third Person uses or is obligated to use any preparation plant, stockpile area, crushing plant, screening plant, tipple, processing facility, rail car or unit train facility, barge loading facility or other installation or facility owned, leased or used by such third party to process, wash, crush, grade, screen, store, load, transload or ship coal for any Acquired Company;

          (r) each Acquired Company “wheelage” Contract;

          (s) each Acquired Company “overriding royalty” Contract;

          (t) each other existing Contract or Contracts of any Acquired Company, not otherwise covered by the foregoing, the loss of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Acquired Companies; and

          (u) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

          “ Membership Interests ” is defined in the first recital to this Agreement.

          “ Notice of Production ” is defined in Section 5.13 .

          “ Notice Period ” is defined in Section 9.5(c) .

          “ Notification ” means any notice to or filing with any Person or Governmental Authority required under the terms of any Contract to which any Acquired Company or any Seller Party is a party, by the terms of any Authorization held by or applicable to any Acquired Company or any Seller Party or by Law that is necessary for any Seller Party to execute, deliver and perform its obligations under this Agreement or is otherwise required in connection with the consummation by any Acquired Company of the transactions contemplated hereby.

          “ NYSE ” means The New York Stock Exchange.

          “ Obligations ” is defined in Section 3.3(c) .

          “ Officer ” means each officer of each Acquired Company, including each person so identified in Section 1.1(a) of the Acquired Company Disclosure Schedule , in each case in such person’s capacity as such, and any successor to any of them serving in such capacity prior to the Closing.

          “ Ohio Backstop Agreement ” is defined in Section 5.14 .

          “ Ohio Coal Reserves ” is defined in the Contribution Agreement.

          “ Order ” means all applicable writs, judgments, injunctions, decrees and other official acts of or by any Governmental Authority.

          “ Organizational Documents ” means with respect to any particular entity: (a) if a corporation, its articles or certificate of incorporation and its bylaws; (b) if a limited partnership, its limited partnership agreement and its articles or certificate of limited partnership; (c) if a limited liability company, its articles of organization or certificate of formation and its limited liability company agreement or operating agreement; (d) all related equity holders’ agreements, voting agreements, voting trust agreements, joint venture agreements or registration rights agreements; and (e) any amendment or supplement to any of the foregoing.

          “ Other LLC Interests ” means all of the LLC Interests other than the Contributable LLC Interests.

          “ Out Leased Real Property Interests ” is defined in Section 3.8(f) .

          “ Out Leases ” is defined in Section 3.8(f) .

          “ Owned Real Property Interests ” is defined in Section 3.8(a) .

          “ Parent ” is defined in the opening paragraph of this Agreement.

          “ Parent Release ” is defined in Section 10.17 .

          “ Parent Release Date ” is defined in Section 10.17 .

          “ Parties ” or “ Party ” is defined in the opening paragraph of this Agreement.

          “ Partnership ” is defined in the opening paragraph of this Agreement.

          “ Partnership Agreement ” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of the Execution Date.

          “ Partnership Disclosure Schedule ” means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

          “ Partnership Litigation ” is defined in Section 4.6 .

          “ Partnership SEC Documents ” means the Partnership’s reports, schedules, forms, statements and other documents filed under the Exchange Act since December 31, 2005 and prior to the Closing, including its Annual Report on Form 10-K as filed with the SEC on February 27, 2006, its Quarterly Report on Form 10-Q (“ Form 10-Q ”) for the quarter ended March 31, 2006 as filed with the SEC on May 3, 2006, its Form 10-Q for the quarter ended June 30, 2006 as filed with the SEC on August 3, 2006, its Form 10-Q for the quarter ended September 30, 2006 as filed with the SEC on November 2, 2006 and its Current Reports on Form

8-K as filed with the SEC on June 22, 2006, August 15, 2006, August 24, 2006 and November 27, 2006. ¹

          “ Permitted Encumbrances ” means the following:

          (a) terms, conditions, restrictions, exceptions, reservations, limitations, and other matters contained in any document creating or transferring any Real Property Interests, or in any Authorizations or Contract that, singularly or in the aggregate, do not materially adversely affect the value of the Real Property Interest to which such matters relate or materially interfere with the ownership, use or operation of such Real Property Interests and, in any event, do not prevent or prohibit the use of such Real Property Interests by the Acquired Companies as currently used or as otherwise necessary for the conduct of their respective Businesses as presently conducted and as presently proposed to be conducted by any Acquired Company;

