PURCHASE AND SALE AGREEMENT

Exhibit 2.1

Execution Copy

PURCHASE AND SALE AGREEMENT

by and between

WESTERN POCAHONTAS PROPERTIES LIMITED PARTNERSHIP,

as Seller

and

NATURAL RESOURCE PARTNERS L.P.

and

WPP LLC,

as Buyer

April 2, 2007

TABLE OF CONTENTS

PURCHASE AND SALE AGREEMENT

      THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) dated as of April 2, 2007 is by and between Western Pocahontas Properties Limited Partnership, a Delaware limited partnership (“ Seller ”), Natural Resource Partners L.P., a Delaware limited partnership (“ Partnership ”), and WPP LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (“ Buyer ”). Seller, the Partnership and Buyer are sometimes referred to collectively herein as the “ Parties ” and individually as a “ Party .”

RECITALS

      WHEREAS , Seller is the owner of the Assets and is required to offer certain of the Assets to Buyer pursuant to the terms and conditions of the Omnibus Agreement; and

      WHEREAS , Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets in exchange for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement and the Deeds.

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

ARTICLE 1
DEFINITIONS AND INTERPRETATIONS

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

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

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

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

          (c) The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. All references in this Agreement to articles, sections or subdivisions hereof shall refer to the corresponding article, section or subdivision of this Agreement unless specific reference is made to such articles, sections, or subdivisions of another document or instrument.

          (d) A reference to any agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced. The words “hereof,” “herein” and “hereunder” and words of similar import when used

in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

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

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

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

ARTICLE 2
PURCHASE AND SALE OF ASSETS

     2.1 Purchase and Sale . Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title and interest in the following (collectively, the “ Assets ”):

          (a) the Mineral Properties;

          (b) the Leases;

          (c) the Records; and

          (d) the Personal Property.

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

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

          (b) Other than any rights related to the surface in connection with the acquisition of the Mineral Properties, any rights to the surface of the real property identified in the Deeds;

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

          (d) The Overriding Royalty.

It is the intention of Seller and Buyer that coal shall be the dominant estate with respect to the Assets and the exercise of coal-bed methane, oil and gas, surface and other rights retained by

Seller shall not unreasonably interfere with the operations relating to the mining, production, treatment, transportation of coal or other use of the Assets by Buyer.

     2.3 Purchase Price . The aggregate purchase price for the Assets shall be (i) the Transaction Units and (ii) the Cash Consideration (the items referred to in clauses (i) and (ii), collectively, the “ Purchase Price ”).

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

     2.5 Effective Time . The transactions contemplated by this Agreement shall be effective for accounting, reporting and financial purposes as of 12:01 a.m. on April 1, 2007 (the “ Effective Time ”).

     2.6 Deliveries at the Closing . At the Closing:

          (a) Seller will:

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

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

               (iii) execute and deliver to Buyer the Bill of Sale in substantially the form of Exhibit D (the “ Bill of Sale ”), transferring to Buyer title to the Records and Personal Property;

               (iv) deliver to Buyer possession of the Assets, including the Records;

               (v) deliver to Buyer the certificate required by Section 8.8 hereof; and

               (vi) deliver to Buyer copies of the Required Consents, which shall be on terms reasonably acceptable to Buyer;

          (b) Buyer will:

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

               (ii) execute and deliver to Seller the Bill of Sale; and

               (iii) deliver the Cash Consideration to Seller by wire transfer in immediately available funds to the account specified in writing by Seller to Buyer; and

          (c) The Partnership will issue to Seller the Transaction Units, which securities shall be evidenced by a certificate duly executed and delivered by or on behalf of the Partnership and bearing the legend set forth in Section 5.3(b)(i).

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

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

          (a)  Organization; Qualification . Seller is a limited partnership duly organized, validly existing, and in good standing under the Laws of the State of Delaware. Seller is duly authorized, qualified and licensed and has all requisite power and authority under all applicable laws, ordinances and orders of public authorities to own, operate and lease its properties and assets and to carry on its business in the places and in the manner currently conducted. Seller is qualified to transact business as a foreign limited partnership and is in good standing in West Virginia.

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

          (c)  Noncontravention . Neither the execution and delivery of this Agreement or any of the other Transaction Documents to which Seller is a party, nor the consummation of the transactions contemplated hereby or thereby by Seller, will, with or without the passage of time or the giving of notice or both (i) violate or conflict with any law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which Seller or any of the Assets of Seller is subject or any provision of Seller’s Organizational Documents, (ii) conflict with, result in a breach of, constitute a default under,

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

          (d)  Consents . Seller is not required to give notice to, make any filing with, or obtain any authorization, consent, or approval of any Person for Seller to execute and deliver this Agreement and the other Transaction Documents to which Seller is a party or to consummate the transactions contemplated hereby or thereby, other than those that have been given, made or obtained as of the date of this Agreement (“ Required Consents ”).

