**Exhibit10.2****EXECUTION VERSION****AGREEMENT OF SALE**     THIS AGREEMENT OF SALE (the “**Agreement**”) is made by and between **CNX GAS COMPANY LLC**, aVirginia limited liability company with an address of 5 Penn Center West, Suite 401, Pittsburgh, PA15276-0102 (“**Purchaser**”), and **CONSOLIDATION COAL COMPANY**, a Delaware corporation with anaddress of 1800 Washington Road, Pittsburgh, PA 15241 (“**Seller**”).     WHEREAS, Seller is the owner of certain tracts of coal located in Greene County, Pennsylvania,Monongalia County, West Virginia, and Muhlenberg, McLean and Ohio Counties, Kentucky, and morefully described below; and     WHEREAS, Purchaser desires to acquire such tracts of coal pursuant to the terms and conditionsset forth herein; and     WHEREAS, Seller is willing to convey such tracts of coal to Purchaser pursuant to the termsand conditions set forth herein.     NOW, THEREFORE, in consideration of the foregoing and such other good and valuableconsideration described herein, the Purchaser and the Seller hereby agree as follows:**W I T N E S S E T H:**     1. **The Coal Reserves****.**Subject to the terms and conditions herein, Purchaser agrees tobuy from Seller and Seller agrees to sell to Purchaser all of Seller’s right, title and interest,in and to the following tracts of coal and rights:          1.1 The Pittsburgh coal seam, which seam of coal is reserves and resources, in certain realestate located in Greene County, Pennsylvania, and Monongalia County, West Virginia:          (a) the Southern Reserve Block (“**Pittsburgh Seam South Reserves**”), moreparticularly depicted on **Exhibit A – Map**, and more particularly described on**Exhibit A-1 – List of Coal Properties**, each attached hereto and made a part hereof; and          (b) the Northern Reserve Block (“**Pittsburgh Seam North Reserves**”), moreparticularly depicted on **Exhibit A – Map**, and more particularly described on**Exhibit A-1 – List of Coal Properties**, each attached hereto and made a part hereof.          1.2 All seams of coal, which seams of coal are reserves and resources, in certain real estatelocated in Muhlenberg, McLean and Ohio Counties, Kentucky:
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          (a) the No. 9 coal seam (“**No. 9 Seam**”), more particularly depicted on**Exhibit B – Map**, and more particularly described on **Exhibit B-1 – List of CoalProperties**, each attached hereto and made a part hereof; and          (b) All coal seams other than the No. 9 Seam (“**Non-9 Seams**”), more particularlydepicted on **Exhibit B – Map**, and more particularly described on**Exhibit B-1 –List of Coal Properties**, each attached hereto and made a part hereof.          All such Non-9 Seams, together with the Pittsburgh Seam South Reserves, Pittsburgh Seam NorthReserves and No. 9 Seam, collectively, the “**Coal Reserves**”).          1.3 All mining rights now held by Seller (excluding surface access and use rights which arecovered in the following sentence and in Section 11 below) and all subsidence rights now held bySeller relating to the Coal Reserves. All such subsidence rights, together with all such miningrights, collectively the “**Coal Mining Rights**”, and together with the Coal Reserves arecollectively referred to as the “**Property**.” Provided, however, that the Coal Mining Rightsshall not include the right to use the surface tracts currently owned by Seller in Greene County,Pennsylvania, and Monongalia County, West Virginia, other than the portion of the surface tractsoverlying the Coal Reserves listed on **Exhibit E**, for any purpose, express or implied,including, but not limited to, no right to dump or dispose of coal mining or coal processing wasteor refuse thereon.          1.4 Seller shall deliver to Purchaser copies of all data (including drill hole and core holedata), information (including all title information, abstracts and the like), maps (including taxmaps and tract maps) in Seller’s possession relating to the Coal Reserves. In the event thisAgreement terminates for any reason, Purchaser shall immediately return to Seller all informationdelivered by Seller or Seller’s agent(s), to Purchaser or Purchaser’s agent(s). The foregoingprovision shall survive termination of this Agreement.          