          (b) Liens for Taxes and assessments that are not yet due and payable (or that are being contested in good faith by appropriate Proceedings and for which adequate reserves have been made in the Financial Statements);

          (c) mechanic’s, materialmen’s, repairmen’s and other statutory Liens arising in the ordinary course of business and securing obligations incurred prior to the Closing Date that are not delinquent, that will be paid and discharged in the ordinary course of business and for which adequate reserves have been made in the Financial Statements;

          (d) utility easements, restrictive covenants, defects and other irregularities in title, that, singularly or in the aggregate, do not materially adversely affect the value of the assets to which such matters relate or materially interfere with the ownership, use or operation of such assets and do not prevent or prohibit the use of such assets by the Acquired Companies as currently used or as otherwise necessary for the conduct of their respective Businesses as presently conducted and as presently proposed to be conducted by any Acquired Company;

          (e) required Third Person consents to assignment, preferential purchase rights and other similar agreements with respect to which consents or waivers are obtained from the appropriate Person prior to Closing for the transactions contemplated hereby, or as to which the appropriate time for asserting such rights has expired as of the Closing without an exercise of such right, or the effects of which, singularly or in the aggregate, would not reasonably be expected to interfere materially with the ownership, use or operation of the assets to which such matters relate and, in any event, do not prevent or prohibit the use of such assets by the Acquired Companies as currently used or as otherwise necessary for the conduct of their respective Businesses as presently conducted and as presently proposed to be conducted by any Acquired Company;

          (f) any Post-Closing Notification;

          (g) Liens created by the General Partner or Buyer or their respective successors or assigns; and

          (h) Liens listed in Section 1.1(b) of the Acquired Company Disclosure Schedule .

          “ Permitted Indemnification/Contribution ” is defined in Section 10.16 .

          “ Person ” means any natural person, corporation, company, partnership (general or limited), limited liability company, trust, joint venture, joint stock company, unincorporated organization, Governmental Authority or other entity or association.

          “ Post-Closing Notification ” means any Notification to or with any Person or Governmental Authority that is customarily effected following the closing of a transaction similar to the transactions contemplated hereby, including those listed in Section 1.1(c) of the Acquired Company Disclosure Schedule , but shall not include any Notification that constitutes a Required Consent.

          “ Proceeding ” means any action, suit, claim, investigation, review or other judicial or administrative proceeding, at Law or in equity, before or by any Governmental Authority or arbitration proceeding.

          “ Put Right ” is defined in the General Partner Partnership Agreement.

          “ Real Property Interests ” means all interests in real property used or held for use by any Acquired Company, including coal, mining and surface rights, rights to timber and natural gas (including coalbed methane and gob gas), rights-of-way, Easements, options, licenses and leases that are used or held for use in connection with the ownership, operation or maintenance of the assets owned by or leased by any Acquired Company, and all fixtures, improvements, tipple, loadout and other transportation facilities located thereon or appertaining thereto that are owned or held by leasehold interest by any Acquired Company.

          “ Records ” means all Contracts, land, title, engineering, environmental, regulatory, operating, accounting, business, marketing, and other data, files, documents, instruments, notes, papers, ledgers, journals, reports, abstracts, surveys, title opinions, maps, drawings, books, records and studies that relate to the ownership, operation or maintenance of the assets owned by any Acquired Company.

          “ Regulation ” means any rule or regulation of any Governmental Authority having the effect of Law or of any rule or regulation of any self-regulatory organization.

          “ Regulation S-X ” is defined in Section 4.1 .

          “ Relevant Period ” is defined in Section 5.8(a) .

          “ Required Authorization ” is defined in Section 3.7(a) .

          “ Required Consents ” is defined in Section 3.4 .

          “ Reserve Review ” is defined in Section 3.22 .

          “ Restricted Business Contribution Agreement ” means that certain Restricted Business Contribution Agreement dated as of the Execution Date by and among Chris Cline, Parent, Seller, the Partnership, the General Partner, the Managing General Partner and Buyer.

          “ Rivervista ” is defined in the first recital to this Agreement.

          “ Schedules ” means the schedules referenced in this Agreement and attached hereto.

          “ SEC ” means the U.S. Securities and Exchange Commission.

          “ Securities ” is defined in Section 3.25(a) .

