Asset Purchase Agreement

Exhibit 10.8

Execution Version

Asset Purchase Agreement

BETWEEN

Eastern Associated Coal, LLC

Buyer

and

CNX Gas Company LLC

Seller

Dated as of April 1, 2007

TABLE OF CONTENTS

		Page
Recitals			1
Agreements			1
ARTICLE I. Definitions			1
1.1 Defined Terms			1
1.2 Other Definitions			6
1.3 Rules of Construction			7
ARTICLE II. Sale and Purchase			8
2.1 Sale and Purchase of Assets			8
2.2 Purchase Price			10
2.3 Assumed and Excluded Liabilities			10
ARTICLE III. Actions Prior to Closing			11
3.1 Allocated Values; Post-Closing Allocations			11
3.2 Updated Schedules and Exhibits			11
3.3 Taxpayer Identification Numbers			11
3.4 Consents			11
3.5 Asset Due Diligence			11
ARTICLE IV. Closing			13
4.1 Closing			13
4.2 Buyer’s Closing Deliveries			13
4.3 Seller Closing Deliveries			13
4.4 Transfer Documents			13
4.5 Other Transfer Documents			14
ARTICLE V. Transfer Period Covenants			14
5.1 Transfer Period			14
5.2 Further Assurances			14
5.3 Obtaining Consents and Delivery of Notices			15
5.4 Governmental Filings			15
5.5 Recording Fees, Transfer Taxes and Similar Costs			16
ARTICLE VI. Seller’s Representations and Warranties			16
6.1 Organization and Standing			16
6.2 Power			16
6.3 Authorization and Enforceability			16
6.4 Liability for Brokers’ Fees			16
6.5 Alien Status			16
6.6 Litigation			16
6.7 Orders			17

		Page
6.8 Rentals and Royalties			17
6.9 No Conflicts			17
6.10 Compliance with Laws			17
6.11 Environmental Conditions			18
6.12 Taxes			18
6.13 Regulatory Approvals			18
6.14 Limited Title Warranty as to Assets			19
6.15 Material Contracts			19
6.16 Employees			19
6.17 No Material Adverse Change			19
6.18 Undisclosed Material Liabilities			20
6.19 Insurance			20
6.20 Intellectual Property			20
6.21 Disclosure			20
6.22 Effectiveness of Representations and Warranties			20
ARTICLE VII. Buyer’s Representations and Warranties			21
7.1 Organization and Standing			21
7.2 Power			21
7.3 Authorization and Enforceability			21
7.4 Liability for Brokers’ Fees			21
7.5 Alien Status			21
7.6 Litigation			21
7.7 Orders			21
7.8 No Conflicts			21
7.9 Regulatory Approvals			22
7.10 Buyer Due Diligence			22
7.11 Disclosure			22
7.12 Effectiveness of Representations and Warranties			22
ARTICLE VIII. Other Covenants			22
8.1 Certain Affirmative Covenants of Seller			22
8.2 Certain Negative Covenants of Seller			23
8.3 Confidentiality and Publicity			24
8.4 DISCLAIMERS			25
ARTICLE IX. Conditions Precedent			25
9.1 Conditions to Seller’s Obligations			25
9.2 Conditions to Buyer’s Obligations			26
ARTICLE X. Termination, Effect of Termination and Specific Performance			27
10.1 Termination			27
10.2 Effect of Termination			28
10.3 Specific Performance			28

		Page
ARTICLE XI. Indemnification			28
11.1 Indemnification by Buyer			28
11.2 Indemnification by Seller			29
11.3 Procedure for Certain Indemnified Claims			29
11.4 Determination of Indemnification Amounts and Related Matters			30
11.5 Time and Manner of Certain Claims			30
11.6 Other Indemnification			31
11.7 Exclusivity			31
ARTICLE XII. Miscellaneous Provisions			31
12.1 Data and Information Review			31
12.2 Expenses			31
12.3 Brokers			31
12.4 Waivers			32
12.5 Notices			32
12.6 Entire Agreement; Prior Representations; Amendments; No Merger			33
12.7 Jurisdiction			33
12.8 WAIVER OF JURY TRIAL			33
12.9 Binding Effect; Benefits			34
12.10 Headings, Exhibits and Schedules			34
12.11 Counterparts			34
12.12 GOVERNING LAW			34
12.13 Severability			34
12.14 Third Persons; Joint Ventures			34
12.15 Construction			34
12.16 Attorneys’ Fees			35
12.17 Risk of Loss			35
12.18 Tax Consequences			35
12.19 Commercially Reasonable Efforts			35
12.20 Time			35
12.21 Surface Use Agreements			35
12.22 Rule Against Perpetuities			36
List of Exhibits and Schedules			38

Asset Purchase Agreement

     THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into on June 20, 2007, but effective as of April 1, 2007, between Eastern Associated Coal, LLC (“Eastern” or “Buyer”), a Delaware limited liability company, whose principal place of business is located at 701 Market Street, St. Louis, Missouri 63101, and CNX Gas Company LLC ( “Seller”), a Virginia limited liability company whose principal place of business is located at 5 Penn Center West, Suite 401, Pittsburgh, Pennsylvania 15276.