          (e)  Brokers’ Fees . Neither Seller nor any of its Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, including any for which the Partnership, Buyer or their respective Affiliates could become liable or obligated.

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

          (g)  Investor Status .

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

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

               (iii) In connection with the acquisition of the Transaction Units hereunder, Seller has had the opportunity to examine all aspects of the Partnership and its operations and financial condition that Seller has deemed relevant, and has had access to all information with respect to the Partnership and its business in order to make an evaluation thereof. In connection with the acquisition of the Transaction Units, Seller has had the opportunity to ask questions of and receive answers from the officers, employees and representatives of the Partnership concerning the Partnership and to obtain such additional information about the Partnership as Seller deems necessary for an evaluation thereof. The investment decision of Seller to acquire the Transaction Units has been based solely upon the evaluation made by Seller of the Partnership. In evaluating the suitability of an investment in the

Partnership, Seller has not been furnished and has not relied upon any representations or other information (whether oral or written) other than as contained in the representations and warranties of the Partnership and Buyer in this Agreement and information in the instruments referred to in Section 3.1(g)(iv); provided that Seller’s investigation and evaluation shall not affect Seller’s ability to rely on the representations and warranties of the Partnership and Buyer contained herein.

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

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

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

          (h)  Status of Transaction Units; Disposition .

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

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

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

          (a)  Title to the Assets . The Assets are free and clear of all Encumbrances, except for Permitted Encumbrances. The Deeds contain a true and complete listing of all Mineral Properties and Schedule 2.1(b) contains a true and complete listing of all Leases.

          (b)  No Adverse Claims . There are no adverse claims to any of the Assets except for (i) Permitted Encumbrances and (ii) those claims which could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets. There are no eminent domain, zoning or condemnation proceedings pending, or to Seller’s Knowledge, threatened

against any of the Assets except such proceedings that could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets.

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

               (i) There is no dispute or claim concerning any Tax liability with respect to the Assets claimed or raised by any Governmental Authority.

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

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

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

          (e)  Environmental Matters .

               (i) With respect to the Assets, Seller and each lessee of Seller, are in compliance with all applicable federal, state and local Laws (including common law) relating to the protection of the environment as in effect on or before the date of this Agreement, including SMCRA, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. section 9601, et seq. (“ CERCLA ”), the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. section 6901, et seq., the Clean Air Act, as amended, 42 U.S.C. section 7401, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. section 1251, et seq., and the Oil Pollution Act of 1990, 33 U.S.C. section 2701, et seq. and the statutes, regulations, rules and orders of all agencies responsible for supervision and enforcement of environmental and mining laws of West Virginia (collectively, the “ Environmental Laws ” and individually an “ Environmental Law ”), except for such instances of noncompliance that could not reasonably be expected to have a Material Adverse Effect on Seller or the Assets.

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

               (iii) Except as could not be reasonably expected to have a Material Adverse Effect on Seller, (A) there are no pending or, to Seller’s Knowledge, threatened claims,

demands, notices of violation or liability, actions, suits, proceedings, hearings or investigations against Seller with respect to the Assets under any Environmental Laws, and (B) none of the Assets is subject to any outstanding injunction, judgment, order, decree, ruling or charge under any Environmental Laws.

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

          (f)  Leases . The Leases are in full force and effect, and Seller has performed all material obligations required to be performed by it under such Leases and is not in default under any obligation of such Leases. Seller has no Knowledge of any default by any counterparty to any Lease.

          (g)  Compliance with Law . Seller has not conducted active mining operations or other physical operations in the area where the Assets are located. To Seller’s Knowledge, Seller has complied in all material respects with all applicable Laws respecting its ownership of the Assets.

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

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER AND THE PARTNERSHIP

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

          (a)  Organization . Each of Buyer and the Partnership is a limited liability company or limited partnership, as applicable, duly organized, validly existing, and in good standing under the Laws of the State of Delaware.

          (b)  Authorization of Transaction . Each of Buyer and the Partnership has full limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which Buyer or the Partnership, as applicable, is a party and the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action, limited liability company, limited partnership and otherwise, on the part of Buyer and the Partnership, including the Conflicts Committee. This Agreement and all other Transaction Documents required hereunder to be executed and delivered by Buyer or the Partnership, as applicable, have been duly executed and delivered by Buyer or the Partnership, as applicable. This Agreement and the other Transaction Documents to which Buyer or the

Partnership, as applicable, is a party constitute the valid and legally binding obligations of Buyer or the Partnership, as applicable, enforceable against Buyer or the Partnership, as applicable, in accordance with their respective terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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

