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Exhibit
10.6
 Final Draft
 FORM OIL AND GAS DEED, ASSIGNMENT, ASSUMPTION AND BILL OF SALE
 FOR
 CONVEYANCE OF OIL AND GAS (INCLUDING CBM AND CMM) RIGHTS
(INCLUDES LEASES, WELLS AND EQUIPMENT, ASSOCIATED RIGHTS AND BOOKS AND RECORDS)
 FROM
 PEABODY ENTITIES TO CNX GAS COMPANY LLC




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Recording Request by and Return to:
CNX Gas Company LLC
5 Penn Center West, Suite 401
Pittsburgh, Pennsylvania 15276-0102
  OIL AND GAS DEED, ASSIGNMENT, ASSUMPTION AND BILL OF SALE
 Deed Effective Time Peabody Entity (holding oil and gas and CBM/CMM interests in
the county)  Grantor CNX Gas Company LLC Grantee Party Parties
     1




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I. Definitions.
  Applicable Program
 CBM
 CMM
 Contracts Exhibit C
 ERCs
 2




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GIS
 Governmental Authority
 Lands Exhibit A Exhibits A-1 through A-___
 Legal Requirement
 Lien
 3




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Oil and Gas
 Partial Assignment Leases Exhibit C
 Permit
 II. Grant of Subject Property
 [confirm
language on a jurisdiction-by-jurisdiction basis] Subject Property
 Oil and Gas Interests Exhibit A Exhibits [A-1 through A-___] Oil and Gas Interests Exhibits [A-1 through A-  Exhibit A
 Wells and Equipment Wells Exhibit B Exhibit B Equipment
 Other Agreements Other
Agreements Exhibit C
 4




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Associated Rights Associated Rights
   ERC Rights
 5




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Tax Credits
 Books and Records Books and Records
 Insurance Claims
 III. Limitation on Grant of Subject Property
  6




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Affiliates control
 Covenants
 Excluded
Assets Taxes ad valorem
 7




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IV. Grantors Reserved Rights and Subordination
 Reserved Rights Exhibit D Reserved Rights
 Reserved Minerals Exhibit D
      8




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Exhibit D
     Exhibit D
 9




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Subject Property is Subordinate to Reserved Rights
 Exercise of the Parties Rights Exhibit D Exhibit D Exhibit D
 V. Cooperative Development Plans and Operations
 Development Plans Development Plans
 10




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Exhibit D
 Information Sharing
 Reviewable
Data
 Drill Hole Data Request AOI provided however
 11




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Cooperative Development Exhibit D
 Confidentiality Attachment D-1 Exhibit
D Confidentiality Agreement
 VI. Title to Subject Property and Disclaimers
 Conveyance with Limited Warranty Grantors Predecessors Permitted Liens
 12




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Exhibit E
 Grantors Authorization
 13




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Subsequent Conveyances Exhibit A Exhibits A-1 through A-___
 DISCLAIMERS
 14




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VII. Oil and Gas Production
 Exhibit D Exhibit D Exhibit D
 VIII. Surface Rights
 Surface Use
Agreement
 Transfers; Relation to Surface Use Agreements
  15




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IX. Coal Mine Liability
 Coal Mine Conditions
 Coal Mine Ownership
 X. Release of Grantor Liability
  16




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XI. Assessments and Taxes
 Grantees Tax Obligations
 Grantors Tax Obligations
 XII. Liens
  XIII. Assumption and Indemnification
 Definitions
 Assumed Liabilities
   17




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Claims
 Grantee Group
 Grantee Indemnified Parties
 Grantor Group
 Grantor Indemnified Parties
 Assumption by Grantee Exhibit D
 Assumption by Grantor Exhibit D Exhibit
D
 18




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Indemnification by Grantee
     Exhibit
D
 Exhibit D
 Exhibit D
 Indemnification by Grantor
  19




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Exhibit D
   Exhibit D
 Mutual Indemnification Exhibit D Exhibit
D
 No Indemnity for Certain Conduct
 20




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XIV. Miscellaneous
 Deed Interpretation Exhibit D Exhibit D Exhibit D
 Assignment and Conveyance Exhibit D
 Severability
 Headings
 Execution and Counterparts Exhibit A Exhibit B Exhibit A Exhibit B Exhibit A Exhibit
B
 21