Recitals

     A. Seller owns, leases, controls, or claims certain rights, title, estates, and interests in various Oil and Gas assets as more fully described in Section 2.1(c) hereof (the “Assets”).

     B. Seller has agreed to assign, convey, sell, and transfer to Buyer, and Buyer has agreed to purchase and assume all of Seller’s rights, titles, interests, estates, duties and obligations in, to, under or derived from, the Assets on the terms and subject to the conditions set forth in this Agreement.

Agreements

     In consideration of the mutual covenants and promises set forth in this Agreement, Buyer and Seller agree as follows:

ARTICLE I.
Definitions

     1.1 Defined Terms . In addition to terms defined elsewhere in this Agreement, the following terms with initial capital letters, when used in this Agreement, shall have the meanings set forth below:

     “Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person, with “control” for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

     “Applicable Program” means a domestic, international or foreign renewable or alternative energy, emissions reduction or emissions quantification, certification or reporting program, scheme, organization or Legal Requirement, adopted by a Governmental Authority or otherwise, or other similar program, public or private, with respect to which exists a market of any size, a registry or a reporting system for or with respect to ERCs or attributes of ERCs. Without limiting the generality of the foregoing, Applicable Program includes any legislation introduced into the U.S. Congress between 2000 and the date of this Agreement, whether or not enacted, as well as any current, or future legislation or regulation concerned with renewable energy, alternative energy, carbon or carbon-equivalents, greenhouse gases, or any actions that

would result in or be recognized as “early action” under such programs, or any Legal Requirement involving or administered by any Governmental Authority, GIS or any other entity, public or private, that may or does certify the generation of an ERC under any present or future domestic, international, or foreign ERC or other emissions trading program.

     “Bonds” means the surety, performance, reclamation, and other bonds issued in favor of, on behalf of, or in the name of Seller or its Affiliates in connection with the Assets or the Permits.

     “Burdens on Production” means annual and other rentals, advance royalties, bonus, option and similar payment obligations, royalties, overriding royalties, net profit or carried interests, and other payment obligations, encumbrances, charges, and expenses that burden the Oil and Gas Interests, other than any of the foregoing in favor of Seller or any Affiliate of Seller.

     “Business Day” means any day other than a Saturday or Sunday or a day on which banks in St. Louis, Missouri, are authorized or required to be closed.

     “CBM” means all occluded coal bed methane gas and all associated natural gas and other hydrocarbons of whatever quality or quantity normally within, produced, or emitted from a coal seam or any related, associated superincumbent or adjacent rock material or strata.

     “Closing Date” means the date on which the Closing occurs.

     “Closing Deliveries” means the documents and instruments described in Sections 4.2 and 4.3.

     “Closing Time” means 11:59 P.M. Central Daylight Time on the Closing Date.

     “CMM” means coal mine methane and gob gas from inactive or sealed areas which is liberated and accumulates within a fractured collapsed zone, mine void, or mine workings resulting from all forms of mining.

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

     “CONSOL Parties” means CONSOL Energy, Inc. and any of its Affiliates who are predecessors in title to Seller with respect to the Assets.

     “Contract” means any written agreement, contract, mortgage, deed of trust, bond, indenture, lease, license, note, joint operating agreement, division order, crude oil or gas sales or purchase contract, gathering, transportation or marketing agreement, easement, right-of-way, surface use or access agreement, certificate, option, warrant, right or other instrument, document, obligation or agreement, and any ratifications or amendments to any of the foregoing, which relate to the Assets or Seller’s right to conduct Oil and Gas operations on or with respect to any Asset.

     “Effective Time” means 12:00 A.M. Central Standard Time on Sunday, April 1, 2007.

     “Environmental Law” means any Legal Requirement whether now or hereafter in effect concerning human health, safety, welfare or the environment, including Legal Requirements relating to emissions, discharges, releases or threatened releases of Hazardous Substances into the environment, air (including both ambient and within buildings and other structures), surface water, ground water or land or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, presence, disposal, transport or handling of Hazardous Substances, including but not limited to the following statutes: the Clean Air Act, 42 U.S.C.A. §§ 7401 et seq.; the Clean Water Act, 33 U.S.C.A. §§ 1251 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. (“RCRA”); the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq. (“CERCLA”); the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Chapter 116; the Safe Drinking Water Act, 42 U.S.C. §§ 300h et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601-2692 (“TSCA”); the Surface Mining Control and Reclamation Act, 30 U.S.C. §§ 1201 et seq.; and any similar state or local law relating to any of the foregoing; and any state law regulating oil and gas exploration and production.