1.5 The parties hereto agree and acknowledge that (i) pursuant to that certain Master Leasedated August 1, 2005 by and among CONSOL Energy Inc. and each of its subsidiaries described thereinand Purchaser (the “**Master Lease**”), Seller granted rights to Purchaser to test, explore,drill for, operate, produce, gather, process, transport, store, market and sell oil and natural gasand coalbed methane, in and underlying a portion of the Property located in Kentucky together withother rights and subject to obligations as set forth in the Master Lease and in unrecordeddocuments referenced in the Master Lease, including, without limitation, that certain MasterCooperation and Safety Agreement dated as of August 1, 2005 by and among CONSOL Energy Inc. andeach of its subsidiaries described therein and CNX Gas Corporation and each of its subsidiariesdescribed therein (including Purchaser) (the “**Master Cooperation Agreement**”); and (ii)pursuant to those certain Deeds and Assignments, dated July 21, 2005, by and among CONSOL EnergyInc. and each of its subsidiaries and CNX Gas Corporation and each of its subsidiaries (includingPurchaser), a copy of which is recorded at Record Book 328, page 678 of the Recorder of DeedsOffice of Greene County, Pennsylvania and at Record Book 1300, page 1 of the Recorder of DeedsOffice of Monongalia County, West Virginia (the “**Master Deeds**”), Seller granted rights toPurchaser to test, explore, drill for, operate, produce, gather, process, transport, store, marketand sell oil and natural gas and coalbed methane, in and underlying the Property located inPennsylvania and West Virginia, together with other rights
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and subject to obligations as set forth in the Master Deeds and in unrecorded documentsreferenced in the Master Deeds, including, without limitation, the Master Cooperation Agreement.          2**.****Purchase Price****.**Purchaser shall pay to Seller for the Property the sum ofForty-Five Million and 00/100 Dollars ($45,000,000.00) (the “**Cash Price**”) as allocatedbelow, plus a deferred payment on the Pittsburgh Seam North Reserves and the Non-9 Seams payable asfollows:          2.1 At the Closing, as hereinafter defined, Purchaser shall pay Seller the Cash Price inimmediately available funds, subject to the adjustments and prorations as hereinafter provided.          2.2 Purchaser shall pay to Seller and Seller retains and reserves a right to receive deferredpayment on the Pittsburgh Seam North Reserves until all mineable and merchantable coal isexhausted, payable as mined and sold in accordance with Section 2.5 below, equal to $1.00 per netton of 2000 pounds (“**Ton**”) plus 8% of the Gross Sales Price, as defined in Section 2.7below, for each Ton of coal sold from the Pittsburgh Seam North Reserves (the “**Pittsburgh SeamNorth****Deferred Payment**”); provided, however, that if, upon the thirty-fifth (35th)anniversary of the Closing (the “**Thirty Fifth Anniversary**”), Seller has not receivedPittsburgh Seam North Deferred Payments aggregating to at least $36,000,000, Purchaser, itssuccessors and assigns, shall pay to Seller on the Thirty Fifth Anniversary, the difference between$36,000,000 and the aggregate amount of Pittsburgh Seam North Deferred Payments paid to Seller asof the Thirty Fifth Anniversary.          2.3 Purchaser shall pay to Seller and Seller retains and reserves the right to a deferredpayment on the Non-9 Seam until all mineable and merchantable coal is exhausted, payable as minedand sold in accordance with Section 2.5 below, equal to 6.5% of the Gross Sales Price for each Tonof coal sold from the Non-9 Seams (the “**Non-9 Seams Deferred Payment**” and, together withthe Pittsburgh Seam North Deferred Payment, collectively the “**Deferred Payments**”).          2.4 The Cash Price shall be allocated as follows: (a) Pittsburgh Seam North Reserves — $14,000,000.00;  (b) Pittsburgh Seam South Reserves — $25,000,000.00; and  (c) No. 9 Seam — $6,000,000.00.          2.5 The Deferred Payments shall be due and payable to Seller, on or before the 25th day ofeach calendar month, for all Pittsburgh Seam North Reserves and Non-9 Seams coal (the “**SubjectCoal**”) sold by Purchaser or any entity mining the Subject Coal, during the preceding calendarmonth. Deferred Payments shall be tendered and paid to Seller at P.O. Box 641684, Pittsburgh,Pennsylvania 15264-1684, or such other address specified by Seller. Deferred Payments may, at theelection of Seller, be made by electronic or wire transfer pursuant to wire transfer instructionsprovided by Seller to Purchaser from time to time.
