EX-10.2



 




Exhibit
10.2




EXECUTION VERSION




AGREEMENT OF SALE




     THIS AGREEMENT OF SALE (the “Agreement”) is made by and between CNX GAS COMPANY LLC, a
Virginia limited liability company with an address of 5 Penn Center West, Suite 401, Pittsburgh, PA
15276-0102 (“Purchaser”), and CONSOLIDATION COAL COMPANY, a Delaware corporation with an
address 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 more
fully described below; and



     WHEREAS, Purchaser desires to acquire such tracts of coal pursuant to the terms and conditions
set forth herein; and



     WHEREAS, Seller is willing to convey such tracts of coal to Purchaser pursuant to the terms
and conditions set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and such other good and valuable
consideration 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 to
buy 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 real
estate located in Greene County, Pennsylvania, and Monongalia County, West Virginia:





          (a) the Southern Reserve Block (“Pittsburgh Seam South Reserves”), more
particularly 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”), more
particularly 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 estate
located 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 Coal
Properties, each attached hereto and made a part hereof; and




          (b) All coal seams other than the No. 9 Seam (“Non-9 Seams”), more particularly
depicted 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 North
Reserves and No. 9 Seam, collectively, the “Coal Reserves”).




          1.3 All mining rights now held by Seller (excluding surface access and use rights which are
covered in the following sentence and in Section 11 below) and all subsidence rights now held by
Seller relating to the Coal Reserves. All such subsidence rights, together with all such mining
rights, collectively the “Coal Mining Rights”, and together with the Coal Reserves are
collectively referred to as the “Property.” Provided, however, that the Coal Mining Rights
shall 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 tracts
overlying 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 waste
or refuse thereon.




          1.4 Seller shall deliver to Purchaser copies of all data (including drill hole and core hole
data), information (including all title information, abstracts and the like), maps (including tax
maps and tract maps) in Seller’s possession relating to the Coal Reserves. In the event this
Agreement terminates for any reason, Purchaser shall immediately return to Seller all information
delivered by Seller or Seller’s agent(s), to Purchaser or Purchaser’s agent(s). The foregoing
provision shall survive termination of this Agreement.




          1.5 The parties hereto agree and acknowledge that (i) pursuant to that certain Master Lease
dated August 1, 2005 by and among CONSOL Energy Inc. and each of its subsidiaries described therein
and 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 gas
and coalbed methane, in and underlying a portion of the Property located in Kentucky together with
other rights and subject to obligations as set forth in the Master Lease and in unrecorded
documents referenced in the Master Lease, including, without limitation, that certain Master
Cooperation and Safety Agreement dated as of August 1, 2005 by and among CONSOL Energy Inc. and
each of its subsidiaries described therein and CNX Gas Corporation and each of its subsidiaries
described therein (including Purchaser) (the “Master Cooperation Agreement”); and (ii)
pursuant to those certain Deeds and Assignments, dated July 21, 2005, by and among CONSOL Energy
Inc. and each of its subsidiaries and CNX Gas Corporation and each of its subsidiaries (including
Purchaser), a copy of which is recorded at Record Book 328, page 678 of the Recorder of Deeds
Office of Greene County, Pennsylvania and at Record Book 1300, page 1 of the Recorder of Deeds
Office of Monongalia County, West Virginia (the “Master Deeds”), Seller granted rights to
Purchaser to test, explore, drill for, operate, produce, gather, process, transport, store, market
and sell oil and natural gas and coalbed methane, in and underlying the Property located in
Pennsylvania 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 documents
referenced in the Master Deeds, including, without limitation, the Master Cooperation Agreement.




          2. Purchase Price. Purchaser shall pay to Seller for the Property the sum of
Forty-Five Million and 00/100 Dollars ($45,000,000.00) (the “Cash Price”) as allocated
below, plus a deferred payment on the Pittsburgh Seam North Reserves and the Non-9 Seams payable as
follows:




          2.1 At the Closing, as hereinafter defined, Purchaser shall pay Seller the Cash Price in
immediately 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 deferred
payment on the Pittsburgh Seam North Reserves until all mineable and merchantable coal is
exhausted, payable as mined and sold in accordance with Section 2.5 below, equal to $1.00 per net
ton of 2000 pounds (“Ton”) plus 8% of the Gross Sales Price, as defined in Section 2.7
below, for each Ton of coal sold from the Pittsburgh Seam North Reserves (the “Pittsburgh Seam
North Deferred Payment”); provided, however, that if, upon the thirty-fifth (35th)
anniversary of the Closing (the “Thirty Fifth Anniversary”), Seller has not received
Pittsburgh Seam North Deferred Payments aggregating to at least $36,000,000, Purchaser, its
successors 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 as
of the Thirty Fifth Anniversary.




          2.3 Purchaser shall pay to Seller and Seller retains and reserves the right to a deferred
payment on the Non-9 Seam until all mineable and merchantable coal is exhausted, payable as mined
and sold in accordance with Section 2.5 below, equal to 6.5% of the Gross Sales Price for each Ton
of coal sold from the Non-9 Seams (the “Non-9 Seams Deferred Payment” and, together with
the 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 of
each calendar month, for all Pittsburgh Seam North Reserves and Non-9 Seams coal (the “Subject
Coal”) sold by Purchaser or any entity mining the Subject Coal, during the preceding calendar
month. 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 the
election of Seller, be made by electronic or wire transfer pursuant to wire transfer instructions
provided 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 “Monthly
Production Report”) showing the number of raw Tons of Subject Coal mined. The Monthly
Production Report (i) shall be delivered to Seller on or before the 25th day of each calendar month
for 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 mining
the 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. No
later than November 30th of each calendar year, Purchaser shall provide Seller with a written
report of Purchaser’s annual estimate of the tonnage of Subject Coal projected to be mined during
the following calendar year (the “Annual Estimate”). The Annual Estimate and the Monthly
Production 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, its
successors and assigns may specify to Purchaser, its successors or assigns. Purchaser and its
successors and assigns shall keep a true and correct record for three (3) years after the Subject
Coal has been removed and sold (the “Audit Period”) relating to the mining, shipping and
selling of all Subject Coal and shall permit Seller or Seller’s agents at reasonable times to
examine 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), all
weight slips, sales contracts, invoices sent to third-party purchasers, shipping records, all
mining 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 that
the amount of the Deferred Payment has been underreported, Purchaser shall, upon demand, promptly
pay Seller the amount of the underreported Deferred Payment, together with all costs and expenses
of Seller in performing the Audit.




          2.7. “Gross Sales Price,” as used in this Agreement, shall mean the price for Subject
Coal sold in an arm’s length bona fide transaction to a customer not affiliated with Purchaser
during the preceding calendar month. If Seller gives notice to Purchaser in writing that, in
Seller’s reasonable judgment, a particular purchaser is not a bona fide purchaser of Subject Coal
and Purchaser is unable to prove that the sale is bona fide, Seller may elect to substitute for the
Gross 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, the
Gross Sales Price for the purpose of computing the Deferred Payment shall be the prevailing market
price, F.O.B. mine, as described above, of such Subject Coal at the time of shipment from the
Property, 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) and
the provisions of Sections 2.6 and 2.7shall be included in the Deeds, as covenants running with the
land.




     3. Deed. Concurrently with the payment in full of the Cash Price and the satisfaction
of 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 (as
hereinafter defined) in the form of Exhibit C-1 for the portion of the Property located in
Greene County, Pennsylvania, and in Monongalia, West Virginia, and Exhibit C-2 for the
portion of the



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Property located in Muhlenberg, McLean and Ohio Counties, Kentucky, attached hereto and made a
part hereof.




     4. Title Matters; Property Conditions; No Representations.



          4.1 Purchaser accepts title to the Property subject to: (a) all liens for real estate, ad
valorem or other taxes, assessments and governmental charges, whether general or special, not yet
due and payable (and agrees to be solely responsible for payment of all unmined mineral taxes
assessed on the Coal Reserves for calendar year 2007), (b) zoning laws, building and use
restrictions, codes and ordinances of any governmental authority, (c) any encumbrances, other
matters 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 and
restrictions, 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 would
reveal, (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 the
Property, (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 and
other 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 gob
methane gas and all associated and appurtenant rights, easements and operating assets or of oil and
natural gas, including pursuant to any prior deeds in favor of Purchaser and that certain Master
Lease and Master Deeds, (h) the unrecorded Master Cooperation Agreement referenced in the Master
Lease 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 not
limited to, any right of first refusal) pursuant to which such third party has title to, or a bona
fide property right in and to, the surface estate overlying the Coal Reserves, including without
limitation any rights against or restricting subsidence, and (j) any exceptions set forth in the
Deeds 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 EACH
A “SELLER PARTY) MAKES (OR HAS MADE) AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR
GUARANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PHYSICAL OPERATING, REGULATORY COMPLIANCE,
SAFETY OR ENVIRONMENTAL, GEOLOGICAL OR ENGINEERING CONDITION, , COMPLIANCE WITH CODES, ORDINANCES
OR LAWS, STATUS OR ABSENCE OF LITIGATION OR REGULATORY ACTION, THE QUANTITY, QUALITY OR
RECOVERABILITY OF THE COAL RESERVES, ACCESS TO OR MINEABILITY OF COAL IN OR UNDER THE COAL
RESERVES, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR, EXCEPT FOR THE
LIMITED 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 furnished
to Purchaser were furnished as an accommodation to Purchaser at its request, and neither Seller nor
any Seller Parties has verified the accuracy of any statements or other information therein
contained or qualifications of the persons preparing such information, and they do not warrant the
accuracy, completeness or content of any information contained therein in any way. Purchaser, for
itself and its successors and assigns, specifically releases Seller and any Seller Parties from all
claims, 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, liquidated
or contingent, asserted (collectively, the “Claims”) against or incurred by Purchaser or
its 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, PURCHASER
ACKNOWLEDGES THAT THE PROPERTY IS BEING SOLD AND ACCEPTED “AS IS” AND “WITH ALL FAULTS” IN ITS
PRESENT CONDITION, WITHOUT ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) OF ANY KIND OR
NATURE, 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 OF
COAL IN, ON OR UNDER THE PROPERTY; C) THE ACCURACY, COMPLETENESS, CONTENT OR MATERIALITY OF ANY
DATA, INFORMATION, RECORDS FURNISHED TO PURCHASER IN CONNECTION WITH THIS AGREEMENT, OR (D) AS TO
TITLE OR OWNERSHIP. PURCHASER ACKNOWLEDGES THAT IT HAS MADE SUCH INVESTIGATION AND DUE DILIGENCE
OF THE CONDITION OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR ADVISABLE TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IN ANY AGREEMENT PURCHASER HAS WITH ANY THIRD
PARTY, AND PURCHASER IS RELYING SOLELY UPON ITS OWN INVESTIGATION OF SUCH PROPERTY CONDITIONS AND
NOT UPON ANY STATEMENT OR OPINION BY SELLER OR ANY SELLER PARTIES.