          “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “ Seller ” is defined in the opening paragraph of this Agreement.

          “ Seller Affiliate ” is defined in Section 10.14(b) .

          “ Seller Indemnitees ” is defined in Section 9.2 .

          “ Seller Parties ” or “ Seller Party ” is defined in the opening paragraph of this Agreement.

          “ Seller Title Representations ” means the representations and warranties in Section 3.2 and Section 3.3(b) .

          “ Seller’s Knowledge ” or any similar term, means the actual knowledge, after due inquiry, of each of Matt Fifield, Donnie Holcomb, John Dickinson and Chris Cline.

          “ Significant Subsidiary ” is defined in Section 4.1 .

          “ SMCRA ” means the Surface Mining Control and Reclamation Act of 1977 (30 U.S.C. § 1201 et seq.), as amended.

          “ Sowood Loan Agreement ” is defined in the Contribution Agreement.

          “ Straddle Period ” means any taxable period beginning on or before and ending after the Closing Date.

          “ Subordinated Units ” means units representing limited partner interest of the Partnership designated as subordinated units under the Partnership Agreement and having the rights, obligations and such other terms as set forth in the Partnership Agreement.

          “ Subsidiary ” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (a) such Person or any other Subsidiary of such Person is a general partner, managing member or sole or controlling member or (b) at least a majority of the Equity Interest or other interests having by their terms ordinary

voting power to elect a majority of the board of directors, managers or others performing similar functions with respect to such corporation, partnership, limited partnership, limited liability company or other organization is, directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and any one or more of its Subsidiaries.

          “ Super Material Contracts ” means each Contract identified in Section 1.1(e) of the Acquired Company Disclosure Schedule .

          “ Survival Date ” is defined in Section 9.1(a)(iii) .

          “ Tax ” or “ Taxes ” means any tax, assessment, duty, fee, levy or similar charge assessed by any Governmental Authority, including any income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or employment tax, and any abandoned mine lands fees payable under SMCRA, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those and any amount asserted as such by any Governmental Authority in or any contest or dispute thereof and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any Person.

          “ Tax Return ” means any declaration, report, statement, form, return or other document or information required to be supplied to a taxing authority in connection with Taxes including any schedule or attachment thereto, and including any amendment thereof.

          “ Third Person ” means (i) any Person other than a Party or its Affiliates and (ii) any Governmental Authority.

          “ Third Person Claim ” is defined in Section 9.5(c) .

          “ TIC Agreement ” is defined in the Contribution Agreement.

          “ Title Defect ” means any Lien or defect associated with an Acquired Company’s title to the Assets, other than a Permitted Encumbrance, that (a) causes any Acquired Company’s title thereto not to constitute indefeasible title (in the case of owned Real Property Interests) or good and marketable title (in the case of all other owned Assets) to 100% of the right, title and interest in any Asset (or a valid leasehold interest in any Asset leased or represented as leased by any Acquired Company from a Third Person) or (b) has or would reasonably be expected to have a Material Adverse Effect on such Acquired Company.

          “ Transaction Documents ” means this Agreement, the Contribution Agreement, the Restricted Business Contribution Agreement, the General Partner Partnership Agreement Amendment, the Investor Rights Agreement, the WVA Backstop Agreement, the TIC Agreement, the Ohio Backstop Agreement, the Deepwater TIC Agreement, the other documents and instruments to be delivered at the Closing and any other Contract among the Parties that is expressly agreed by the Parties to constitute a Transaction Document for purposes of this Agreement.

          “ Transaction Units ” means an aggregate of 2,280,000 Common Units; provided , however , that if the Partnership has not obtained Unitholder Approval for the issuance of the Transaction Units, “ Transaction Units ” shall mean 2,280,000 Class B Units.

          “ Unaudited Financial Statements ” is defined in Section 3.17(a)(ii) .

          “ Unitholder Approval ” means the vote of the Unitholders (as defined in the Partnership Agreement), in accordance with the provisions of the Partnership Agreement and as may be required by the Regulations of the NYSE, necessary to approve the issuance of Common Units to Seller.

          “ Voting Debt ” means bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of Equity Interests may vote.

          “ Weir ” means Weir International Mining Consultants, Inc.

          “ WVA Backstop Agreement ” is defined in the Contribution Agreement.