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          2.6 At the same time that Purchaser tenders Deferred Payments to Seller for a given month,Purchaser shall furnish, or cause to be furnished, to Seller a written report (the “**MonthlyProduction Report**”) showing the number of raw Tons of Subject Coal mined. The MonthlyProduction Report (i) shall be delivered to Seller on or before the 25th day of each calendar monthfor tonnage of Subject Coal mined and sold during the immediately preceding calendar month, (ii)shall be certified as correct by an officer or managing member of Purchaser and the entity miningthe Subject Coal, (iii) shall be subject to reasonable audit by Seller from time to time, and (iv)shall be accompanied by payment of all payments, sums and Deferred Payments due to Seller. Nolater than November 30th of each calendar year, Purchaser shall provide Seller with a writtenreport of Purchaser’s annual estimate of the tonnage of Subject Coal projected to be mined duringthe following calendar year (the “**Annual Estimate**”). The Annual Estimate and the MonthlyProduction Reports shall be sent to CNX Land Resources, Inc., Supervisor Leased Mineral Resources,at 1800 Washington Road, Pittsburgh, Pennsylvania 15241-1405 or such other address as Seller, itssuccessors and assigns may specify to Purchaser, its successors or assigns. Purchaser and itssuccessors and assigns shall keep a true and correct record for three (3) years after the SubjectCoal has been removed and sold (the “**Audit Period**”) relating to the mining, shipping andselling of all Subject Coal and shall permit Seller or Seller’s agents at reasonable times toexamine and make copies of such records, including all books of account, records of all analyses(including with respect to the Btu, ash, sulfur and moisture content of the Subject Coal), allweight slips, sales contracts, invoices sent to third-party purchasers, shipping records, allmining plans, all projections, all prints, all surveys, all maps and all other relevant documents,records and instruments (an “**Audit**”), during the Audit Period. If Seller determines thatthe amount of the Deferred Payment has been underreported, Purchaser shall, upon demand, promptlypay Seller the amount of the underreported Deferred Payment, together with all costs and expensesof Seller in performing the Audit.          2.7. “**Gross Sales Price**,” as used in this Agreement, shall mean the price for SubjectCoal sold in an arm’s length *bona fide*transaction to a customer not affiliated with Purchaserduring the preceding calendar month. If Seller gives notice to Purchaser in writing that, inSeller’s reasonable judgment, a particular purchaser is not a *bona fide*purchaser of Subject Coaland Purchaser is unable to prove that the sale is *bona fide*, Seller may elect to substitute for theGross Sales Price reported by Purchaser the prevailing market price of such Subject Coal, F.O.B.mine, based upon recent sales by Purchaser of Subject Coal of comparable quality to *bona fide*purchasers. For any Subject Coal consumed on or off the premises without sale by Purchaser, theGross Sales Price for the purpose of computing the Deferred Payment shall be the prevailing marketprice, F.O.B. mine, as described above, of such Subject Coal at the time of shipment from theProperty, or, if used on the Property, at the time of use.          2.8. The provisions of this Section 2 shall survive the Closing (as hereinafter defined) andthe provisions of Sections 2.6 and 2.7shall be included in the Deeds, as covenants running with theland.     3. **Deed****.**Concurrently with the payment in full of the Cash Price and the satisfactionof all conditions, the Property shall be conveyed to Purchaser by limited warranty deeds (each a“**Deed**”, and collectively the “**Deeds**”), subject to the Permitted Exceptions (ashereinafter defined) in the form of **Exhibit C-1** for the portion of the Property located inGreene County, Pennsylvania, and in Monongalia, West Virginia, and **Exhibit C-2** for theportion of the
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Property located in Muhlenberg, McLean and Ohio Counties, Kentucky, attached hereto and made apart hereof.     4. **Title Matters; Property Conditions; No Representations****.**          4.1 Purchaser accepts title to the Property subject to: (a) all liens for real estate, advalorem or other taxes, assessments and governmental charges, whether general or special, not yetdue and payable (and agrees to be solely responsible for payment of all unmined mineral taxesassessed on the Coal Reserves for calendar year 2007), (b) zoning laws, building and userestrictions, codes and ordinances of any governmental authority, (c) any encumbrances, othermatters of record, easements, rights-of-way, servitudes, permits, roadways, estates, covenants,conditions, exceptions, reservations, restrictions, disputes, closure errors, and prior grants,including, without limitation, grants or reservations of coal, oil, gas or other minerals andrestrictions, apparent on the Property or shown by instruments known to Purchaser or of record, (d)all matters that an accurate and complete map or survey, inspection and/or title examination wouldreveal, (e) the state of compliance or