          4.5 Disclaimers. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LEGAL
REQUIREMENTS 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 this
Agreement.




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     5. Permits. Seller agrees to use commercially reasonable efforts to cooperate, as
reasonably 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 be
required or obligated to incur any cost or expense in connection therewith. Purchaser agrees to
use commercially reasonable efforts to cooperate, as reasonably requested by Seller in connection
with Seller’s efforts to amend its permits relating to the Pittsburgh Seam North Reserves. Seller
shall pay for the cost of such amendments but in the event the Property is not conveyed to
Purchaser, Purchaser agrees to reimburse Seller for all costs it incurs in connection with the
amendment of such permits. Notwithstanding the foregoing, Purchaser’s inability to obtain or amend
permits shall not affect or diminish its obligations under this Agreement. The provisions of this
Section 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 the
parties 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 shall
indemnify, defend and hold harmless Seller and Seller Parties (Seller and Seller Parties are
collectively referred to as the “Indemnitee(s)”) from and against any Claims directly or
indirectly arising out of or related to the ownership or use of the Property, including, but not
limited to, any personal or bodily injury, sickness, disease, death, damage, destruction to or loss
of 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 existing
permits for the Pittsburgh Seam North Reserves or which precludes the release of any Seller bonds
for the Pittsburgh Seam North Reserves; and/or (b) Purchaser’s or Purchaser’s successors and
assigns efforts or actions to amend, retain or obtain any permit, certificate or license, or
Seller’s efforts to amend or transfer any permits or bonds, in connection with the transfer of the
Property or any part thereof; and/or (c) any matters arising from the failure to amend certain
permits or bonds of Seller to exclude the Coal Reserves and Property prior to Closing including
the costs associated with the transfer or attempted transfer of the permits in the event the
Property is not conveyed. The rights in this Section shall be in addition to any other rights
Indemnitees may have under applicable laws and shall not be construed to negate or abridge or
otherwise reduce any other right or remedy, which would otherwise exist to any Indemnitee. The
rights and obligations of indemnity and liability under this Section 7 shall survive the
termination of this Agreement and/or the delivery of the Deeds to Purchaser. Indemnitor shall
honor 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 this
Agreement and Closing fails to occur by reason thereof, the non-defaulting party, subject to
Section 8.2 hereof, may, in addition to all remedies at law, equity or otherwise, seek specific
performance.




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          8.2 Notwithstanding the foregoing, in no event shall either Purchaser or Seller be entitled to
recover consequential, special, or punitive damages from the other relating to this Agreement or
the 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 of
any mortgage on the Property held by PNC Bank or any other holder (“Mortgage
Release”);




          (d) A fully executed copy of the letter between Seller and the United Mine Workers of
America (the “UMWA Letter”) relating to the transfer of certain “Delineated
Reserves”, as described in such letter (the “Delineated Reserves”), to Purchaser, in
form and substance satisfactory to Seller and in form and substance reasonably satisfactory
to Purchaser;




          (e) A certified resolution or other evidence of Seller, in form and substance
reasonably satisfactory to Purchaser, certifying that the Seller had and/or has (as the case
may be) the legal power, right and authority to make, execute and deliver this Agreement and
the Deeds and to consummate the sale of the Property, and an incumbency certificate of the
duly 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 shall
be delivered thirty (30) days following the Closing, originals (if Seller possesses
originals) or copies of all property and lease records, maps, title opinions, abstracts,
surveys, coal reserve reports, core hole logs and data, royalty records, correspondence and
other 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 a
location to be agreed upon by Seller and Purchaser if physical delivery at the place of
Closing is impractical.



     Failure to deliver items 9.1(c) and (d) above after expending commercially reasonable efforts
shall not be a Seller’s default hereunder.



          9.2 At Closing, Purchaser will deliver or cause to be delivered to Seller the
following:




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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 the
United Mineworkers of America relating to the transfer of the Delineated Reserves to
Purchaser (the “EAC Letter”), in form and substance satisfactory to Seller;




          (d) A certified resolution or other evidence of Purchaser, in form and substance
reasonably satisfactory to Seller, certifying that Purchaser had and/or has (as the case may
be) the legal power, right and authority to make, execute and deliver this Agreement and to
consummate the purchase of the Property and incumbency certificate of the duly authorized
officers of Purchaser;




          (e) An assumption by Purchaser of all obligations of any agreements required under
Section 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 (unless
otherwise specified) as follows:



          10.1 Taxes and assessments, both general and special, shall be prorated as of the Closing Date
based on the last available tax duplicate and in accordance with usual and customary practices
where the Coal Reserves are located;




          10.2 All transfer taxes and conveyance fees required to be paid in connection with the
conveyance 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 be
paid 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 the
fifth (5th) anniversary of the Closing, Seller will negotiate in good faith to enter into a
non-exclusive surface use agreement substantially in the form of Exhibit D, attached
hereto, with Purchaser (and its successor and assigns to the extent any such successor or assign
owns any of the Pittsburgh Seam North Reserves, appurtenant Coal Mining Rights, oil, gas, coalbed
methane, gob gas and coal mine methane associated with the Pittsburgh Seam North Reserves or
otherwise conveyed to Eastern Associated Coal, LLC by CNX Gas Company LLC) on a site-specific basis
and on terms to be mutually agreed upon which gives Purchaser, its successors and assigns (as
described 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 into
site-specific surface access and use agreements with Purchaser, or its successor or assign (as
described above), Seller shall have the unfettered right to sell, lease or convey, from time to
time, any surface property. The provisions of this Section 11 shall survive the delivery of the
Deed to Purchaser.




     12. Labor Obligations. It shall be a condition precedent to the effectiveness of this
Agreement that the United Mine Workers of America shall have consented to the transfer of the
Delineated Reserves from Seller to Purchaser, and copies of the fully executed UMWA Letter and the
fully 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 delivery
service 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. All
such notices shall be deemed to have been sufficiently given on the date of delivery, if sent by
personal delivery, facsimile, or overnight courier.



     14. Brokers. Seller and Purchaser each represent and warrant to the other that no
brokerage commission is payable to any person or entity in connection with the transaction
contemplated hereby. Each party agrees to and does hereby indemnify and hold the other harmless
against the payment of any commission to any person or entity claiming by, through or under Seller
or Purchaser, as applicable. This Section 14 shall survive any Closing or any termination of this
Agreement.



     15. Survival. None of the terms, conditions, covenants, representations and
warranties 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 Deeds
indefinitely and shall bind all successors and assigns of Purchaser. With respect to the foregoing
Sections, Purchaser agrees to execute separate agreements to evidence the indemnities and
obligations which survive Closing, which agreements, indemnities and obligations Purchaser shall
cause its successors and assigns to assume in writing prior to any transfer or assignment. Except
as noted above, Closing hereunder shall automatically constitute a merger of, and shall irrefutably
evidence full satisfaction of, Seller’s obligations under this Agreement.



     16. Representations and Warranties.



  16.1 Seller’s Representations and Warranties. Seller hereby represents and warrants
as follows:



          (a) Power. Seller has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein and to consummate the transactions contemplated
hereby.



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          (b) Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Seller in connection with entering into this Agreement and the
instruments referenced herein and the consummation of the transactions contemplated hereby. No
consent 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 into
this Agreement and consummate the transaction contemplated hereby.



          (c) Authority. The individuals executing this Agreement and the instruments
referenced herein on behalf of Seller have the legal power, right and actual authority to bind
Seller to the terms and conditions hereof and thereof.



          (d) Validity. This Agreement and all documents required hereby to be executed by
Seller are and shall be valid, legally binding obligations of and enforceable against Seller in
accordance with their terms.



          16.2 Purchaser’s Representations and Warranties. Purchaser hereby represents and
warrants as follows:





     (a) Power. Purchaser has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein and to consummate the transactions contemplated
hereby.




     (b) Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Purchaser in connection with entering into this Agreement and the
instruments referenced herein and the consummation of the transactions contemplated hereby. No
consent 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 to
the Closing to permit Purchaser to enter into this Agreement and consummate the transaction
contemplated hereby.




     (c) Authority. The individuals executing this Agreement and the instruments
referenced herein on behalf of Purchaser have the legal power, right and actual authority to bind
Purchaser to the terms and conditions hereof and thereof.




     (d) Validity. This Agreement and all documents required hereby to be executed by
Purchaser are and shall be valid, legally binding obligations of and enforceable against Purchaser
in accordance with their terms.



     17. Successors and Assigns. This Agreement shall be binding upon, and inure to the
benefit of, Seller and Purchaser and their respective successors and assigns; provided, however, no
assignment shall release any assignor from any and all obligations and liabilities under this
Agreement without the express written consent of the other party which may be withheld in that
party’s sole discretion.



     18. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be an original, but all of which, taken together, shall constitute one and the same
instrument.



11









 





     19. Waivers. The failure or delay of any party at any time to require performance by
the other party of any provision of this Agreement, shall not affect the right of such party to
require 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 into
pursuant hereto is prohibited by or deemed invalid under applicable law, such provision shall be
inapplicable and deemed omitted to the extent prohibited or invalid, but the remainder hereof shall
not 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 understanding
between the parties with respect to the transactions contemplated herein and all prior or
contemporaneous agreements and representations, oral or written, are merged into this Agreement.



     22. Amendments. None of the provisions hereof may be waived, amended, discharged or
terminated except by an instrument in writing signed by the party against which the enforcement of
such waiver, amendment, discharge or termination is sought, and then only to the extent set forth
in such instrument.



     23. No Third-Party Beneficiary. Nothing contained herein is intended or shall be
deemed to create or confer any rights upon any third person not a party hereto, whether as a
third-party beneficiary or otherwise, nor shall anything herein be construed to create any
relationship 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 further
agreements, documents or instruments and take any and all action that either party may deem
reasonably necessary to carry out the intentions of the parties under this Agreement and the
transfer of the Coal Reserves in accordance with the terms of this Agreement. Purchaser shall
provide Seller, it successors and assigns, access to any records delivered under this Agreement to
Purchaser 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 against
or of Seller. It is understood and agreed that all interests in real property or rights with
respect thereto which are owned or controlled by Seller or any of Seller’s affiliates within the
boundaries of the Coal Reserves (other than surface access and use rights which are covered
separately in Section 11 of this Agreement) are included in the Property, whether or not same have
been specifically identified on any Exhibit hereto; provided, however, that in the event that any
such interests in real property or rights with respect thereto which are owned or controlled by
Seller or any of Seller’s affiliates within the boundaries of the Coal Reserves (other than surface
access and use rights which are covered separately in Section 11 of this Agreement) are not
specifically identified on any Exhibit hereto, Seller will transfer, convey, assign and deliver
same, or cause Seller’s affiliate(s) to transfer, convey, assign and deliver same, to Purchaser in
accordance with the terms and provisions of this Agreement, in discharge of Seller’s obligations
hereunder and without further payment. The provisions of this Section 24 shall survive Closing.