     1.2 Other Definitional Provisions . As used in this Agreement, unless expressly stated otherwise or the context requires otherwise, (a) all references to an “Article,” “Section,” or “subsection” shall be to an Article, Section, or subsection of this Agreement, (b) the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof, (c) the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural, (d) the word “including” shall mean “including, without limitation” and (e) the word “day” or “days” shall mean a calendar day or days, unless denoted as a Business Day.

     1.3 Headings . The headings of the Articles and Sections of this Agreement and of the Schedules and Exhibits are included for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation hereof or thereof.

     1.4 Other Terms . Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement.

ARTICLE II
THE TRANSACTION

     2.1 The Transaction . Subject to and upon the terms and conditions of this Agreement, at the Closing, Seller shall (a) contribute, transfer, convey, assign and deliver to the General Partner, and the General Partner shall acquire and accept from Seller, all the Contributable LLC Interests, free and clear of all Liens, and (b) contribute, transfer, convey, assign and deliver to Buyer, and Buyer shall acquire and accept from Seller, all the Other LLC Interests, free and clear of all Liens. At the Closing, Seller shall deliver to the General Partner and Buyer assignments duly executed by Seller transferring and assigning the Contributable LLC Interests to the General Partner and the Other LLC Interests to Buyer, in each case in accordance with the terms of this Agreement.

     2.2 Aggregate Consideration .

          (a) The aggregate consideration to be delivered by the General Partner for the Contributable LLC Interests shall be the General Partner Limited Partnership Interest. The aggregate consideration to be delivered by Buyer for the Other LLC Interests shall be the Transaction Units. The General Partner Limited Partnership Interest and the Transaction Units are collectively referred to herein as the “ Aggregate Consideration .” The Aggregate Consideration shall be deliverable in the manner described in Section 2.2(b) .

          (b) At the Closing:

               (i) the General Partner shall issue to Seller the General Partner Limited Partnership Interest, which interest shall be issued on original issue and evidenced by the General Partner Partnership Agreement Amendment duly executed and delivered by the Managing General Partner; and

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

     2.3 Contribution by the General Partner . Immediately after the consummation of the transactions contemplated by Section 2.2(b) , the General Partner shall contribute, transfer, convey, assign and deliver to the Partnership, and the Partnership shall acquire and accept from the General Partner, all the Contributable LLC Interests free and clear of all Liens in satisfaction of the obligations of the General Partner under Section 5.2(b) of the Partnership Agreement.

     2.4 Effective Time . The transactions contemplated by this Agreement shall be effective, for accounting and financial reporting purposes, as of 12:01 a.m. on the first day of the month in which the Closing occurs.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

     Parent and Seller jointly and severally represent and warrant to Buyer, the General Partner and the Partnership the matters set forth in Section 3.1 (Organization, Good Standing and Authority of Seller Parties), Section 3.4 (Consents) and Section 3.5 (No Conflicts) solely with respect to Parent (such representations and warranties being deemed to be made as of the date hereof and on a continuous basis until the Closing) and Seller represents and warrants to Buyer, the General Partner and the Partnership as follows (such representations and warranties being deemed to be made as of the date hereof and on a continuous basis until the Closing):

     3.1 Organization, Good Standing and Authority of Seller Parties .

          (a) Each Seller Party is a limited partnership or limited liability company duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and licensed, as may be required, and in good standing to do business in each jurisdiction in which

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the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification and licensing necessary, other than in such jurisdictions where the failure so to be qualified and licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Seller Party. All the outstanding partnership or membership interests of each Seller Party have been duly authorized and validly issued and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person.