non-compliance of the Property with any laws, codes,ordinances, rules, regulations or private restrictive covenants applicable to or affecting theProperty, (f) water, sewage, gas, electric, telephone and cable lines and other utilities, if any,affecting the Property, (g) any prior conveyance and any leases, licenses, operating agreements andother contracts and agreements relating to the right or privilege of exploring and drilling for,operation, producing, marketing and/or selling coalbed methane, coal mine methane or coal gobmethane gas and all associated and appurtenant rights, easements and operating assets or of oil andnatural gas, including pursuant to any prior deeds in favor of Purchaser and that certain MasterLease and Master Deeds, (h) the unrecorded Master Cooperation Agreement referenced in the MasterLease and Master Deeds, (i) any prior conveyance or reservation, and any leases, licenses,operating agreements and other contracts and agreements with any third party (including, but notlimited to, any right of first refusal) pursuant to which such third party has title to, or a *bonafide*property right in and to, the surface estate overlying the Coal Reserves, including withoutlimitation any rights against or restricting subsidence, and (j) any exceptions set forth in theDeeds attached hereto (collectively, the “**Permitted Exceptions**”).          4.2 **NEITHER SELLER NOR ANY OF SELLER’S EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES,AGENTS, ATTORNEYS, AFFILIATES (EXCLUDING PURCHASER, ITS SUCCESSORS AND ASSIGNS), ACCOUNTANTS,CONSULTANTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY REFERRED TO AS “****SELLER PARTIES****,” AND EACHA “****SELLER PARTY****) MAKES (OR HAS MADE) AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES ORGUARANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, ORAL ORWRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PHYSICAL OPERATING, REGULATORY COMPLIANCE,SAFETY OR ENVIRONMENTAL, GEOLOGICAL OR ENGINEERING CONDITION, , COMPLIANCE WITH CODES, ORDINANCESOR LAWS, STATUS OR ABSENCE OF LITIGATION OR REGULATORY ACTION, THE QUANTITY, QUALITY ORRECOVERABILITY OF THE COAL RESERVES, ACCESS TO OR MINEABILITY OF COAL IN OR UNDER THE COALRESERVES, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR, EXCEPT FOR THELIMITED WARRANTY AS EXPRESSLY SET**
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**FORTH IN THE DEEDS, AS TO THE TITLE OR OWNERSHIP, OR ANY OTHER ASPECT OF THE PROPERTY(COLLECTIVELY, THE “****PROPERTY CONDITIONS****”).**          4.3 Purchaser acknowledges that any information or reports, whether written or oral,pertaining to the Property or the Property Conditions, which have been or may have been furnishedto Purchaser were furnished as an accommodation to Purchaser at its request, and neither Seller norany Seller Parties has verified the accuracy of any statements or other information thereincontained or qualifications of the persons preparing such information, and they do not warrant theaccuracy, completeness or content of any information contained therein in any way. Purchaser, foritself and its successors and assigns, specifically releases Seller and any Seller Parties from allclaims, demands, causes of action (whether at law or equity), judgments, losses, damages,liabilities, liens, obligations, interest, penalties, taxes, costs, expenses and fees (including,without limitation, attorneys’ consultants’ and experts’ fees, whether suit is instituted or not),assessments, fines, forfeitures, of whatever kind or nature, whether known or unknown, liquidatedor contingent, asserted (collectively, the “**Claims**”) against or incurred by Purchaser orits successors and assigns by reason of the information furnished or obtained by Purchaser.          4.4 EXCEPT AS SET FORTH IN THE DEEDS WITH RESPECT TO SELLER’S SPECIAL WARRANTY, PURCHASERACKNOWLEDGES THAT THE PROPERTY IS BEING SOLD AND ACCEPTED “AS IS” AND “WITH ALL FAULTS” IN ITSPRESENT CONDITION, WITHOUT ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) OF ANY KIND ORNATURE, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE WITH REGARD TO (A) THE PROPERTY CONDITIONS; (B)MINEABILITY, WASHABILITY, VOLUME, LOCATION, OR QUANTITY OR QUALITY, ACCESS TO OR RECOVERABILITY OFCOAL IN, ON OR UNDER THE PROPERTY; C) THE ACCURACY, COMPLETENESS, CONTENT OR MATERIALITY OF ANYDATA, INFORMATION, RECORDS FURNISHED TO PURCHASER IN CONNECTION WITH THIS AGREEMENT, OR (D) AS TOTITLE OR OWNERSHIP. PURCHASER ACKNOWLEDGES THAT IT HAS MADE SUCH INVESTIGATION AND DUE DILIGENCEOF THE CONDITION OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR ADVISABLE TO CONSUMMATE THETRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IN ANY AGREEMENT PURCHASER HAS WITH ANY THIRDPARTY, AND PURCHASER IS RELYING SOLELY UPON ITS OWN INVESTIGATION OF SUCH PROPERTY CONDITIONS ANDNOT UPON ANY STATEMENT OR OPINION BY SELLER OR ANY SELLER PARTIES.          4.5 Disclaimers. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LEGALREQUIREMENTS TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED HEREIN ARE “CONSPICUOUS”DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LEGAL REQUIREMENT, RULE OR ORDER.          4.6 The provisions of this Section 4 shall survive the Closing or termination of thisAgreement.