12









 





     26. Governing Law. This Agreement shall be deemed to be a contract made under the law
of the Commonwealth of Pennsylvania and for all purposes shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania.



     27. Waiver of Trial by Jury. Seller and Purchaser, to the extent they may legally do
so, hereby expressly waive any right to trial by jury of any claim, demand, action, cause of
action, or proceeding arising under or with respect to this Agreement, or in any way connected
with, or related to, or incidental to, the dealings of the parties hereto with respect to this
Agreement or the transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the
extent 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 that
any party hereto may file an original counterpart or a copy of this Section with any court as
written evidence of the consent of the other party or parties hereto to waiver of its or their
right to trial by jury.



     28. Waiver and Release of ERC Rights. Seller hereby waives and releases to Buyer all
of 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 methane
associated with the Coal Reserves and retained by Seller and/or its affiliates pursuant to the
Master Cooperation Agreement, Master Lease and/or Master Deeds. Seller further covenants and
agrees to execute and deliver, and use commercially reasonable efforts to cause its relevant
affiliates to execute and deliver, a mutually agreeable letter agreement among Buyer, Seller and
Seller’s relevant affiliates memorializing Seller’s and its relevant affiliates’ waiver and release
of their respective rights to the foregoing ERCs. For the avoidance of doubt, Seller acknowledges
and agrees that there shall be no additional compensation to be paid to Seller or any of its
relevant affiliates by Buyer for such waiver and release.



     29. Rule Against Perpetuities. If a court of competent jurisdiction shall hold that
the Rule Against Perpetuities or any similar legal requirement applies to any transfer of an
interest contemplated herein, any right to receive, and obligation to make, such transfer shall
terminate on the last day of the period allowed for vesting under such rule or other legal
requirement, such that the transfer shall thereby be deemed valid under the rule or legal
requirement.



[SIGNATURES ON FOLLOWING PAGE]




[REMAINDER OF PAGE INENTIONALLY LEFT BLANK]




13









 








[Signature page to Agreement of Sale between CNX GAS COMPANY LLC and

CONSOLIDATION COAL COMPANY dated June 8, 2007]




     IN WITNESS WHEREOF, Purchaser and Seller, intending to be legally bound, have executed this
Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	PURCHASER:	 	 	 	 	 	CNX GAS COMPANY LLC,	 	 
	 	 	 	 	 	 	a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name:
	 	Mark D. Gibbons	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President and Chief Financial	 	 
	 

	 	 	 	 	 	 	 	Officer	 	 
	(A) DATED:	 	 	 	 	 	June 8, 2007	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(B) PURCHASER’S ADDRESS:	 	 	 	 	 	5 Penn Center West, Suite 401	 	 
	 	 	 	 	 	 	Pittsburgh, PA 15276	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(C) PURCHASER’S PHONE/FAX:

	 	 	 	 	 	Telephone: 
	(412) 200-6781	 	 
	 

	 	 	 	 	 	Facsimile:
	(412) 200-6762	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SELLER:	 	 	 	 	 	CONSOLIDATION COAL COMPANY,	 	 
	 	 	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Robert P. King	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(A) DATED:	 	 	 	 	 	June 8, 2007	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(B) SELLER’S ADDRESS:	 	 	 	 	 	1800 Washington Road	 	 
	 	 	 	 	 	 	Pittsburgh, PA 15241	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(C) SELLER’S PHONE/FAX:

	 	 	 	 	 	Telephone: 
	(412) 831-4510	 	 
	 

	 	 	 	 	 	Facsimile:
	(412) 831-4208	 	 






[Remainder of Page Intentionally Left Blank; List of Exhibits Follows on Next Page]




 









 








EXHIBITS:




Exhibit A – Map of Pittsburgh Seam North and South Reserves

Exhibit A-1 List of Coal Properties of Pittsburgh Seam North and South Reserves

Exhibit B – Map of No.9 Seam and Non-9 Seam Reserves

Exhibit B-1 – List of Coal Properties of No.9 Seam and Non-9 Seam Reserves

Exhibit C-1 – Limited Warranty Deed — Greene County,
Pennsylvania, and Monongalia County, West Virginia

Exhibit C-2 – Limited Warranty Deed — Muhlenberg, McLean and Ohio Counties, Kentucky

Exhibit D – Surface Use Agreement

Exhibit E – List of Surface Property




 









 





Exhibit A

Map of Pittsburgh Seam North and South Reserves




See attached map.




 









 








Exhibit A-1

List of Coal Properties of Pittsburgh Seam North and South Reserves




See attached list.




 









 








Exhibit B

Map of No.9 Seam and Non-9 Seam Reserves




See attached map.




 









 








Exhibit B-1

List of Coal Properties of No.9 Seam and Non-9 Seam Reserves




See attached list.




 









 








Exhibit C-1
 
Form of Limited Warranty Deed

Greene County, Pennsylvania, and Monongalia County, West Virginia




SPECIAL WARRANTY DEED




(Monongalia County, West Virginia)

(Greene County, Pennsylvania)




     THIS DEED is made and entered into as of the                      day of                     , 2007, by and between
CONSOLIDATION COAL COMPANY, a Delaware corporation with an address of 1800 Washington Road,
Pittsburgh, Pennsylvania 15241, herein referred to as “Grantor” and CNX GAS COMPANY LLC, a
Virginia limited liability company with an address of 5 Penn Center West, Suite 401, Pittsburgh,
Pennsylvania 15276-0102, herein referred to as “Grantee”.



     WITNESSETH: That, for and in consideration of the sum of $                                        , cash in hand
paid, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants, conveys,
assigns and transfers to Grantee, its successors and assigns forever, with covenant of SPECIAL
WARRANTY, all of its rights, title, interests, claims and estates in and to all of the Pittsburgh
seam of coal which seam of coal is reserves and resources (the “Coal”) contained within
that certain real property located in Clay and Battelle Districts, Monongalia County, West Virginia
and Wayne Township, Greene County, Pennsylvania, generally known as the Pittsburgh Seam North
Reserve and the Pittsburgh Seam South Reserve, the respective boundaries of which are more or less
as shown on the map attached hereto as Exhibit A, which said boundaries are more
particularly described on Exhibit B (pertaining to the Pittsburgh Seam North Reserve) and
Exhibit C (pertaining to the Pittsburgh Seam South Reserve), both of which are incorporated
herein by reference and made a part hereof (the “Property”) (as indicated on the
aforementioned Exhibit A, the Pittsburgh Seam North Reserve contains 4,856.454 acres in
gross and 4,847.791 net acres (after taking adverse parcels into account), more or less, of which
approximately 4,168.828 net acres are located in Clay and Battelle Districts, Monongalia County,
West Virginia and approximately 678.963 net acres, more or less, are located in Wayne



 









 




Township, Greene County, Pennsylvania; and the Pittsburgh Seam South Reserve contains 921.863
acres (both in gross and net), more or less, located entirely in Clay District, Monongalia County,
West Virginia). The Property is also described on the list of tracts and legal descriptions
attached hereto as Exhibit D (pertaining to the Pittsburgh Seam North Reserve) and
Exhibit E (pertaining to the Pittsburgh Seam South Reserve), both of which are incorporated
herein by reference and made a part hereof (provided, however, it is the intent of the Grantor to
transfer and convey to Grantee all Coal owned or controlled by Grantor within the boundaries shown
on Exhibit A and described in Exhibits B and C, whether or not listed on
Exhibit D or E), together with any and all rights vested in Grantor as of the date hereof
to explore, develop, mine, produce, process, store and transport the Coal, the rights and benefits
of any waivers of subjacent, lateral and sublateral support for overlying strata and the surface
overlying the Coal (and any immediately adjacent surface that would be affected by the angle of
draw), and the rights and benefits of any waivers of damages for injuries that might be caused by
mining and related activities, in each case to the extent such waivers are transferable, the right
to subside overlying strata and the surface overlying the Coal (and any immediately adjacent
surface that would be affected by the angle of draw), all implied mining rights, and the right to
use all spaces created by the removal of the Coal for any purpose, including transportation and
storage without charge, to the extent any of the foregoing rights are vested in Grantor as of the
date hereof (except as limited below regarding Grantor’s surface estate), and all other appurtenant
rights and privileges, surface and subsurface easements, and rights-of-way relating thereto
(collectively, the “Coal Mining Rights”). Provided, however, that to the extent Grantor
owns the surface estate overlying the Coal, Grantor is not hereby conveying the surface estate to
Grantee, and the Coal Mining Rights shall not include the right to use such surface estate, for any
purpose, whether express or implied, including, but not limited to, the dumping or disposing of
coal mining or coal processing waste or refuse thereon. Grantor does not hereby waive, and does
hereby reserve, and the foregoing conveyance of Coal and Coal Mining Rights does not include, any
of Grantor’s rights or benefits under (1) the Pennsylvania Bituminous Mine Subsidence and Land
Conservation Act, (2) any analogous West Virginia state statute, including the West Virginia
Surface Coal Mining and Reclamation Act, and (3) the Federal Surface Mining Control and Reclamation
Act or any analogous state statute, that Grantor may have for repair, replacement,




 









 




restoration or monetary compensation resulting from any damages or injuries to overlying
strata, surface or land, protected dwelling and structures and/or water supplies.




     The sources of Grantor’s title are set forth in Exhibits D and E, both of which are
attached hereto and incorporated herein by reference.



Reservation of Rights




     Grantor hereby excepts from this conveyance, and reserves unto itself, its successors and
assigns, all rights, title, interests, claims and estates in the Property other than the Coal and
Coal Mining Rights herein expressly conveyed to Grantee, including, but not limited to, the
Pittsburgh seam of coal underlying all or any portion of the tracts or parcels listed on
Exhibits D and E to the extent and only to the extent all or any portion of such tracts or
parcels lie outside the boundaries of the Pittsburgh Seam North Reserve or Pittsburgh Seam South
Reserve, as such boundaries are shown and depicted on Exhibit A and more particularly
described on Exhibits B and C. The Coal and Coal Mining Rights hereby granted, conveyed,
assigned and transferred to Grantee are made under and subject to all prior conveyances by Grantor
of coalbed methane, coal mine methane or coal gob methane gas and all associated and appurtenant
rights, easements and operating assets (collectively, “Methane Rights”) or of oil and natural gas,
including that certain Deed dated July 21, 2005, by and among Consolidation Coal Company, Consol
Pennsylvania Coal Company, Reserve Coal Properties Company, and Southern Ohio Coal Company, as
Grantors, and CNX Gas Company LLC, as Grantee (the “Master Oil and Gas Deed”) for Methane
Rights, a copy of which is recorded in the Office of the Clerk of the County Commission for
Monongalia County, West Virginia, in Deed Book 1300, at Page 1, and in the Office of the Recorder
of Deeds of Greene County, Pennsylvania in Deed Book                     , at Page                     ; and other leases,
licenses, operating agreements and other contracts and agreements relating to the right or
privilege of exploring and drilling for, operating, producing, marketing and/or selling Methane
Rights or oil and natural gas.