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

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

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

          (g)  Capital Structure of the Partnership . As of the date of this Agreement, the authorized Equity Interest of the Partnership is as set forth in the Partnership Agreement. At the close of business on February 27, 2007: (i) 25,976,795 Common Units were issued and

outstanding; (ii) 5,676,817 Subordinated Units were issued and outstanding; (iii) 541,956 Class B Units were issued and outstanding; (iv) the General Partner held 2% of the total partnership interest in the Partnership; (v) no Common Units were subject to issuance under outstanding awards, or reserved for issuance pursuant to awards that may be granted, under the Partnership Long-Term Incentive Plan; (vi) no Voting Debt of the Partnership was issued and outstanding; and (vii) the Incentive Distribution Rights were held by the General Partner and the limited partners of the General Partner. Except as expressly set forth in this Agreement, the other Transaction Documents or the Partnership SEC Documents, as of the date of this Agreement, there are outstanding: (A) no Equity Interests or Equity Interest Equivalents, Voting Debt or other voting securities of the Partnership; (B) no securities of the Partnership or any subsidiary of the Partnership convertible into or exchangeable for shares of Equity Interests or Equity Interest Equivalents, Voting Debt or other voting securities of the Partnership or any subsidiary of the Partnership; and (C) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which the Partnership or any subsidiary of the Partnership is a party or by which it is bound in any case obligating the Partnership or any subsidiary of the Partnership to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Equity Interests or Equity Interest Equivalents or any Voting Debt or other voting securities of the Partnership or of any subsidiary of the Partnership or obligating the Partnership or any subsidiary of the Partnership to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

          (h)  SEC Documents . The Partnership has made available to Seller a true and complete copy of each of the Partnership SEC Documents and exhibits to each of the Partnership SEC Documents. The Partnership SEC Documents include all the documents (other than preliminary material) that the Partnership was required to file under the Exchange Act with the SEC since December 31, 2006. As of their respective dates, the Partnership SEC Documents complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to such Partnership SEC Documents, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Partnership included in the Partnership SEC Documents were prepared from the books and records of the Partnership and its subsidiaries, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which is material) the consolidated financial position of the Partnership and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Partnership and its consolidated subsidiaries for the periods presented therein. Notwithstanding the foregoing statements, the Partnership and Buyer shall have no liability hereunder with respect to any current report on Form 8-K that was “furnished” rather than “filed” with the SEC.

          (i)  Transaction Units Validly Issued . The Transaction Units, and the limited partner interests represented thereby, when issued by the Partnership upon delivery of the Assets

to Buyer, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and will be fully paid and nonassessable (except as such non-assessability may be affected by Section 17-607 of the Delaware Limited Partnership Act).

          (j)  Offering . Subject in part to the truth and accuracy of Seller’s representations set forth in Section 3.1(g), Section 3.1(h) and Section 5.3 of this Agreement, the offer, sale and issuance of the Transaction Units contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and the qualification or registration requirements of the Law or other applicable blue sky laws.

          (k)  Litigation . There is no action, suit, or proceeding, pending or Known to be threatened, against or affecting either Buyer or the Partnership in any court or before any arbitrator or before any federal, state, municipal, or other governmental department, commission, board, bureau, agency or instrumentality which (i) in any manner raises any question affecting the validity or enforceability of this Agreement, or (ii) could reasonably be expected to have a Material Adverse Effect on the Partnership.

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

ARTICLE 5
COVENANTS

     5.1 Cooperation and Reasonable Efforts . The Parties agree that from time to time after the Closing Date (a) they will execute and deliver (or cause their respective Affiliates to execute and deliver) such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the other Transaction Documents and (b) they will (or will cause their respective Affiliates to) pay over to or reimburse any other Party for any revenue received, tax paid or refunded or other expense paid or amount received that is properly payable to such other Party based upon the ownership of the Assets at the time such payment, right or obligation accrued or was received. Any such further action described in clause (a) shall be made at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Article 7).

     5.2 Possession and Retention of and Access to the Records . At the Closing, Buyer will take possession of all Records. Buyer agrees (a) to hold the Records and not to destroy or dispose of any portion thereof for a period of five years from the Closing Date or such longer period as may be required by Law, provided that at any time after such period, if it desires to destroy or dispose of such Records, it will first offer in writing at least 60 days before such destruction or disposition to surrender them to Seller and if Seller or its successors and assigns do not accept such offer within 60 days after receipt of such offer, Buyer may take such action, and (b) following the Closing Date, to afford Seller and its successors and assigns and any of their employees, accountants, and counsel, at Seller’s own expense, during normal business hours, upon reasonable request, full access to the Records and to Buyer’s employees; provided that such access will not be construed to require the disclosure of Records that would cause the

waiver of any attorney-client, work product or like privilege; and provided, further, that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law. Nothing herein shall impose any liability upon Buyer or the Partnership in the event of destruction or loss of any Records as a result of casualty.

     5.3 Transaction Units .

          (a) Seller agrees that the Transaction Units shall not be offered for sale, sold, transferred, conveyed, assigned, pledged, hypothecated, exchanged, dividended, distributed or otherwise disposed of unless the offer and sale is registered under the Securities Act and applicable state securities laws or an exemption from such registration is available and complied with, and that, unless so registered, no sale, transfer, conveyance, assignment, pledge, hypothecation, exchange, dividend, distribution or other