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     5. **Permits****.**Seller agrees to use commercially reasonable efforts to cooperate, asreasonably requested by Purchaser in connection with Purchaser’s efforts to obtain permits,certificates and licenses related to the Property; provided, however, that Seller shall not berequired or obligated to incur any cost or expense in connection therewith. Purchaser agrees touse commercially reasonable efforts to cooperate, as reasonably requested by Seller in connectionwith Seller’s efforts to amend its permits relating to the Pittsburgh Seam North Reserves. Sellershall pay for the cost of such amendments but in the event the Property is not conveyed toPurchaser, Purchaser agrees to reimburse Seller for all costs it incurs in connection with theamendment of such permits. Notwithstanding the foregoing, Purchaser’s inability to obtain or amendpermits shall not affect or diminish its obligations under this Agreement. The provisions of thisSection 5 shall survive the Closing.     6. **Closing Date****.**The closing of the transactions and deliveries contemplated herein(the “**Closing**”) shall take place at Seller’s headquarters or such other location as theparties may agree on, on June 19, 2007 (the “**Closing Date”**).     7. **Indemnity****.**To the fullest extent permitted by law, Purchaser, its affiliates,successors and assigns and each of their respective affiliates, successors and assigns shallindemnify, defend and hold harmless Seller and Seller Parties (Seller and Seller Parties arecollectively referred to as the “**Indemnitee(s)**”) from and against any Claims directly orindirectly arising out of or related to the ownership or use of the Property, including, but notlimited to, any personal or bodily injury, sickness, disease, death, damage, destruction to or lossof property of any kind (including Claims related to environmental contamination) caused by,alleged to be caused by or related to (a) any breach by Purchaser or Purchaser’s affiliates,successors and assigns of any term, condition or obligation under this Agreement or of any existingpermits for the Pittsburgh Seam North Reserves or which precludes the release of any Seller bondsfor the Pittsburgh Seam North Reserves; and/or (b) Purchaser’s or Purchaser’s successors andassigns efforts or actions to amend, retain or obtain any permit, certificate or license, orSeller’s efforts to amend or transfer any permits or bonds, in connection with the transfer of theProperty or any part thereof; and/or (c) any matters arising from the failure to amend certainpermits or bonds of Seller to exclude the Coal Reserves and Property prior to Closing includingthe costs associated with the transfer or attempted transfer of the permits in the event theProperty is not conveyed. The rights in this Section shall be in addition to any other rightsIndemnitees may have under applicable laws and shall not be construed to negate or abridge orotherwise reduce any other right or remedy, which would otherwise exist to any Indemnitee. Therights and obligations of indemnity and liability under this Section 7 shall survive thetermination of this Agreement and/or the delivery of the Deeds to Purchaser. Indemnitor shallhonor its indemnity obligations by counsel selected by Indemnitor, subject to Indemnitees approval.     8. **Default****.**          8.1 If either party defaults in the performance of any of its obligations pursuant to thisAgreement and Closing fails to occur by reason thereof, the non-defaulting party, subject toSection 8.2 hereof, may, in addition to all remedies at law, equity or otherwise, seek specificperformance.