Disclaimer of Representations and Warranties




     Grantor does not represent or warrant that it owns all seams of Coal on all of the Property;
rather, the intent of this Deed is to convey to Grantee only the Coal (Pittsburgh seam)



 









 




and Coal Mining Rights that Grantor presently owns on the tracts shown on Exhibit A and
described in Exhibits B and C.




     Grantee acknowledges that the Coal and Coal Mining Rights are being sold and accepted “as is”
and “with all faults” in their present condition, without any representation or warranty (express
or implied) of any kind or nature, oral or written, past, present or future, with regard to (a) the
physical, operating, regulatory compliance, safety, or environmental condition of the Property; (b)
mineability, washability, volume, location, quantity, quality, access to or recoverability of Coal
in, on or under the Property; (c) geological conditions of the Property; or (d) the accuracy,
completeness, content or materiality of any data, information or records furnished to Grantee in
connection with this Deed. Grantee acknowledges that it has made such investigation and conducted
such due diligence of the condition of the Property and the Coal and Coal Mining Rights as Grantee
deems necessary or advisable to consummate the transaction contemplated in this Deed, and is
relying solely upon its own investigation and not upon any statement or opinion by Grantor.



     Grantee accepts title to the Coal and Coal Mining Rights subject to: (a) all liens for real
estate, ad valorem or other taxes, assessments and governmental charges, whether general or
special, not yet due and payable (and agrees to be solely responsible for payment of all unmined
mineral taxes assessed on the Coal for calendar year 2007), (b) zoning laws, building and use
restrictions, codes and ordinances of any governmental authority, (c) any encumbrances, other
matters 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 and
restrictions, apparent on the Property or shown by instruments known to Grantee or of record, (d)
all matters that an accurate and complete map or survey, inspection and/or title examination would
reveal, (e) the state of compliance or non-compliance of the Property, Coal and Coal Mining Rights
with any laws, codes, ordinances, rules, regulations or private restrictive covenants applicable to
or affecting the Coal and Coal Mining Rights, (f) water, sewage, gas, electric, telephone and cable
lines and other utilities, if any, affecting the Coal and Coal Mining Rights, (g) any prior
conveyance and any leases, licenses, operating agreements and other



 









 




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 gob
methane gas and all associated and appurtenant rights, easements and operating assets or of oil and
natural gas, including pursuant to any prior deeds in favor of Grantee and the Master Deed, (h) the
unrecorded Master Cooperation Agreement referenced and referred to in the Master Deed, (i) any
prior conveyance or reservation, and any leases, licenses, operating agreements and other contracts
and agreements with any third party (including, but not limited to, any right of first refusal)
pursuant to which such third party has title to, or a bona fide property right in and to, the
surface estate overlying the Coal, including without limitation any rights against or restricting
subsidence, and (j) any exceptions set forth in the instruments listed and described on Exhibit
D and E.




Grantee’s Covenants




     Grantee (as used in this section, “Grantee” shall also include any of Grantee’s affiliates,
successors, and assigns and each of their respective affiliates, successors and assigns) covenants
that it shall provide or cause to be provided to Grantor a monthly written report showing the
number of raw tons (each ton equal to 2000 pounds) of Coal mined and sold (or consumed on or off
the Property, if not sold) from the Pittsburgh Seam North Reserve (the “Pittsburgh Seam North
Coal”), and the average Gross Sales Price of the Pittsburgh Seam North Coal (the “Monthly
Production Report”). The Monthly Production Report (i) shall be delivered to Grantor on or before
the 25th day of each month for Pittsburgh Seam North Coal mined and sold (or consumed on
or off the Property, if not sold), and sales to, or consumption by, any affiliate of Grantee during
the immediately preceding month, (ii) shall be certified as correct by an officer or managing
member of Grantee, and (iii) shall be subject to reasonable audit by Grantor from time to time. No
later than November 30th of each calendar year, Grantee shall provide or cause to be provided to
Grantor a written report of Grantee’s good faith estimate of the tonnage of any Pittsburgh Seam
North Coal projected to be mined during the following calendar year (the “Annual
Estimate”). The Monthly Production Reports and the Annual Estimate shall be sent to CNX Land
Resources, Inc., Supervisor, Leased Mineral Resources, at 1800 Washington Road, Pittsburgh,
Pennsylvania 15241-1405, or such other entity and/or address which the Grantor shall identify to
the Grantee in writing from time-to-time. Grantee shall keep a true and correct



 









 




record for three (3) years after the Pittsburgh Seam North Coal has been removed and sold
relating to the mining, shipping and selling of the Pittsburgh Seam North Coal and shall permit
Grantor or Grantor’s agents at reasonable times to examine 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 Pittsburgh Seam North Coal), all weight slips, sales contracts,
invoices sent to third-party customers, shipping records, and all other relevant documents, records
and instruments, during the three-year audit period. For purposes hereof, the term “Gross Sales
Price” shall mean the price for Pittsburgh Seam North Coal sold in an arm’s length bona fide
transaction to a customer not affiliated with Grantee during the preceding calendar month (a “bona
fide Transaction”). If any Pittsburgh Seam North Coal is sold other than in a bona fide
Transaction, or is consumed on or off the premises by Grantee, then the Gross Sales Price for such
Pittsburgh Seam North Coal shall be deemed to be the prevailing market price of Pittsburgh Seam
North Coal, F.O.B. mine, based upon recent sales by Grantee of Pittsburgh Seam North Coal in a bona
fide Transaction, or, if there are no recent sales of Pittsburgh Seam North Coal in a bona fide
Transaction, then based upon recent sales by Grantee of comparable quality coal in a bona fide
Transaction. If all or any portion of Grantee’s estate in the Coal and Coal Mining Rights are
hereafter sold or otherwise transferred or conveyed by Grantee, Grantee shall provide prompt
written notice to Grantor of the name and address of the purchaser/transferee. Grantee, by its
signature hereto, agrees to comply with such obligations, and to cause all of such covenants to be
incorporated in any conveyance of Grantee’s estate, in whole or in part, in the Coal and Coal
Mining Rights. The obligation to supply Grantor with the Monthly Production Reports and the Annual
Estimates shall run with the Pittsburgh North Seam portion of the Property and, by acceptance and
execution of this Deed, the Grantee hereby covenants and agrees to faithfully and timely comply
with said obligation.




     The Grantor and Grantee hereby acknowledge and agree that the Grantor would be damaged
irreparably in the event that the Grantee fails to timely deliver or fails to cause the timely
delivery of the Monthly Production Report and/or the Annual Estimate to Grantor in accordance with
the specific terms above. Accordingly, both parties agree that the Grantor shall be entitled to an
injunction, specific performance, or other equitable relief to enforce specifically Grantee’s
covenants and the terms and provisions hereof in an action instituted in the court of



 









 




general jurisdiction in the county where the Property is located, in addition to any other remedy
to which the Grantor may be entitled pursuant hereto.




Rule Against Perpetuities




     If a court of competent jurisdiction shall hold that the Rule Against Perpetuities or any
similar legal requirement applies to any transfer of an interest contemplated herein, any right to
receive, and obligation to make, such transfer shall terminate on the last day of the period
allowed for vesting under such rule or other legal requirement, such that the transfer shall
thereby be deemed valid under the rule or legal requirement.



     TO HAVE AND TO HOLD the above-described Coal and Coal Mining Rights together with all of the
rights, privileges and appurtenances thereunto belonging, subject to the reservations, exceptions
and terms, all of that described above, unto Grantee, its successors and assigns forever, with
covenant of special warranty.



     The covenants, conditions, and restrictions contained herein shall be a covenant running with
the land and binding upon the Grantee, its successors and assigns.



Declaration of Consideration or Value




     The undersigned Grantor does hereby declare, under penalty of fine and imprisonment, that the
total consideration paid for the Property conveyed by the document to which this declaration is
appended is $                                        .



     Grantor and Grantee hereby stipulate and agree that the aforesaid total consideration is
divided and allocated as follows: (1) $                                                             to that portion of the
Property which is located in Clay and Battelle District(s), Monongalia County, West Virginia, and
(2) $                                                             to that portion of the Property which is located in Wayne
Township, Greene County, Pennsylvania.



 









 





West Virginia Real Estate Taxation Information




     That portion of the Property which is located in the State of West Virginia is assessed upon
the Land Books of Monongalia County, West Virginia, for the year 2006 in Clay and Battelle
Districts, as all or part of the following:



Pittsburgh Seam North Reserve — See Exhibit D.

Pittsburgh Seam South Reserve — See Exhibit E.




[SIGNATURES APPEAR ON NEXT PAGE]




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 








[SIGNATURE PAGE]

(Monongalia County, West Virginia)

(Greene County, Pennsylvania)




     IN WITNESS WHEREOF, Consolidation Coal Company, a Delaware corporation, has caused its
corporate name to be subscribed hereto by                                                             , its
                                        , by authority duly given.



     WITNESS the following execution:



	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	Consolidation Coal Company	 	 
	 	 	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Its:

	 	 	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





     IN WITNESS WHEREOF, CNX Gas Company LLC, a Virginia limited liability company, has caused its
company name to be subscribed hereto by                                                             , its                                         ,
by authority duly given.



     WITNESS the following execution:



	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	CNX GAS COMPANY LLC	 	 
	 	 	 	 	 	 	a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Its:

	 	 	 	 	 	Its:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






 









 






[ACKNOWLEDGMENT PAGE 1 OF 2]




COMMONWEALTH OF PENNSYLVANIA,




COUNTY OF ALLEGHENY, TO-WIT:




          I, the undersigned notary public, do certify that                     , the                      of
Consolidation Coal Company, who signed the writing hereto annexed, bearing date of the                      day of
                    , 2007, has this day in my said county, before me, acknowledged and sworn the same to be the act
and deed of said corporation.




          Given under my hand this                      day of                      , 2007.




          My commission expires:                                                  
         
                     




(NOTARIAL SEAL)




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






 









 






[ACKNOWLEDGMENT PAGE 2 OF 2]




COMMONWEALTH OF PENNSYLVANIA,




COUNTY OF ALLEGHENY, TO-WIT:




      
    I, the undersigned notary public, do certify that    
               
             
         , the    
                                     
of CNX Gas Company LLC, who signed the writing hereto annexed, bearing date of the                      day of ,                    
2007, has this day in my said county, before me, acknowledged and sworn the same to be the act and
deed of said limited liability company.




          Given under my hand this                      day of                     , 2007.




      
    My commission expires:         
               
                
               
              
            .




(NOTARIAL SEAL)




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






This Special Warranty Deed was prepared by:

Robert W. Dinsmore, Esq.