          (b) Other than approvals by each Seller Party, which approvals have been obtained, no vote of holders of any Equity Interest of any Seller Party is necessary to approve this Agreement or the other Transaction Documents to which any Seller Party is or will be a party or the performance by the Seller Parties of their respective obligations hereunder and thereunder. Each Seller Party has all requisite limited partnership or limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is or shall be a party and to consummate the transactions contemplated hereby and thereby, and Seller has the full right, power and authority to transfer, convey and contribute to the General Partner at the Closing the Contributable LLC Interests and to Buyer at the Closing the Other LLC Interests. The execution and delivery by each Seller Party of this Agreement and the other Transaction Documents to which such Seller Party is or is intended to be a party and the consummation of the transactions contemplated hereby and thereby by such Seller Party have been duly authorized by all necessary limited partnership or limited liability company action on the part of such Seller Party. This Agreement and the other Transaction Documents to which each Seller Party is or shall be a party have been duly executed and delivered by such Seller Party or, if not yet executed, will at Closing be duly executed and delivered by such Seller Party, and, assuming this Agreement and the other Transaction Documents constitute the valid and binding obligations of each of the Partnership, the General Partner and Buyer, constitute or will, if not yet executed, at Closing constitute, the valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     3.2 Title to LLC Interests . Seller has good and valid record and beneficial title to the LLC Interests, free and clear of any and all Liens. Upon the Closing, the General Partner will acquire good title to all of the issued and outstanding Contributable LLC Interests, free and clear of any Liens, other than any Liens created by the General Partner. Upon the Closing, Buyer will acquire good title to all of the issued and outstanding Other LLC Interests, free and clear of any Liens, other than any Liens created by Buyer.

     3.3 Organization, Good Standing, Authority, Capitalization of Acquired Companies .

          (a) Each of the Acquired Companies is a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and licensed, as may be required, and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification and licensing

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necessary, other than in such jurisdictions where the failure so to be qualified and licensed would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on such Acquired Company. Except as set forth in Section 3.3(a) of the Acquired Company Disclosure Schedule , no Acquired Company has operated under any legal or assumed name other than its current legal name.

          (b) All the outstanding limited liability company interests of each Acquired Company have been duly authorized and validly issued in accordance with the Delaware Act and the Organizational Documents of such Acquired Company, are fully paid and non-assessable (except as such non-assessability may be affected by the Delaware Act) and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person. The LLC Interests constitute, directly and indirectly, all of the outstanding Equity Interests in each of the Acquired Companies. No membership interests or other Equity Interests of any Acquired Company are reserved for issuance. Except for the LLC Interests, there are not, and on the Closing Date there will not be, outstanding or in existence any other Equity Interests of any Acquired Company, and none of the Acquired Companies has any outstanding Equity Interest Equivalents and is not obligated, under any Contract or otherwise, to issue any Equity Interests or Equity Interest Equivalents. None of the Acquired Companies owns, directly or indirectly, any Equity Interest in any Person.

          (c) As of the date hereof, none of the Acquired Companies has any Indebtedness or obligations to make capital expenditures (together with Indebtedness, “ Obligations ”) other than the Obligations set forth in Section 3.3(c)(i) of the Acquired Company Disclosure Schedule . As of the Closing, none of the Acquired Companies will have any Obligations other than the Obligations set forth in Section 3.3(c)(ii) of the Acquired Company Disclosure Schedule (the “ Continuing Obligations ”). As of the Closing, the Acquired Companies will hold cash sufficient to satisfy all Continuing Obligations.

          (d) Seller has heretofore made available to the General Partner and Buyer true and complete copies of the Organizational Documents of each of the Acquired Companies.

     3.4 Consents . Except for (i) Post-Closing Notifications or (ii) any Notifications set forth in Section 3.4 of the Acquired Company Disclosure Schedule (the Notifications described in clause (ii), the “ Required Consents ”), no Authorization, Notification or consent, waiver, permission, authorization or approval of, or exemption by, any Third Person is necessary for any Seller Party to execute, deliver and perform this Agreement and the other Transaction Documents to which it is or it shall be a party, other than such Authorizations, Notifications, consents, waivers, permissions, authorization or approvals or exemptions that if not obtained or given, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies.

     3.5 No Conflicts . The execution and delivery by each Seller Party of this Agreement, the other Transaction Documents to which such Seller Party is or shall be a party and each instrument required hereby or thereby to be executed and delivered by it at Closing do not and will not, and the performance by such Seller Party of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby and thereby by such Seller Party and compliance by such Seller Party with the provisions hereof and thereof will not, conflict with or

result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien on any of the Assets of any Acquired Company or otherwise result in a detriment to any Seller Party or any Acquired Company under, (i) the Organizational Documents of any Seller Party or any Acquired Company (each as amended to date), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license to which any Seller Party or any Acquired Company is a party or by which any Seller Party or any Acquired Company or any of their respective properties or assets is bound, (iii) any joint venture or ownership arrangement or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 3.4 are duly and timely obtained or made, any Law, Regulation or Order applicable to any Seller Party or any Acquired Company or any of their respective properties or assets, other than, in the case of clause (ii), (iii) or (iv), any such conflicts, violations, defaults, rights, losses of benefit, purchase rights, Liens or detriments that, individually or in the aggregate, has not had and would not reasonably be expected to result in a Material Adverse Effect on the Acquired Companies.