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Entire Agreement
 No Waiver
 Incorporation Exhibit D
 Rule Against Perpetuities
  CNX GAS COMPANY LLCBy:Name:Title:[PEABODY ENTITIES]By:Name:Title:
 [notarizations conforming to each state to be added]
 22




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EXHIBIT D
TO
OIL AND GAS DEED, ASSIGNMENT, ASSUMPTION AND BILL OF SALE (DEED)
EFFECTIVE APRIL 1, 2007
BETWEEN
PEABODY ENTITIES (GRANTOR)
AND
CNX GAS COMPANY LLC (GRANTEE)
 Exhibit D Exhibit D Exhibit D Exhibit D
 Cooperative Development Exhibit
D
 Exchange of Information and Preparation of Development Plans Notice of Proposed Operations Exhibit D
 D-1




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Oil and Gas Assets Attachment D-1 Confidentiality Agreement
    D-2




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Exhibit D
 D-3




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Exhibit D
 General Operating Provisions
     D-4




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Specific Provisions Relating to Oil and Gas
     D-5




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Workable Coal Bed
    D-6




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Notice of Subordination Notice of Subordination Subordination
Actions GRANTEE ACKNOWLEDGES
THAT TIME IS OF THE ESSENCE WITH RESPECT TO COMPLETION OF THE SUBORDINATION ACTIONS SET
FORTH IN THE NOTICE OF SUBORDINATION, THAT GRANTOR COULD BE DAMAGED IRREPARABLY IF ANY SUCH
SUBORDINATION ACTIONS ARE NOT PERFORMED IN A TIMELY MANNER AND IN ACCORDANCE WITH GRANTORS
SPECIFIC TERMS, AND THAT THE REMEDIES AT LAW WOULD NOT BE ADEQUATE TO COMPENSATE GRANTOR.
ACCORDINGLY, CONSISTENT WITH THE PROVISIONS OF SECTION II.C., GRANTOR MAY SEEK TO ENFORCE
SPECIFICALLY THE TERMS OF THIS EXHIBIT D IN ADDITION TO ANY OTHER REMEDY TO WHICH
IT MAY BE ENTITLED, AT LAW OR IN EQUITY. GRANTEE HEREBY EXPRESSLY WAIVES ANY DEFENSE THAT A
 D-7




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REMEDY AT LAW OR MONETARY DAMAGES ARE ADEQUATE AND AGREES THAT GRANTOR WILL BE ENTITLED
TO SEEK SPECIFIC PERFORMANCE AND/OR AN INJUNCTION OR INJUNCTIONS TO ENSURE THAT GRANTEE
TIMELY PERFORMS ITS OBLIGATIONS WITH RESPECT TO ALL SUBORDINATION ACTIONS. IN ADDITION TO
ANY SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF, GRANTOR SHALL BE ENTITLED TO RECOVER ALL
REASONABLE ATTORNEYS FEES, EXPERT WITNESS CHARGES, AND ALL OTHER OUT OF POCKET LITIGATION
RELATED COSTS AND EXPENSES INCURRED AS PROVIDED HEREIN, IF GRANTOR IS THE SUBSTANTIALLY
PREVAILING PARTY.
 Grantees Development of Category I Lands
 Category I Land Land Status Maps Category II Land Category I Land
Notification provided however
 D-8




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Strategic Plan
  Exhibit D
 Grantees Development of Category II Lands Engineer
 D-9




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Temporary Suspense Period
   D-10




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The Wall
Street Journal
 PDP Reserves PDP Reserves Guidelines for the Evaluation of Petroleum Reserves and Resources
 provided, however
 provided, however
 D-11




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provided however
 provided however
 D-12




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Attachment D-2 Mine-Through Agreement Mine-Through Area
 D-13




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Licensed Interests Attachment D-3
  Exhibit D
 D-14




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Exhibit D
 Payment to Grantee and Delivery of Transfer Documents
 Dispute Resolution
  Exhibit D
 D-15




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Exhibit
D
 Exhibit D
 Integration Exhibit D Exhibit D
 D-16




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D-17




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D-18




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D-19