Bowles Rice McDavid Graff & Love LLP

7000 Hampton Center, Suite K

Morgantown, West Virginia 26505-1720




 









 





Exhibit A




Map of the Property



The attached map depicts real property located in more than one county and in more than one State
or Commonwealth.




 









 








Exhibit B




(Boundary Description of the Pittsburgh Seam North Reserve)




     NOTE: THE DESCRIPTION SET FORTH HEREIN PERTAINS TO PROPERTY LOCATED IN MORE THAN ONE
COUNTY AND IN MORE THAN ONE STATE OR COMMONWEALTH.



     All of the Pittsburgh seam of coal owned or controlled by Grantor and contained within
that certain real property located in Clay and Battelle Districts, Monongalia County, West Virginia
and Wayne Township, Greene County, Pennsylvania, being more particularly bounded and described,
to-wit:



BEGINNING at an iron roof bolt, Corner “C”, which is
Blacksville Mine Coordinate N: 81307.070, E: -10545.920, WGS 84,
LAT. 39 – 41 – 28.99146 N, LONG. 81 – 12 – 06.60707 W; Thence N
80 DEGREES 00 MINUTES 00 SECONDS W a distance of 20542.52 feet
to a point; Thence N 10 DEGREES 00 MINUTES 00 SECONDS E a
distance of 2994.56 feet to a point; Thence N 80 DEGREES 00
MINUTES 00 SECONDS W a distance of 1007.19 feet to a point;
Thence N 10 DEGREES 00 MINUTES 00 SECONDS E a distance of
2992.65 feet to a point; Thence S 80 DEGREES 00 MINUTES 00
SECONDS E a distance of 2628.32 feet to a point; Thence S 10
DEGREES 00 MINUTES 00 SECONDS W a distance of 1332.01 feet to a
point; Thence S 80 DEGREES 00 MINUTES 00 SECONDS E a distance of
1480.93 feet to a point; Thence N 10 DEGREES 00 MINUTES 00
SECONDS E a distance of 2445.48 feet to a point; Thence N 80
DEGREES 00 MINUTES 00 SECONDS W a distance of 884.36 feet to a
point; Thence N 10 DEGREES 00 MINUTES 00 SECONDS E a distance of
187.05 feet to a point; Thence N 80 DEGREES 00 MINUTES 00
SECONDS W a distance of 1027.07 feet to a point; Thence S 10
DEGREES 00 MINUTES 00 SECONDS W a distance of 198.00 feet to a
point; Thence N 80 DEGREES 00 MINUTES 00 SECONDS W a distance of
1949.75 feet to a point; Thence N 20 DEGREES 39 MINUTES 56
SECONDS W a distance of 269.03 feet to a point; Thence N 10
DEGREES 00 MINUTES 00 SECONDS E a distance of 2871.69 feet to a
point; Thence S 80 DEGREES 00 MINUTES 00 SECONDS E a distance of
456.96 feet to a point; Thence N 10 DEGREES 00 MINUTES 00
SECONDS E a distance of 1130.19 feet to a point; Thence S 80
DEGREES 00 MINUTES 00 SECONDS E a distance of 6359.87 feet to a
point; Thence S 10 DEGREES 00 MINUTES 00 SECONDS W a distance of
1270.75 feet to a point; Thence S 53 DEGREES 21 MINUTES 27
SECONDS E a distance of 845.11 feet to a point; Thence N 10
DEGREES 00 MINUTES 00 SECONDS E a distance of 388.28 feet to a
point; Thence S 80 DEGREES 00 MINUTES 00 SECONDS E a distance of
2837.43 feet to a point; Thence S 10 DEGREES 00 MINUTES 00
SECONDS W a distance of 1046.29 feet to a point; Thence S 80
DEGREES 00 MINUTES 00 SECONDS E a distance of 2887.20 feet to a
point; Thence S 10 DEGREES 00 MINUTES 00 SECONDS W a distance of
1795.99 feet to a point; Thence S 80 DEGREES 00 MINUTES 00
SECONDS E a 



 









 






distance of 1016.43 feet to a point; Thence N 10 DEGREES
00 MINUTES 00 SECONDS E a distance of 1117.06 feet to a point;
Thence S 80 DEGREES 00 MINUTES 00 SECONDS E a distance of 139.79
feet to a point; Thence N 10 DEGREES 00 MINUTES 00 SECONDS E
a distance of 1283.81 feet to a point; Thence S 80 DEGREES
00 MINUTES 00 SECONDS E a distance of 219.24 feet to a point;
Thence N 10 DEGREES 00 MINUTES 00 SECONDS E a distance of
1296.33 feet to a point; Thence S 80 DEGREES 00 MINUTES 00
SECONDS E a distance of 6970.90 feet to a point; Thence S 10
DEGREES 00 MINUTES 00 SECONDS W a distance of 4523.98 feet to a
point; Thence N 80 DEGREES 00 MINUTES 00 SECONDS W a distance of
282.63 feet to a point; Thence S 10 DEGREES 00 MINUTES 00
SECONDS W a distance of 86.32 feet to a point; Thence N 80
DEGREES 00 MINUTES 00 SECONDS W a distance of 3787.75 feet to a
point; Thence S 10 DEGREES 00 MINUTES 00 SECONDS W a distance of
1168.84 feet to a point; Thence S 80 DEGREES 00 MINUTES 00
SECONDS E a distance of 796.62 feet to a point; Thence N 10
DEGREES 00 MINUTES 00 SECONDS E a distance of 303.68 feet to a
point; Thence S 80 DEGREES 00 MINUTES 00 SECONDS E a distance of
3069.41 feet to a point; Thence S 10 DEGREES 00 MINUTES 00
SECONDS W a distance of 5441.06 feet to the place of beginning;
having an area of 4856.454 acres (in gross), more or less, as shown
and depicted on the drawing attached to this Exhibit B and labeled
Attachment to Exhibit B.



 









 





Exhibit C




(Boundary Description of the Pittsburgh Seam South Reserve)




     All of the Pittsburgh seam of coal owned or controlled by Grantor and contained within
that certain real property located in Clay District, Monongalia County, West Virginia being more
particularly bounded and described, to-wit:



Beginning at an iron roof bolt, Corner “C”, which is
Blacksville Mine Coordinate N: 81307.070, E: -10545.920, WGS 84,
LAT. 39 – 41 – 28.99146 N, LONG. 81 – 12 – 06.60707 W (designated as
Point C on the drawing attached to this Exhibit C and labeled
Attachment 1 to Exhibit C); S 10° W 20,100.0 feet to the southeast
corner of the reserve (designated as Point B on those drawings
attached to this Exhibit C and labeled Attachment 1 to Exhibit C and
Attachment 2 to Exhibit C), N 80° W 2,865.31’ to the starting point
(as shown the drawing attached to this Exhibit C and labeled
Attachment 2 to Exhibit C); S 10° W 3,056.00’; N 80° W 1,274.39’; S
10° W 783.81’; S 80° E 1,128.02’; S 10° W 5,968.45’; N 80° W
3,671.68’; N 10° E 1,526.18’; N 80° W 528.55’; N 10° E 483.37’; N
80° W 23.31’ to corner H on south line of Federal 2; N 9° -57’-37” E
7,798.72’ to corner A (deed calls for N. 10 E. 7,799.67’) S 80° E
4,375.34’ to starting point, containing 921.86 acres (both in gross
and net), more or less, as shown on those drawings attached to this
Exhibit C and labeled Attachment 1 to Exhibit C and Attachment 2 to
Exhibit C respectively.



 









 





Exhibit D




(Descriptions and Lists of Parcels within the Pittsburgh Seam North Reserve)




          The legal descriptions of the tracts or parcels of land, mineral tracts, coal tracts or coal
seams contained in the deeds or other instruments identified or referred to in this Exhibit D are
fully incorporated into this exhibit and the deed to which they are attached by reference with the
same effect as if said legal descriptions were set forth herein and therein in their entirety
notwithstanding that metes and bounds descriptions may be provided. In the event a reference prior
conveyance contains the more accurate and complete description than the metes and bounds
description provided, then and in that event, the more accurate referenced description shall
govern.




          The following schedules identify or refer to instruments wherein Grantor, or a predecessor in
title to Grantor, is a party. In some instances, the acreage recited in the attached schedules may
not accurately reflect the actual acreage of the Property included herein, which instances may
include where, for example, a portion or portions of the Property may have been conveyed or
otherwise transferred, or where, for example, an accurate survey of the Property was not made. No
representation or warranty is made as to the acreages included herein.




          The instruments identified or referred to in the attached schedules may include real estate
located in more than one county and in more than one State or Commonwealth.




 









 








Exhibit E




(Descriptions and Lists of Parcels within the Pittsburgh Seam South Reserve)




          The legal descriptions of the tracts or parcels of land, mineral tracts, coal tracts or coal
seams contained in the deeds or other instruments identified or referred to in this Exhibit E are
fully incorporated into this exhibit and the deed to which they are attached by reference with the
same effect as if said legal descriptions were set forth herein and therein in their entirety
notwithstanding that metes and bounds descriptions may be provided. In the event a reference prior
conveyance contains the more accurate and complete description than the metes and bounds
description provided, then and in that event, the more accurate referenced description shall
govern.




          The following schedules identify or refer to instruments wherein Grantor, or a predecessor in
title to Grantor, is a party. In some instances, the acreage recited in the attached schedules may
not accurately reflect the actual acreage of the Property included herein, which instances may
include where, for example, a portion or portions of the Property may have been conveyed or
otherwise transferred, or where, for example, an accurate survey of the Property was not made. No
representation or warranty is made as to the acreages included herein.




 









 








Exhibit C-2

Form of Limited Warranty Deed

Muhlenberg, McLean and Ohio Counties, Kentucky




SPECIAL WARRANTY DEED

([Muhlenberg, McLean or Ohio] County, KY)




     THIS DEED is made and entered into as of the                      day of                     , 2007, by and between
CONSOLIDATION COAL COMPANY, a Delaware corporation with an address of 1800 Washington Road,
Pittsburgh, Pennsylvania 15241, herein referred to as “Grantor” and CNX GAS COMPANY LLC, a
Virginia limited liability company with an address of 5 Penn Center West, Suite 401, Pittsburgh,
Pennsylvania 15276-0102, herein referred to as “Grantee”.