     3.6 Laws and Regulations .

          (a) Each Acquired Company is in compliance with all Laws and Regulations that are applicable to it or to the conduct or operation of its Business or the ownership or use of any of its Assets, except for such failure to be in compliance, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. Notwithstanding anything herein to the contrary, the provisions of this Section 3.6 shall not relate to or cover Environmental Laws.

          (b) To Seller’s Knowledge, no event has occurred that (with or without notice or lapse of time) may constitute or result in a violation by any Acquired Company of any Law or Regulation, except for such violations, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies; and to Seller’s Knowledge, no event has occurred that (with or without notice or lapse of time) may constitute or result in a failure on the part of any Acquired Company to comply with any Law or Regulation, except for such failures to comply, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies.

          (c) No Acquired Company has received specific written notice or, to Seller’s Knowledge, any other communication from any Governmental Authority regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any applicable Law or Regulation.

     3.7 Authorizations .

          (a) Each Acquired Company is in possession of all Authorizations necessary to permit it to conduct and operate its Business lawfully and in the manner in which it currently conducts and operates such Business and to permit each Acquired Company to own and use its Assets in the manner in which it currently owns and uses such Assets (each such Authorization, a “ Required Authorization ”). Section 3.7(a) of the Acquired Company Disclosure Schedule

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contains a complete and accurate list of the Required Authorizations. Each Required Authorization is valid and in full force and effect and was obtained in accordance with all applicable Laws and Regulations.

          (b) Each Acquired Company is in compliance with all of the terms and requirements of each Required Authorization applicable to such Acquired Company and, to Seller’s Knowledge, no event has occurred that may (with or without notice or lapse of time) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Required Authorization, except for such failures to be in compliance, revocations, withdrawals, suspensions, cancellations, terminations or modifications, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies.

          (c) No Acquired Company has received any specific written notice or, to Seller’s Knowledge, any other communication from any Governmental Authority regarding (i) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Required Authorization or (ii) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Required Authorization, which remains outstanding and either under protest, uncured or otherwise unresolved. All plans for corrective action, consent decrees, agreed orders, settlement agreements, long term remediation plans, fines, penalties and similar charges imposed on or assessed against any Acquired Company by any Governmental Authority have been either fully resolved or paid in full by such Acquired Company, excepting only those payable or requiring future reclamation with respect to citations, notices of non-compliance and notices of violation which are listed in Section 3.7(c) of the Acquired Company Disclosure Schedule and designated as still outstanding and unresolved.

          (d) All applications required to have been filed for the renewal of the Required Authorizations, and all other filings required to have been made with respect to the Required Authorizations, have been duly filed or made on a timely basis with the appropriate Governmental Authorities.

     3.8 Properties .

          (a) Section 3.8(a)(i) of the Acquired Company Disclosure Schedule sets forth a true and complete list of all of the material machinery, equipment, vehicles and other tangible personal property owned or leased by the Acquired Companies, all Real Property Interests owned by the Acquired Companies (the “ Owned Real Property Interests ”) and all Real Property Interests leased or subleased by the Acquired Companies (the “ Leased Real Property Interests ”). The Acquired Companies, individually or together, have indefeasible title to all Owned Real Property Interests, valid leasehold interests in the case of Leased Real Property Interests, and good and marketable title or valid leasehold interests in and to all other properties, in each case listed in Section 3.8(a)(i) of the Acquired Company Disclosure Schedule or otherwise owned or held by them (all such interests and properties, including those listed in Section 3.8(a)(i) of the Acquired Company Disclosure Schedule , collectively, the “ Assets ”), in each case free and clear of all Title Defects. To Seller’s Knowledge, there are no assessments against the Assets for public improvements. As of the date of this Agreement, there has been no actual or, to Seller’s

          (b) The Assets constitute all of the assets, rights, interests and properties, tangible or intangible, real or personal, that are used or necessary for use in connection with the operation of the Business consistent with past practice and as currently operated or conducted by the Acquired Companies. The personal property owned or leased by the Acquired Companies is sufficient to enable them to conduct their Businesses as currently operated or conducted. There are no preferential or similar rights to purchase any of the Assets except as set forth in Section 3.8(b) of the Acquired Company Disclosure Schedule .