     “ERCs” mean any and all aspects, claims, characteristics or benefits related to the production, use, capture, flaring, burning, fueling, storage or sequestration of CBM and CMM produced from the lands containing the Oil and Gas Interests that are capable of being measured, verified or calculated, and which can produce credits, benefits, offsets, reductions, or allowances, howsoever entitled, or are otherwise capable of being recognized under an Applicable Program. Without limiting the generality of the foregoing, ERCs include those environmental or greenhouse gas emission reduction credits or allowances based on the production, sale, use or flaring of CBM or CMM produced from the lands containing the Oil and Gas Interests in lieu of venting such CBM or CMM to the atmosphere or otherwise disposing of or using such gases, resulting in the voluntary reduction in emissions to levels of control recognized by an Applicable Program. ERCs also include any action relating to CBM or CMM produced from the lands containing the Oil and Gas Interests that would be recognized as beneficial or of value in the event that any Governmental Authority imposes any tax, levy surcharge or other imposition on emissions of air pollutants, including greenhouse gases, or on products or services that are related to such emissions, including, without limitation, any “carbon tax.”

     “GAAP” means generally accepted accounting principles in the United States, consistently applied, including the statements and interpretations of the U.S. Financial Accounting Standards Board, consistently applied.

     “GIS” means a generation information system, generation attribute tracking system or other system that records generation from renewable or alternative energy or energy with other beneficial attributes in any particular geographic region, such as WREGIS, NEPOOL, GIS, ERCOT, PJM, M-RETS, or, if applicable, an Independent System Operator or a Regional Transmission Organization.

     “Governmental Authority” means: (a) the United States of America; (b) any state, commonwealth, territory or possession of the United States of America and any political subdivision thereof (including counties, municipalities, provinces, parishes and the like); (c) any Native American or Tribal entity; and (d) any court, quasi-governmental authority, tribunal,

department, commission, board, bureau, agency, authority or instrumentality of any of the foregoing.

     “Hazardous Substances” means: (a) any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive or otherwise hazardous substance, waste or material; (b) any “hazardous waste” as defined by RCRA; (c) any “hazardous substance” as defined by CERCLA; (d) any substance regulated by the TSCA; (e) asbestos or asbestos-containing material of any kind or character; (f) polychlorinated biphenyls; (g) any substances regulated under the provisions of Subtitle I of RCRA relating to underground storage tanks; (h) any substance the presence, use, treatment, storage or disposal of which is prohibited by or regulated under any Legal Requirement; and (i) any other substance which by any Legal Requirement requires special handling, reporting or notification of or to any Governmental Authority in its collection, storage, use, treatment, presence or disposal.

     “Judgment” means any judgment, judicial decision, writ, order, injunction, award or decree of or by any Governmental Authority.

     “Knowledge” means the actual knowledge of the persons as specified in Schedule 1.1a ; provided that no person specified on Schedule 1.1a shall have any personal liability or obligation hereunder.

     “Legal Requirement” means applicable common law and any statute, ordinance, code, law, rule, regulation, order, technical or other written standard, requirement or procedure enacted, adopted, promulgated, applied or followed by, or any agreement entered into by, any Governmental Authority, including any Judgment.

     “Lien” means, with respect to any Asset, any security agreement, financing statement filed with any Governmental Authority, conditional sale agreement, capital lease or other title retention agreement relating to such Asset, any lease, consignment or bailment given for purposes of security, any right of first refusal, equitable interest, lien, mortgage, indenture, pledge, option, charge, encumbrance, adverse interest, constructive trust or other trust, claim, attachment, exception to or defect in title or other ownership interest (including reservations, rights of entry, possibilities of reverter, encroachments, easements, rights-of-way, restrictive covenants, leases and licenses) of any kind, which otherwise constitutes an interest in or claim against Seller’s title to such Asset, whether arising pursuant to any Legal Requirement, Contract or otherwise.

     “Litigation” means any action, suit, proceeding, arbitration, investigation, hearing or other activity or procedure that could result in a Judgment, and any notice of any of the foregoing.

     “Losses” means any claims, losses, liabilities, damages, Liens, penalties, costs and expenses, including interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts and the reasonable cost to any Person making a claim or seeking indemnification under this Agreement with respect to funds expended by such Person by reason of the occurrence of any event with respect to which

indemnification is sought, but shall in no event include special, incidental or consequential damages or lost profits.

     “Material Contracts” means all Contracts designated by Seller as material on Schedule 2.1(c)(ii) .