     WITNESSETH: That, for and in consideration of the sum of $                                         , cash in hand
paid, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants, conveys,
assigns and transfers to Grantee, its successors and assigns forever, with covenant of special
warranty, all of its rights, title, interests, claims and estates in and to all seams of coal which
seams of coal are coal reserves and coal resources (the “Coal”) contained within that
certain real property located in [Muhlenberg, McLean or Ohio] County, Kentucky, and described on
the list of tracts and legal descriptions attached hereto as Exhibit A, and as generally
depicted on that certain map attached hereto as Exhibit B (the “Property”), both
of which are incorporated herein by reference and made a part hereof, together with any and all
rights vested in Grantor as of the date hereof to explore, develop, mine, produce, process, store
and transport the Coal, the rights and benefits of any waivers of subjacent, lateral and sublateral
support for overlying strata and the surface overlying the Coal (and any immediately adjacent
surface that would be affected by the angle of draw), all implied mining rights, and the rights and
benefits of any waivers of damages for injuries that might be caused by mining and related
activities, in each case to the extent such waivers are transferable, the right to subside
overlying strata and the surface overlying the Coal (and any immediately adjacent surface that
would be affected by the angle of draw), and the right to use all spaces created by the removal of
the Coal for any purpose, including transportation and storage without charge, to the extent any of
the



 









 




foregoing rights are vested in Grantor as of the date hereof, and all other appurtenant rights
and privileges, easements, and rights-of-way relating thereto (collectively, the “Coal Mining
Rights”).




     The sources of Grantor’s title are set forth in Exhibit A. In the event of any
conflict or inconsistency between Exhibits A and B, Exhibit A shall control.



Reservation of Rights




     Grantor hereby excepts from this conveyance, and reserves unto itself, its successors and
assigns, all rights, title, interests, claims and estates in the Property other than the Coal and
Coal Mining Rights herein expressly conveyed to Grantee. The Coal and Coal Mining Rights hereby
granted, conveyed, assigned and transferred to Grantee are made under and subject to all prior
conveyances by Grantor of coalbed methane, coal mine methane or coal gob methane gas and all
associated and appurtenant rights, easements and operating assets (collectively, “Methane
Rights”) or of oil and natural gas, including that certain unrecorded Master Lease dated August
1, 2005, by and among Consolidation Coal Company, Consol Pennsylvania Coal Company, Reserve Coal
Properties Company, and Southern Ohio Coal Company, as Grantors, and CNX Gas Company LLC, as
Grantee (the “Master Lease”) for Methane Rights; and other leases, licenses, operating
agreements and other contracts and agreements relating to the right or privilege of exploring and
drilling for, operating, producing, marketing and/or selling Methane Rights or oil and natural gas.



Disclaimer of Representations and Warranties




     Grantor does not represent or warrant that it owns all seams of Coal on all of the Property;
rather, the intent of this Deed is to convey to Grantee only the Coal and Coal Mining Rights that
Grantor presently owns pursuant to its instruments of title described on Exhibit A.



     Grantee acknowledges that the Coal and Coal Mining Rights are being sold and accepted “as is”
and “with all faults” in their present condition, without any representation or warranty (express
or implied) of any kind or nature, oral or written, past, present or future, with regard to (a) the
physical, operating, regulatory compliance, safety, or environmental condition of the Property; (b)
mineability, washability, volume, location, quantity, quality, access to or



 









 




recoverability of Coal in, on or under the Property; (c) geological conditions of the Property; or
(d) the accuracy, completeness, content or materiality of any data, information or records
furnished to Grantee in connection with this Deed. Grantee acknowledges that it has made such
investigation and conducted such due diligence of the condition of the Property and the Coal and
Coal Mining Rights as Grantee deems necessary or advisable to consummate the transaction
contemplated in this Deed, and is relying solely upon its own investigation and not upon any
statement or opinion by Grantor.




     Grantee accepts title to the Coal and Coal Mining Rights subject to: (a) all liens for real
estate, ad valorem or other taxes, assessments and governmental charges, whether general or
special, not yet due and payable (and agrees to be solely responsible for payment of all unmined
mineral taxes assessed on the Coal for calendar year 2007), (b) zoning laws, building and use
restrictions, codes and ordinances of any governmental authority, (c) any encumbrances, other
matters 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 and
restrictions, apparent on the Property or shown by instruments known to Grantee or of record, (d)
all matters that an accurate and complete map or survey, inspection and/or title examination would
reveal, (e) the state of compliance or non-compliance of the Property, Coal and Coal Mining Rights
with any laws, codes, ordinances, rules, regulations or private restrictive covenants applicable to
or affecting the Coal and Coal Mining Rights, (f) water, sewage, gas, electric, telephone and cable
lines and other utilities, if any, affecting the Coal and Coal Mining Rights, (g) any prior
conveyance and any leases, licenses, operating agreements and other 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 gob methane gas and all associated and
appurtenant rights, easements and operating assets or of oil and natural gas, including pursuant to
any prior deeds in favor of Grantee and that certain Master Lease, (h) the unrecorded Master
Cooperation Agreement referenced in the Master Lease, and (i) any exceptions set forth in the deeds
listed on Exhibit A which is incorporated herein.



 









 





Grantee’s Covenants




     Grantee (as used in this section, “Grantee” shall include any of Grantee’s affiliates,
successors, and assigns and each of their respective affiliates, successors and assigns) covenants
that it shall provide or cause to be provided to Grantor a monthly written report showing the
number of raw tons (each ton equal to 2000 pounds) of Coal mined and sold (or consumed on or off
the Property, if not sold) from all seams of the Coal on the Property other than the No. 9 seam
(the “Non-9 Coal”), including the average Gross Sales Price of the Non-9 Coal (the
“Monthly Production Report”). The Monthly Production Report (i) shall be delivered to
Grantor on or before the 25th day of each month separately identifying Non-9 Coal mined and sold
(or consumed on or off the Property, if not sold), and sales to, or consumption by, any affiliate
of Grantee during the immediately preceding month, (ii) shall be certified as correct by an officer
or managing member of Grantee, and (iii) shall be subject to reasonable audit by Grantor from time
to time. No later than November 30th of each calendar year, the Grantee shall provide or cause to
be provided to Grantor a written report of Grantee’s good-faith estimate of the tonnage of any
Non-9 Coal projected to be mined during the following calendar year (the “Annual
Estimate”). The Monthly Production Reports and the Annual Estimate shall be sent to CNX Land
Resources, Inc., Supervisor, Leased Mineral Resources, at 1800 Washington Road, Pittsburgh,
Pennsylvania 15241-1405, or such other entity and/or address which the Grantor shall identify to
the Grantee in writing from time-to-time. Grantee shall keep a true and correct record for three
(3) years after the Non-9 Coal has been removed and sold relating to the mining, shipping and
selling of the Non-9 Coal and shall permit Grantor or Grantor’s agents at reasonable times to
examine 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 Non-9 Coal), all
weight slips, sales contracts, invoices sent to third-party customers, shipping records, and all
other relevant documents, records and instruments, during the three-year audit period. For
purposes hereof, the term “Gross Sales Price” shall mean the price for Non-9 Coal sold in
an arm’s length bona fide transaction to a customer not affiliated with Grantee during the
preceding calendar month (a “bona fide Transaction”). If any Non-9 Coal is sold other than
in a bona fide Transaction, or is consumed on or off the premises by Grantee, then the Gross Sales
Price for such Non-9 Coal shall be deemed to be the prevailing market price of Non-9 Coal, F.O.B.
mine, based upon recent



 









 




sales by Grantee of Non-9 Coal in a bona fide Transaction, or, if there are no recent sales of
No-9 Coal in a bona fide Transaction, then based upon recent sales by Grantee of comparable quality
coal in a bona fide Transaction. If all or any portion of Grantee’s estate in the Coal and Coal
Mining Rights are hereafter sold or otherwise transferred or conveyed by Grantee, Grantee shall
provide prompt written notice to Grantor of the name and address of the purchaser/transferee. The
obligations set forth in this paragraph are covenants running with the land and the Grantee, by its
signature hereto, agrees to comply with such obligations, and to cause all of such covenants to be
incorporated in any conveyance of Grantee’s estate, in whole or in part, in the Coal and Coal
Mining Rights.




     The Grantor and Grantee hereby acknowledge and agree that the Grantor would be damaged
irreparably in the event that the Grantee fails to timely deliver or fails to cause the timely
delivery of the Monthly Production Report and/or the Annual Estimate to Grantor in accordance with
the specific terms above. Accordingly, both parties agree that the Grantor shall be entitled to an
injunction, specific performance, or other equitable relief to enforce specifically Grantee’s
covenants and the terms and provisions hereof in an action instituted in the court of general
jurisdiction in the county where the Property is located, in addition to any other remedy to which
the Grantor may be entitled pursuant hereto.



     TO HAVE AND TO HOLD the above-described Coal and Coal Mining Rights together with all of the
rights, privileges and appurtenances thereunto belonging, subject to the reservations, exceptions
and terms, all of that described above, unto Grantee, its successors and assigns forever, with
covenant of special warranty.



     The covenants, conditions, and restrictions contained herein shall be a covenant running with
the land and binding upon the Grantee, its successors and assigns.



Rule Against Perpetuities




     If a court of competent jurisdiction shall hold that the Rule Against Perpetuities or any
similar legal requirement applies to any transfer of an interest contemplated herein, any right to
receive, and obligation to make, such transfer shall terminate on the last day of the period



 









 




allowed for vesting under such rule or other legal requirement, such that the transfer shall
thereby be deemed valid under the rule or legal requirement.




Declaration of Consideration or Value




     As required by KRS 382.135, the Grantor and Grantee hereby certify that the consideration
stated above is the full consideration paid for the Property conveyed herein.



[SIGNATURES ON FOLLOWING PAGE]




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 








[SIGNATURE PAGE]




[[Muhlenberg, McLean or Ohio] County, KY]




     IN WITNESS WHEREOF, Consolidation Coal Company, a Delaware corporation, has caused its
corporate name to be subscribed hereto by      
             
                       , its
                    , by authority duly given.



     WITNESS the following execution:



	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	Consolidation Coal Company	 	 
	 	 	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Its:

	 	 	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





     IN WITNESS WHEREOF, CNX Gas Company LLC, a Virginia limited liability company, has caused its
company name to be subscribed hereto by                                         , its                     ,
by authority duly given.



     WITNESS the following execution:



	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	CNX GAS COMPANY LLC	 	 
	 	 	 	 	 	 	a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Its:

	 	 	 	 	 	Its:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






 









 






[ACKNOWLEDGMENT PAGE 1 OF 2]




COMMONWEALTH OF PENNSYLVANIA,




COUNTY OF ALLEGHENY, TO-WIT:




     
     I, the undersigned notary public, do certify that  
               
    , the          
            of    
                 
Consolidation Coal Company, who signed the writing hereto annexed, bearing date of the                      day of
                    , 2007, has this day in my said county, before me, acknowledged and sworn the same to be the act
and deed of said corporation.




          Given under my hand this                      day of                     , 2007.




      
    My commission expires:         
               
                
               
                          




(NOTARIAL SEAL)




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






 









 





[ACKNOWLEDGMENT PAGE 2 OF 2]




COMMONWEALTH OF PENNSYLVANIA,




COUNTY OF ALLEGHENY, TO-WIT:




          I, the undersigned notary public, do certify that                     , the                     
of [CNX Gas Company LLC], who signed the writing hereto annexed, bearing date of the                      day of                      ,
2007, has this day in my said county, before me, acknowledged and sworn the same to be the act and
deed of said limited liability company.