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          8.2 Notwithstanding the foregoing, in no event shall either Purchaser or Seller be entitled torecover consequential, special, or punitive damages from the other relating to this Agreement orthe Property.     9. **Closing****.**          9.1 At Closing, Seller will deliver or cause to be delivered to Purchaser the following:          (a) Deeds for the Property, in recordable form, duly executed and notarized by Seller;          (b) Settlement Statement;          (c) Seller shall deliver, in recordable form, a fully executed and notarized release ofany mortgage on the Property held by PNC Bank or any other holder (“**MortgageRelease**”);          (d) A fully executed copy of the letter between Seller and the United Mine Workers ofAmerica (the “**UMWA Letter**”) relating to the transfer of certain “DelineatedReserves”, as described in such letter (the “**Delineated Reserves**”), to Purchaser, inform and substance satisfactory to Seller and in form and substance reasonably satisfactoryto Purchaser;          (e) A certified resolution or other evidence of Seller, in form and substancereasonably satisfactory to Purchaser, certifying that the Seller had and/or has (as the casemay be) the legal power, right and authority to make, execute and deliver this Agreement andthe Deeds and to consummate the sale of the Property, and an incumbency certificate of theduly authorized officers of the Seller; and          (f) All transfer declarations or similar documentation required by law, if any; and          (g) Except as to Seller’s geological records relating to the Coal Reserves, which shallbe delivered thirty (30) days following the Closing, originals (if Seller possessesoriginals) or copies of all property and lease records, maps, title opinions, abstracts,surveys, coal reserve reports, core hole logs and data, royalty records, correspondence andother written records and documents of every kind and nature (the “**Records**”)relating specifically to the Coal Reserves of Seller, such delivery to take place at alocation to be agreed upon by Seller and Purchaser if physical delivery at the place ofClosing is impractical.     Failure to deliver items 9.1(c) and (d) above after expending commercially reasonable effortsshall not be a Seller’s default hereunder.          9.2 At Closing, Purchaser will deliver or cause to be delivered to Seller thefollowing:
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          (a) Settlement Statement;          (b) Cash Price, subject to the adjustments and prorations as herein provided;          (c) Fully executed copy of the letter delivered by Eastern Associated Coal, LLC to theUnited Mineworkers of America relating to the transfer of the Delineated Reserves toPurchaser (the “**EAC Letter**”), in form and substance satisfactory to Seller;          (d) A certified resolution or other evidence of Purchaser, in form and substancereasonably satisfactory to Seller, certifying that Purchaser had and/or has (as the case maybe) the legal power, right and authority to make, execute and deliver this Agreement and toconsummate the purchase of the Property and incumbency certificate of the duly authorizedofficers of Purchaser;          (e) An assumption by Purchaser of all obligations of any agreements required underSection 15; and          (f) all transfer declarations or similar documentation required by law, if any.     10. **Expenses****.**The following expenses shall be paid by the parties at Closing (unlessotherwise specified) as follows:          10.1 Taxes and assessments, both general and special, shall be prorated as of the Closing Datebased on the last available tax duplicate and in accordance with usual and customary practiceswhere the Coal Reserves are located;          10.2 All transfer taxes and conveyance fees required to be paid in connection with theconveyance and transfer of the Deeds shall be shared equally between Purchaser and Seller;          10.3 Cost of the Purchaser’s title examination and due diligence, and Deed recording, shall bepaid by Purchaser; and          10.4 Except as otherwise provided herein, each party shall pay for its own Closing expenses.     11. **Surface Access and Use****.**From time to time, after Closing but terminating on thefifth (5th) anniversary of the Closing, Seller will negotiate in good faith to enter into anon-exclusive surface use agreement substantially in the form of **Exhibit D**, attachedhereto, with Purchaser (and its successor and assigns to the extent any such successor or assignowns any of the Pittsburgh Seam North Reserves, appurtenant Coal Mining Rights, oil, gas, coalbedmethane, gob gas and coal mine methane associated with the Pittsburgh Seam North Reserves orotherwise conveyed to Eastern Associated Coal, LLC by CNX Gas Company LLC) on a site-specific basisand on terms to be mutually agreed upon which gives Purchaser, its successors and assigns (asdescribed above), rights to use certain surface property that Seller owns or leases over the Coal