          (c) No Seller Party nor any Acquired Company has received any notice of any adverse claim to title to any Assets or has received any notice of default under or termination of, or is in default under, the terms of any leases, subleases, Easements or rights of way with respect to any Assets that constitute Real Property Interests, in any such case that might result in an impairment or loss of title to such Assets or the value thereof or that has or would hinder or impede the operation of the Assets of any Acquired Company or adversely affect the ability of the Acquired Companies to own and operate their Assets from and after the Closing in the ordinary course of business as conducted by the Acquired Companies prior to Closing, except for such adverse claims, defaults or terminations, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies.

          (d) The Assets that are tangible personal property are in good operating and working order, repair and condition, subject to ordinary wear and tear.

          (e) True and complete copies of all (i) deeds and other instruments by which each Acquired Company acquired the Owned Real Property Interests owned by it, (ii) existing surveys, title insurance policies, title insurance abstracts and other evidence of title of the Owned Real Property Interests in the possession of such Acquired Company or any Seller Party and (iii) leases and subleases covering the Leased Real Property Interests or other leased or subleased Assets have been made available to the General Partner and Buyer.

          (f) Section 3.8(f) of the Acquired Company Disclosure Schedule contains a true and complete list of all of the leases, subleases, assignments thereof and other instruments, agreements and arrangements pursuant to which any Acquired Company leases, sublets or otherwise demises any real property, whether surface, mineral or both, to any other Person (all said instruments, agreements and arrangements being hereinafter referred to as “ Out Leases ” and such real property as the “ Out Leased Real Property Interests ”). True and complete copies of all of the Out Leases (including all amendments thereto and all instruments in any way modifying any thereof) have heretofore been made available to the General Partner and Buyer. All of the Out Leases are valid and in full force and effect in accordance with their terms. There are no existing defaults by any party under any of the Out Leases, nor, to Seller’s Knowledge, has any event occurred which, with notice or the passage of time or both, would constitute a default by any party under any of the Out Leases.

          (g) Except as set forth in Schedule 3.8(g) of the Acquired Company Disclosure Schedule , none of the Acquired Companies nor any Seller Party has received any

written notice or, to Seller’s Knowledge, any other communication of claims that any lessee of any Acquired Company or any contract miner for any such lessee has mined any coal that it did not have the right to mine or mined any coal in such reckless and imprudent fashion as to give rise to any claims for loss, waste or trespass; and, to Seller’s Knowledge, no facts exist upon which a claim could be based, except for claims, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies.

          (h) Seller has made available to the General Partner and Buyer the most recent complete and correct version of each of the following items to the extent such items are (i) in the possession or under the control of any Acquired Company or Seller Party, (ii) relate to or affect the Real Property Interests or the Out Leased Real Property Interests, including the coal reserves, coal ownership, mining conditions, mines, mining plans, property Tax bills and filings of property Tax forms of each Acquired Company and (iii) relevant to the conduct of the Business: geological data, reserve data, existing mine maps, surveys, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or reports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all other books and records, information, maps, reports and data.

     3.9 Taxes .

          (a) All Taxes payable by or imposed against any Acquired Company have been timely and fully paid other than Taxes not yet due and payable. Each Acquired Company has duly complied with all withholding Tax and Tax deposit requirements imposed on them and their respective assets.

          (b) All Tax Returns that are required to have been filed for, by, on behalf of or with respect to each Acquired Company have been duly and timely filed with the appropriate Governmental Authority. All such Tax Returns are correct and complete, except for such failures to be so correct and complete, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies.

          (c) (i) No Acquired Company is under audit or examination by any Governmental Authority with respect to Taxes, (ii) there are no Claims or Proceedings now pending or, to Seller’s Knowledge, threatened against any Acquired Company with respect to any Tax or any matters under discussion with any Governmental Authority relating to any Tax, (iii) there are no Claims for any additional Tax and no assessment, deficiency or adjustment has been asserted by any Governmental Authority against any Acquired Company, and (iv) to Seller’s Knowledge, no claim has ever been made by a Governmental Authority in a jurisdiction where the Acquired Companies do not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no outstanding Contracts or waivers extending the statutory period of limitation applicable to (x) the filing of any Tax Return by or with respect to, or (y) any claim for, or the period for the collection or assessment of, Taxes due from or with respect to, any Acquired Company for any taxable period.