          Given under my hand this                      day of                     , 2007.




          My
commission expires:           
             
               
              
               
      
       .




(NOTARIAL SEAL)




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






	 	 	 	 	 
	This Deed was Prepared by:

	 	 

Bruce E. Cryder
	 	 
	 

	 	Greenebaum Doll & McDonald PLLC	 	 
	 

	 	300 West Vine Street, Suite 1100	 	 
	 

	 	Lexington, Kentucky 40507	 	 






 









 





Exhibit A




(Description of Property)

(([Muhlenberg, McLean or Ohio] County, KY)




          The legal descriptions of the tracts or parcels of land, mineral tracts, coal tracts or coal
seams contained in the deeds or other instruments identified or referred to in this Exhibit A are
fully incorporated into this exhibit and the deed to which they are attached by reference with the
same effect as if said legal descriptions were set forth herein and therein in their entirety
notwithstanding that metes and bounds descriptions may be provided. In the event a reference prior
conveyance contains the more accurate and complete description than the metes and bounds
description provided, then and in that event, the more accurate referenced description shall
govern.




          The following schedules identify or refer to instruments wherein Grantor, or a predecessor in
title to Grantor, is a party. In some instances, the acreage recited in the attached schedules may
not accurately reflect the actual acreage of the Property included herein, which instances may
include where, for example, a portion or portions of the Property may have been conveyed or
otherwise transferred, or where, for example, an accurate survey of the Property was not made. No
representation or warranty is made as to the acreages included herein.




          The instruments identified or referred to in the attached schedules may include real estate
located in more than one county.




 









 








Exhibit B




Map of the Property

([Muhlenberg, McLean or Ohio] County, KY)




     The attached map depicts real property located in more than one county.



 









 





Exhibit D

Surface Use Agreement




FORM OF

SURFACE ACCESS AGREEMENT




     This Access Agreement (the “Agreement”) dated as of the                      day of                     , 200_,
by and between                                         , a                                          (the “GRANTOR”) and
                                        , a                                         
 (the “GRANTEE”).



     WHEREAS, GRANTOR is the owner of surface property located in                     , County of                     ,
State of                     , as more particularly described on Exhibit “A” attached hereto and
incorporated herein by reference and made a part hereof (the “Property”); and



     WHEREAS, GRANTEE desires to enter upon the Property to perform the following: [insert
selected applicable use(s) for the Property from the following: airshaft(s); bleeder service holes
for compressed air and liquid grout; borehole and drill sites for conducting exploration and
geological test work; road(s); staging area(s); and/or utilities (electric and water) and
pipelines], as more fully described and set forth on Exhibit “B” attached hereto and
incorporated herein by reference and made a part hereof (hereinafter called the
“Activities”); and



     WHEREAS, such Activities shall be conducted on the Property as shown on Exhibit “C”
attached hereto and incorporated herein.



     THEREFORE, in consideration of the agreements herein, for good and valuable consideration the
sufficiency and adequacy of which is acknowledged, and intending to be legally bound, the parties
agree as follows



     1. Recitals. The above-mentioned recitals are incorporated herein by reference and
made a part hereof.



     2. Scope of Access.



          A. Grant. GRANTOR hereby grants to GRANTEE, during the term, the non-exclusive right to
access the Property for the sole and limited purpose of conducting the Activities, all at GRANTEE’S
sole risk and expense.




 









 








          B. Grantor’s Access. GRANTOR reserves the right to access and use the Property and to permit
others to do so, and GRANTEE’S Activities shall not unreasonably interfere with such use.




          C. Exceptions. GRANTEE’S right of entry and use of the Property hereby granted is made
subject and subordinate to all reservations, restrictions and conditions contained or referred to
in prior deeds, leases, licenses, easements, rights of way, encumbrances, pledges, instruments, and
other documents of title granted by GRANTOR and its predecessors to third parties that affect or
pertain to the Property as of the date of this Agreement.




          D. Condition. By entering non-exclusive possession of the Property, GRANTEE shall be deemed
to have inspected the Property and accepted the Property “AS IS” with no representation or warranty
by GRANTOR of any kind whatsoever, express or implied, including, but not limited to, its
suitability for the Activities.




     3. Consideration. In consideration of the rights to GRANTEE conveyed herein, GRANTEE
shall pay GRANTOR an amount equal to                                          Dollars ($                    ), which
amount shall immediately become due upon execution of this Agreement.



     4. Term. The term of this Agreement shall run from the date hereof through
                    , subject to early termination for default.



     5. Control of Activities. During the performance of the Activities, GRANTEE, its
employees, agents and/or contractors shall follow all applicable health and safety requirements.
GRANTOR and/or its representative shall have the right but not the obligation to impose reasonable
rules concerning the Activities and inspect the Activities. Notwithstanding the foregoing rights
of GRANTOR, GRANTEE shall be responsible for initiating, maintaining, implementing and supervising
all health, safety and environmental precautions, rules and programs in connection with the
Activities and its presence on the Property. GRANTEE shall supervise and direct all Activities,
using its best skill and attention, and GRANTEE shall be solely responsible for and have control
over the means, methods, techniques, sequences and procedures of the Activities. GRANTOR disclaims
any right to control GRANTEE’S manner of performance of the Activities. GRANTEE has the sole
obligation to provide all necessary protection and supervision to regulate, control and maintain
the safety of persons and property associated with the Activities.



 









 





     6. Security. GRANTEE shall be responsible for its and all GRANTEE PARTIES security,
including the security of all GRANTEE’S and GRANTEE PARTIES’ (as hereinafter defined) property
brought onto, located at, or constructed in or upon the Property.



     7. Compliance with Laws. Grantee agrees to conduct its Activities in compliance with
any and all applicable laws, including without limitation, all provisions of any constitution,
statute, law, rule, regulation, decision, order, decree, judgment, release, license, permit,
stipulation or other official pronouncement enacted, promulgated, or issued by any governmental
authority, including any legislative, executive, judicial, quasi-judicial or other public
authority, agency, department, bureau, division, unit, court or other public body, person or entity
or arbitrator or arbitration panel (collectively "Applicable Law”). The obligations under
this Paragraph 7 shall survive the expiration or termination of this Agreement. GRANTEE makes the
anti-terrorism disclosure set forth on Exhibit “D” attached hereto and incorporated herein.



     8. Prohibited Activities. GRANTEE shall not permit animals, alcohol, drugs, firearms,
hunting or any illegal or unlawful activity of any kind on the Property in association with the
Activities. GRANTEE shall not dump or dispose of any coal mining or coal processing waste or
refuse on any portion of the Property. GRANTEE shall not permit any activity to be conducted on
the Property except as otherwise specifically permitted in Paragraph 2 of this Agreement,
including, but not limited to, no activity that might be implied under common law based upon
GRANTEE’s ownership of mineral interests associated with the Property, and no activity unrelated to
GRANTEE’S mining. Additionally, this Agreement, by the terms set forth herein, does not provide
any subsidence rights to GRANTEE.



     9. Alterations. GRANTEE shall not alter, change or modify the Property in any way
other than would normally occur in the performance of the Activities. In the event of any
alteration, change, damage, destruction, and/or modification of the Property that occurs that would
not normally occur in the performance of the Activities, GRANTEE will immediately give written
notice thereof to GRANTOR, which notice shall specifically describe the nature and extent of such
alteration, change, modification, damage or destruction of the Property. If GRANTEE does not
restore the damaged Property in accord with Paragraph 7 within a reasonable period, GRANTOR shall
have the right, but not the obligation, upon reasonable notice to GRANTEE, to enter the Property
and restore the damaged Property to the same condition or to a better condition as existed prior to
such damage.



     10. Restoration. In the event of (i) any alteration, change and/or modification of
the Property that occurs that would not normally occur in the performance of the Activities, (ii)
any damage



 









 




to or destruction of any part of the Property as a result of any Activities, or (iii) any
damage to or destruction of any part of the Property as a result of a default under this Agreement,
GRANTEE shall promptly restore the Property in all material respects as near as practicable to the
same condition or to a better condition as existed prior to such damage. The obligations under
this Paragraph 10 shall survive the expiration or termination of this Agreement.




     11. Reclamation. Provided the same is made necessary due to GRANTEE’s Activities, the
Property shall be reclaimed by GRANTEE immediately after the Activities. Reclamation shall be
conducted in accordance with any and all Applicable Laws. GRANTEE shall regrade all existing
roads, as necessary, to restore said roads in all material respects as near as practicable to the
condition prior to GRANTEE’s use. Upon completion of reclamation, GRANTEE promptly shall remove
all materials from the Property that it or its contractors, subcontractors, agents and employees
may have placed upon the Property.



     12. Assumption of Risk. GRANTEE fully understand that there are potential risks and
hazards associated with and as the result of its performance of the Activities, including, but not
limited to, possible injury, damage or loss of life. Despite the potential risks and hazards
associated with and as the result of its performance of the Activities, GRANTEE, knowingly and
voluntarily accepts and assumes all risks and hazards that may arise from its performance of the
Activities under this Agreement and that could result in loss, illness, personal injury, death, or
property damage, except for any such loss, illness, personal injury, death or property damage
caused by the gross negligence or willful misconduct of GRANTOR. GRANTEE hereby waives, releases,
discharges and holds harmless GRANTOR, and its officers, directors, employees, representatives,
agents, (collectively, the “Releasees”), from any and all liability and responsibility
whatsoever, however caused, for any and all damages, claims, or causes of action that GRANTEE, or
its respective estates, heirs, administrators, executors, successors or assigns may have for any
loss, illness, personal injury, death, or property damage arising out of, connected with, or in any
manner pertaining to its performance of the Activities, except for any such loss, illness, personal
injury, death or property damage caused by the gross negligence or willful misconduct of GRANTOR,
which any of GRANTEE’S employees, agents, servants, independent contractors and/or any third
parties may sustain.



     13. Default. In the event GRANTEE fails in any respect to comply with the terms of
this Agreement, GRANTOR may notify GRANTEE in writing of such default. If GRANTEE fails to remedy
the default within thirty (30) days thereafter, GRANTOR may terminate this Agreement; provided,
however, that if the default by its nature cannot be reasonably cured within said thirty (30)-day
period,



 









 




then GRANTEE shall not be in default hereunder if GRANTEE commences to cure the default within
said thirty (30)-day period and thereafter diligently proceeds to cure and does cure the default.
All of GRANTEE’S obligations regarding indemnification and restoration shall survive expiration or
termination of this Agreement.