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Reserves more particularly described on **Exhibit E**, subject to third party rights,leases or other limitations applicable to the use of such surface property. Prior to entering intosite-specific surface access and use agreements with Purchaser, or its successor or assign (asdescribed above), Seller shall have the unfettered right to sell, lease or convey, from time totime, any surface property. The provisions of this Section 11 shall survive the delivery of theDeed to Purchaser.     12. **Labor Obligations****.**It shall be a condition precedent to the effectiveness of thisAgreement that the United Mine Workers of America shall have consented to the transfer of theDelineated Reserves from Seller to Purchaser, and copies of the fully executed UMWA Letter and thefully executed EAC Letter shall have been delivered to Purchaser and Seller on or before Closing.     13. **Notices****.**All notices shall be in writing and shall be sent by personal delivery,facsimile followed by confirmation receipt, or a nationally-recognized overnight courier deliveryservice providing a receipt for delivery, addressed to the party at the addresses set forth above,or to such other address which Seller or Purchaser shall have given notice of to the other. Allsuch notices shall be deemed to have been sufficiently given on the date of delivery, if sent bypersonal delivery, facsimile, or overnight courier.     14. **Brokers****.**Seller and Purchaser each represent and warrant to the other that nobrokerage commission is payable to any person or entity in connection with the transactioncontemplated hereby. Each party agrees to and does hereby indemnify and hold the other harmlessagainst the payment of any commission to any person or entity claiming by, through or under Selleror Purchaser, as applicable. This Section 14 shall survive any Closing or any termination of thisAgreement.     15. **Survival****.**None of the terms, conditions, covenants, representations andwarranties herein shall survive the Closing, except for those set forth in Sections 2 (2.1-2.8)[Purchase Price], 4(4.1-4.6), 5[Permits], 7[Indemnity], 11[Surface Access and Use], 14[Brokers],17[Successors and Assigns], and 24[Further Assurances] which shall survive delivery of the Deedsindefinitely and shall bind all successors and assigns of Purchaser. With respect to the foregoingSections, Purchaser agrees to execute separate agreements to evidence the indemnities andobligations which survive Closing, which agreements, indemnities and obligations Purchaser shallcause its successors and assigns to assume in writing prior to any transfer or assignment. Exceptas noted above, Closing hereunder shall automatically constitute a merger of, and shall irrefutablyevidence full satisfaction of, Seller’s obligations under this Agreement.     16. **Representations and Warranties**.  16.1 Seller’s Representations and Warranties. Seller hereby represents and warrantsas follows:          (a) Power. Seller has the legal power, right and authority to enter into thisAgreement and the instruments referenced herein and to consummate the transactions contemplatedhereby.
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          (b) Requisite Action. All requisite action (corporate, trust, partnership orotherwise) has been taken by Seller in connection with entering into this Agreement and theinstruments referenced herein and the consummation of the transactions contemplated hereby. Noconsent of any partner, shareholder, member, creditor, investor, judicial or administrative body,authority or other party is required which has not been obtained to permit Seller to enter intothis Agreement and consummate the transaction contemplated hereby.          (c) Authority. The individuals executing this Agreement and the instrumentsreferenced herein on behalf of Seller have the legal power, right and actual authority to bindSeller to the terms and conditions hereof and thereof.          (d) Validity. This Agreement and all documents required hereby to be executed bySeller are and shall be valid, legally binding obligations of and enforceable against Seller inaccordance with their terms.          16.2 Purchaser’s Representations and Warranties. Purchaser hereby represents andwarrants as follows:     (a) Power. Purchaser has the legal power, right and authority to enter into thisAgreement and the instruments referenced herein and to consummate the transactions contemplatedhereby.     (b) Requisite Action. All requisite action (corporate, trust, partnership orotherwise) has been taken by Purchaser in connection with entering into this Agreement and theinstruments referenced herein and the consummation of the transactions contemplated hereby. Noconsent of any partner, shareholder, member, creditor, investor, judicial or administrative body,authority or other party is required which has not been obtained or shall not be obtained prior tothe Closing to permit Purchaser to enter into this Agreement and consummate the transactioncontemplated hereby.     (c) Authority. The individuals executing this Agreement and the instrumentsreferenced herein on behalf of Purchaser have the legal power, right and actual authority to bindPurchaser to the terms and conditions hereof and thereof.     (d) Validity. This Agreement and all documents required hereby to be executed byPurchaser are and shall be valid, legally binding obligations of and enforceable against Purchaserin accordance with their terms.     17. **Successors and Assigns****.**This Agreement shall be binding upon, and inure to thebenefit of, Seller and Purchaser and their respective successors and assigns; provided, however, noassignment shall release any assignor from any and all obligations and liabilities under thisAgreement without the express written consent of the other party which may be withheld in thatparty’s sole discretion.     18. **Counterparts****.**This Agreement may be executed in one or more counterparts, each ofwhich shall be an original, but all of which, taken together, shall constitute one and the sameinstrument.