          (d) No Acquired Company has agreed to make any material adjustment pursuant to Section 481(a) of the Code (or any similar provision of foreign, state or local law or any predecessor provision) by reason of any change in any accounting method, and there is no

application pending with any Governmental Authority requesting permission for any changes in any accounting method of any Acquired Company.

          (e) No Acquired Company will be required to include in any period ending after the Closing Date any income that accrued in a prior period but was not recognized in any prior period as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting or the cash method of accounting.

          (f) None of the Acquired Companies (i) has been a member of an affiliated, consolidated, combined, unitary or similar group filing a consolidated federal income Tax Return, or (ii) has any liability for the Taxes of any Person (other than another Acquired Company).

          (g) No Acquired Company is a party to, is bound by, or has any obligation under, any Tax sharing agreement, Tax allocation agreement or similar Contract.

          (h) No Acquired Company has executed or entered into with the IRS, or any other Governmental Authority, a closing agreement pursuant to Section 7121 of the Code or any similar provision of state, local, foreign or other income tax law, which will require any increase in taxable income or alternative minimum taxable income, or any reduction in Tax deductions or Tax credits for, any Acquired Company for any taxable period ending after the Closing Date.

          (i) No Acquired Company has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that would not be deductible under Section 280G of the Code.

          (j) From and at all times since their respective dates of inception, each of the Acquired Companies has been classified as a disregarded entity for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3 and all Tax Returns have been prepared consistently therewith.

     3.10 Remedial Work . There is no water treatment, reclamation or other remedial work or condition related to coal mining which is existing or reasonably foreseeable in the future on the Assets, except such activity as is being undertaken in accordance with an applicable Authorization.

     3.11 Insurance . Section 3.11 of the Acquired Company Disclosure Schedule sets forth a list, including the name of the insurer, the risks insured, and related limits of the insurance policies currently maintained by the Acquired Companies. All such policies are in full force and effect. There is no claim outstanding under any such insurance policy and to Seller’s Knowledge, no event has occurred that has given rise to or serves as the basis for or (with or without notice or lapse of time) would reasonably be expected to give rise to or serve as the basis for any such claim under any such policy, except for such claims, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. No Acquired Company has received any written notice from any insurer or reinsurer of any reservation of rights with respect to pending or paid claims. No Acquired Company is a party to any Contract, and the insurance policies listed on Section 3.11 of the Acquired Company Disclosure do not contain any provision, that would affect the rights of any

Acquired Company under such insurance policies upon or as a result of the consummation of the transactions contemplated by this Agreement.

     3.12 Material Contracts .

          (a) Section 3.12(a) of the Acquired Company Disclosure Schedule contains a description of all Material Contracts. A true, correct and complete copy of each Material Contract has been made available to the General Partner and Buyer. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies, (i) none of the Acquired Companies has received from any other party to a Material Contract any written or oral notice of any breach or violation by any Acquired Company of any Material Contract or termination or intention to terminate such Material Contract, (ii) no event has occurred which (with notice or lapse of time, or both) would constitute a default or an event of default by any Acquired Company under the terms of any Material Contract or give any Acquired Company or any other party to a Material Contract the right to terminate or modify the terms of such Material Contract, and (iii) each Acquired Company has performed all of its material obligations under the Material Contracts to which it is a party. Each of the Material Contracts is enforceable and in full force and effect and constitutes a legal, valid and binding obligation of the Acquired Company that is a party thereto and, to Seller’s Knowledge, each other party thereto. To Seller’s Knowledge, no other party to any Material Contract is in breach of the terms, provisions or conditions of such Material Contract, except for such breaches, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies.

          (b) A copy of each Contract entered into between any Acquired Company and any of the parties to any Acquisition Agreement after the date of the closing under the applicable Acquisition Agreement, and any Contract currently being negotiated and proposed to be entered into among such parties, is listed on Section 3.12(b) of the Acquired Company Disclosure Schedule and true and correct copies of each such Contract (or the current version of each such Contract currently being negotiated), has been made available to the General Partner and Buyer.

          (c) No Acquired Company has received any claim for indemnification from any party (other than an Acquired Company) under any Acquisition Agreement, and Section 3.12(c) of the Acquired Company Disclosure Schedule sets forth a list of (i) all claims for indemnification made by any Acquired