     14. Force Majeure. The term of this Agreement may be extended for all “force majeure
events. A force majeure event shall mean the following events: acts of God, natural disaster,
strikes, lockouts, other industrial disturbances, acts of the public enemy, unavailability of
equipment, labor, or materials at reasonable costs, inability to obtain access to drill site
locations from surface owners, interruptions in delivery or transportation services, civil
disturbances, orders or restraints of government, matters in arbitration and litigation, or war.
If a party hereto is unable to fully and timely perform all of its duties and obligations under
this Agreement (exclusive of any payment obligations hereunder which shall not be subject to any
force majeure events and must be fully and timely performed as provided herein) because of a force
majeure event, the party shall give prompt written notice thereof to the other party, which notice
shall include, at a minimum, a full description of the force majeure event, an estimate of the
probable duration of the force majeure event, and a description of the steps the party is taking to
eliminate such event. Upon delivery of the aforementioned notice, the party’s obligations shall be
suspended for the duration of the force majeure event. If, however, the GRANTEE fails to perform
any material duties and obligation due to any single force majeure event other than governmental
order or restraint, natural disaster, or war for a period greater than six (6) months, or if the
sum of the duration of all force majeure events exceeds 24 months, then GRANTOR shall have the
right to terminate this Agreement upon 15 days’ prior written notice to GRANTEE.



     15. Indemnity. GRANTEE hereby agrees to indemnify, defend and hold harmless and shall
reimburse GRANTOR and its parent companies, subsidiaries and affiliates and its and their
respective shareholders, officers, members, employees, agents, contractors, successors and assigns
(collectively “GRANTOR PARTIES”) from and against any and all loss, claim, liability,
damage, order, penalty, fine, demand injury, cost, expense, action, lien, mechanic’s lien, or cause
of action, of whatsoever kind, whether foreseeable or unforeseeable, (including without limitation,
all costs associated with claims for injury or damages to persons, any sickness, illness and death,
destruction to or loss of property of any kind property, or to the Property, and reasonable
attorney’s fees, expert’s fees and court costs) (collectively “CLAIMS”) sustained by any
GRANTOR PARTIES, GRANTEE or its shareholders, officers, members, employees, agents, contractors,
successors and assigns (collectively “GRANTEE PARTIES”), or any other person or entity
arising out of: (i) any GRANTEE PARTIES’ performance of the Activities and rights herein granted
and/or presence at the Property, and/or (ii) any GRANTEE



 









 




PARTIES’ default under this Agreement or out of any act or omission of any GRANTEE PARTIES
except if such Claims are caused by the sole negligence of GRANTOR, (iii) any release, threatened
release, or presence of any hazardous substance in, on or about the Property caused by any GRANTEE
PARTIES, including, without limitation, all costs of removal and disposal of such hazardous
substance and any and all other reclamation and remediation costs, and/or any restoration costs
incurred by the GRANTOR. The rights set forth in this Paragraph 15 shall be in addition to any
other rights GRANTOR may have under any Applicable Laws, as hereinafter defined, and shall not be
construed to negate or abridge or otherwise reduce any right of GRANTOR or obligation of GRANTEE
which would otherwise exist. The obligation and rights under this Paragraph 15 shall survive the
expiration or termination of this Agreement.




     16. Independent Contractor. GRANTEE is an independent contractor and not an employee,
agent and/or servant of GRANTOR.



     17. Adverse Lands. This Agreement grants no rights of any kind to GRANTEE to enter
(i) upon lands owned or controlled by GRANTOR other than the Property, and/or (ii) upon lands not
owned or controlled by GRANTOR.



     18. Surrender. Upon the expiration or earlier termination of this Agreement, GRANTEE
shall remove all improvements and fixtures which GRANTEE made to the Property and shall remove any
and all vehicles, equipment, personal property and belongings from the Property and repair at
GRANTEE’S sole cost any damage thereto as the result of the removal of said property.



     19. Insurance. Prior to conducting any Activities, GRANTEE agrees to provide and to
cause any and all of its agents, servants, employees, contractors or subcontractors who will be
entering the Property to provide evidence to GRANTOR and to maintain during the term, insurance in
the amounts, by companies and in form reasonably acceptable to GRANTOR, including the insurance
coverages, amounts and requirements set forth on Exhibit “E” attached hereto and made a
part hereof, including without limitation, commercial general liability, worker’s compensation,
employer’s liability, automobile liability and excess or umbrella liability. All of the above
insurances shall (i) include a waiver of subrogation against GRANTOR, (ii) be occurrence based, and
(iii) be from a reputable insurance company with a minimum financial rating from A.M. Best of A–,
VII. Each insurance policy shall be primary, and non-contributory. GRANTEE shall provide GRANTOR
with an endorsement to each policy (other than worker’s compensation) naming GRANTOR and its
affiliates, and its officers and directors as



 









 




additional insured/loss payee, as applicable. All policies and endorsements and applicable
certificates shall provide for thirty (30) days written notice to GRANTOR prior to cancellation or
any change.




     20. Entire Agreement. This Agreement contains the entire agreement of the parties and
supersedes all prior agreements and negotiations concerning the subject matter hereof between them.
There are no representations or warranties, express or implied, other than those expressly set
forth herein.



     21. Waiver/Modification. No waiver or modification of any of the terms hereof shall
be valid unless in writing and signed by both parties and no waiver or any breach hereof or default
hereunder shall be deemed a waiver of any subsequent default of the same or similar nature.



     22. No Assignment. This Agreement shall be binding and shall inure to the benefit of
the parties hereto and their respective permitted successors and assigns. The rights granted to
GRANTEE under this Agreement are not assignable without GRANTOR’S prior written consent, which
consent may be withheld in GRANTOR’S sole discretion. Any transfer, assignment, license or
encumbrance made in violation of this provision may be voidable at GRANTOR’S election.



     23. Recording. This Agreement shall not be recorded; provided, however, a memorandum
of this Agreement may be recorded by either party



     24. Notices. Except as otherwise set forth herein, any notice, demand, offer, or
other written instrument required or permitted to be given, made, or sent under this Agreement
shall be in writing, signed by the party giving or making the same, and shall be sent by certified
mail, or national overnight courier, to the other party at its mailing address first written above,
or to such other address(es) designed by the other party. The date of mailing of any offer,
demand, notice, or instrument shall be deemed to be the date of such offer, demand, notice, or
instrument and shall be effective from such date.



     25. Severability. If any part of this Agreement should be held to be void or
unenforceable, such part shall be treated as severable, leaving valid the remainder of this
Agreement notwithstanding the part or parts found void or unenforceable.



     26. Applicable Laws. This Agreement shall be construed in accordance with the laws of
the state where the Property is located without reference to its choice of laws principles.



     27. Counterparts. This Agreement may be executed in one or more counterparts, all of
which together shall constitute only one Agreement.



 









 





     28. No Third Party Beneficiary. The respective agreements herein set forth are for
the benefit only of the parties hereto, their permitted successors and assigns, and no provision of
this Agreement is intended to benefit, nor shall any such provision be enforceable by, any person
or entity other than the parties hereto and their respective permitted successors in interest and
assigns.



Remainder of Page Intentionally Blank – Signature Page Follows




 









 








Signature Page 1 of 1 to Surface Access Agreement




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	 	 	[GRANTOR]:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	 	 	[GRANTEE]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





List of Exhibits:




Exhibit “A” – Legal Description of Property

Exhibit “B” — Description of Activities

Exhibit “C” — Location of Activities on Property

Exhibit “D” – Anti-Terrorism Disclosure

Exhibit “E” — Insurance Coverages and Limits




 









 





Acknowledgement Page 1 of 1 to Surface Access Agreement




	 	 	 	 	 	 	 
	Commonwealth of Pennsylvania

	 	:	 	 	 	 
	 

	 	:
	 	ss.
	 	 
	County of Allegheny

	 	:	 	 	 	 






     On this, the                      day of                                         , 2007 before me the
undersigned officer,
personally appeared                                         , who acknowledged himself/herself to be the
            
            
             
    of [GRANTOR], a     
              
             
         , and that he/she as such
                                        , being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation by himself/herself as
                                        .



     IN WITNESS WHEREOF, I hereunto set my hand and official seal.



	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






	 	 	 	 	 	 	 
	Commonwealth of Pennsylvania

	 	:	 	 	 	 
	 
	County of Allegheny

	 	:

:
	 	ss.
	 	 






     On this, the                      day of                                         , 2007 before me the
undersigned officer,
personally appeared                                         , who acknowledged himself/herself to be the
              
              
           
  of [GRANTEE], a      
             
            
          , and that he/she as such
             
             
              , being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation by himself/herself as
                                        .



     In witness whereof, I hereunto set my hand and official seal.



	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






 









 






Exhibit D




1. Anti-Terrorism Disclosure





	 	(a)	 	GRANTEE certifies that:






	 	(i)	 	GRANTEE is not in violation of any Anti-Terrorism Law (as hereinafter defined);
	 
	 	(ii)	 	GRANTEE is not, as of the date hereof:






	 	(1)	 	conducting any business or engaging in any transaction or dealing with any
Prohibited Person (as hereinafter defined), including the making or receiving of any
contribution of funds, goods or services to or for the benefit of any Prohibited
Person;
	 
	 	(2)	 	dealing in, or otherwise engaging in any transaction relating to, any
property or interests in property blocked pursuant to Executive Order No. 13224 (as
hereinafter defined); or






	 	(iii)	 	engaging in or conspiring to engage in any transaction that evades or avoids, or
has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set
forth in, any Anti-Terrorism Law; and
	 
	 	(iv)	 	neither GRANTEE nor any of its officers, directors, shareholders or members, as
applicable, is a Prohibited Person.






	 	(b)	 	GRANTEE hereby agrees to defend, indemnify, and hold harmless GRANTOR from and against any
and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees and
costs) arising from or related to any breach of the foregoing certification.
	 
	 	(c)	 	If at any time any of these representations becomes false, then it shall be considered a
material default under this Lease.





     As used herein, “Anti-Terrorism Law” is defined as any law relating to terrorism,
anti-terrorism, money-laundering or anti-money laundering activities, including without limitation
the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986,
Executive Order No. 13224, and Title 3 of the USA Patriot Act (as hereinafter defined), and any
regulations promulgated under any of them. As used herein “Executive Order No. 13224” is
defined as Executive Order No. 13224 on Terrorist Financing effective September 24, 2001, and
relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism,” as may be amended from time to time. “Prohibited Person” is
defined as (i) a person or entity that is listed in the Annex to Executive Order No. 13224, or a
person or entity owned or controlled by an entity that is listed in the Annex to Executive Order
No. 13224; (ii) a person or entity with whom GRANTOR is prohibited from dealing or otherwise
engaging in any transaction by any Anti-Terrorism Law; or (iii) a person or entity that is named as
a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website,
http://www.treas.gov/ofac/t11sdn.pdf or at any replacement website or other official publication of
such list. “USA Patriot Act” is defined as the “Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001” (Public Law
107-56), as may be amended from time to time.



 









 





Exhibit E

Map and List of Surface Property




See attached map and list.