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     19. **Waivers****.**The failure or delay of any party at any time to require performance bythe other party of any provision of this Agreement, shall not affect the right of such party torequire performance of that provision or to exercise any right, power or remedy hereunder.     20. **Severability****.**If any part of this Agreement or any other agreement entered intopursuant hereto is prohibited by or deemed invalid under applicable law, such provision shall beinapplicable and deemed omitted to the extent prohibited or invalid, but the remainder hereof shallnot be invalidated thereby and shall be given full force and effect so far as possible.     21. **Entire Agreement****.**This Agreement and all exhibits are the entire understandingbetween the parties with respect to the transactions contemplated herein and all prior orcontemporaneous agreements and representations, oral or written, are merged into this Agreement.     22. **Amendments****.**None of the provisions hereof may be waived, amended, discharged orterminated except by an instrument in writing signed by the party against which the enforcement ofsuch waiver, amendment, discharge or termination is sought, and then only to the extent set forthin such instrument.     23. **No Third-Party Beneficiary****.**Nothing contained herein is intended or shall bedeemed to create or confer any rights upon any third person not a party hereto, whether as athird-party beneficiary or otherwise, nor shall anything herein be construed to create anyrelationship or partnership, agency, joint venture or the like between Seller and Purchaser.     24. **Recording****.**This Agreement shall not be recorded.     25. **Further Assurances****.**The parties shall execute and deliver any and all furtheragreements, documents or instruments and take any and all action that either party may deemreasonably necessary to carry out the intentions of the parties under this Agreement and thetransfer of the Coal Reserves in accordance with the terms of this Agreement. Purchaser shallprovide Seller, it successors and assigns, access to any records delivered under this Agreement toPurchaser in order for Seller to defend or pursue any and all claims, demands, suits, proceedings,judgments, losses, liabilities, wages, damages, costs and expenses of every kind and nature againstor of Seller. It is understood and agreed that all interests in real property or rights withrespect thereto which are owned or controlled by Seller or any of Seller’s affiliates within theboundaries of the Coal Reserves (other than surface access and use rights which are coveredseparately in Section 11 of this Agreement) are included in the Property, whether or not same havebeen specifically identified on any Exhibit hereto; provided, however, that in the event that anysuch interests in real property or rights with respect thereto which are owned or controlled bySeller or any of Seller’s affiliates within the boundaries of the Coal Reserves (other than surfaceaccess and use rights which are covered separately in Section 11 of this Agreement) are notspecifically identified on any Exhibit hereto, Seller will transfer, convey, assign and deliversame, or cause Seller’s affiliate(s) to transfer, convey, assign and deliver same, to Purchaser inaccordance with the terms and provisions of this Agreement, in discharge of Seller’s obligationshereunder and without further payment. The provisions of this Section 24 shall survive Closing.
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     26. **Governing Law****.**This Agreement shall be deemed to be a contract made under the lawof the Commonwealth of Pennsylvania and for all purposes shall be governed by and interpreted inaccordance with the laws of the Commonwealth of Pennsylvania.     27. **Waiver of Trial by Jury****.**Seller and Purchaser, to the extent they may legally doso, hereby expressly waive any right to trial by jury of any claim, demand, action, cause ofaction, or proceeding arising under or with respect to this Agreement, or in any way connectedwith, or related to, or incidental to, the dealings of the parties hereto with respect to thisAgreement or the transactions related hereto or thereto, in each case whether now existing orhereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To theextent they may legally do so, Seller and Purchaser hereby agree that any such claim, demand,action, cause of action, or proceeding shall be decided by a court trial without a jury and thatany party hereto may file an original counterpart or a copy of this Section with any court aswritten evidence of the consent of the other party or parties hereto to waiver of its or theirright to trial by jury.     28. **Waiver and Release of ERC Rights****.**Seller hereby waives and releases to Buyer allof Seller’s rights to claim any emission reduction credits or other tax credits (collectively,“**ERCs**”) associated with the oil, gas, coalbed methane, gob gas and coal mine methaneassociated with the Coal Reserves and retained by Seller and/or its affiliates pursuant to theMaster Cooperation Agreement, Master Lease and/or Master Deeds. Seller further covenants andagrees to execute and deliver, and use commercially reasonable efforts to cause its relevantaffiliates to execute and deliver, a mutually agreeable letter agreement among Buyer, Seller andSeller’s relevant affiliates memorializing Seller’s and its relevant affiliates’ waiver and releaseof their respective rights to the foregoing ERCs. For the avoidance of doubt, Seller acknowledgesand agrees that there shall be no additional compensation to be paid to Seller or any of itsrelevant affiliates by Buyer for such waiver and release.     29. **Rule Against Perpetuities.** If a court of competent jurisdiction shall hold thatthe Rule Against Perpetuities or any similar legal requirement applies to any transfer of aninterest contemplated herein, any right to receive, and obligation to make, such transfer shallterminate on the last day of the period allowed for vesting under such rule or other legalrequirement, such that the transfer shall thereby be deemed valid under the rule or legalrequirement.[SIGNATURES ON FOLLOWING PAGE][REMAINDER OF PAGE INENTIONALLY LEFT BLANK]
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[Signature page to Agreement of Sale between CNX GAS COMPANY LLC and