     “Oil and Gas” means oil and gas, and other liquid or gaseous hydrocarbons, including condensate and other substances produced therewith.

     “Order” means any award, decision, injunction, Judgment, order, decree, ruling, subpoena, or verdict entered, issued, made or rendered by any arbitrator, court or other Governmental Authority.

     “Party” and “Parties” means either Seller or Buyer, or both collectively.

     “Permit” means any approval, license, consent, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement.

     “Permitted Lien” means with respect to any Asset, or the Assets, as the context requires: (a) any Lien securing Taxes, assessments and governmental charges not yet due and payable or being contested in good faith (and for which adequate accruals or reserves have been established); (b) any customary zoning law or ordinance or any similar Legal Requirement; (c) any customary right reserved to any Governmental Authority to regulate the affected Asset or Assets; (d) any Lien (other than Liens securing indebtedness or arising out of the obligation to pay money) which does not and shall not individually or in the aggregate with one or more other Liens materially interfere with the right or ability to own, use, enjoy, produce, mine, or operate the Assets, or to convey good title to the same, or materially detract from their value; (e) any inchoate materialmen’s, mechanic’s, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business relating to the Assets; (f) the reservations, reverters and other rights granted or reserved herein or in the Transfer Documents; (g) any joint operating agreement, crude oil or gas sales or purchase agreement, division order, or other Contract disclosed on Schedule 2.1(c)(ii) hereto; (h) easements, conditions, covenants, restrictions, servitudes, permits, rights-of-way, surface leases, existing deed or water rights restrictions, historic preservation restrictions and ordinances, building restrictions and ordinances, zoning, planning and land use restrictions, and other rights and interests for the purpose of surface operations, roads, railways, pipelines, transmission and transportation lines and other like uses, or for the common use of real estate, rights-of-way, facilities and equipment; (i) any Third Party Consents which are obtained and are in force and effect on the Closing Date; (j) all rights to consent by, required notices to, filings with, or other actions by Governmental Authorities in connection with the sale and conveyance of an Asset if the same are customarily sought subsequent to such sale and conveyance; (k) any Liens that Seller shows by affirmative evidence are to be released at Closing; (l) defects in the early chain of title consisting of mere failure to recite marital status in a document or omissions of successors of heirship proceedings, unless Buyer provides affirmative evidence that such failure or omission has resulted in another Person’s actual and superior claims of title to the relevant Asset; (m) defects that have been cured by possession

under applicable statutes of limitation for adverse possession or for prescription; (n) defects based solely on lack of information in Seller’s files; and (o) all Burdens on Production of which Buyer or any successor or assign has actual notice (as set forth on Schedule 1.1b ) or record notice; provided that “Permitted Liens” shall not include any Lien securing any debt, encumbrance or monetary claim, or any pledge, deed of trust, mortgage, security interest or similar lien, caused created or allowed by Seller or its Affiliates, which could prevent or interfere with the conduct of the business of the Buyer. Classification of any Lien as a “Permitted Lien” shall not affect any liability which Seller may otherwise have under this Agreement, including any indemnity obligation under this Agreement.

     “Person” means any human being, Governmental Authority, corporation, limited liability company, general or limited partnership, joint venture, trust, association or unincorporated entity of any kind.

     “Prime Rate” means the prime rate of interest, as announced from time to time, of The Bank of New York in New York City.

     “Taxes” means all levies and assessments of any kind or nature imposed by any Governmental Authority, including all income, sales, use, ad valorem , value added, franchise, severance, production, net or gross proceeds, withholding, payroll, employment, F.I.C.A., excise or property taxes, levies, production, and any other payment required to be made to any state abandoned property administrator or other public official pursuant to an abandoned property, escheat or similar law, together with any interest thereon and any penalties, additions to tax or additional amounts applicable thereto.

     “Third Party Consents” means certain rights of consent to transfer, termination, amendment, acceleration, suspension, revocation, or cancellation held by third Persons which are or may be exercisable by such Persons by reason of the execution and delivery of this Agreement by Seller or the consummation of the transaction contemplated hereby, and specified in Schedule 1.1c ; provided, however, that the term “Third Party Consents” shall not include Transfer Approvals.

     “Transfer Approvals” means the approvals and consents of a Governmental Authority specified on Schedule 1.1d .

     “Transfer Documents” means the instruments and documents described in Section 5.1 which are to be executed and delivered by or on behalf of Seller, or any Affiliate of Seller, in connection with this Agreement or the transactions contemplated hereby.

     1.2 Other Definitions . The following terms are defined in the Sections indicated:

TERM		SECTION
Agreement		Preamble
Assets		2.1(c)

TERM		SECTION
Assumed Liabilities		2.3(a)
Buyer		Preamble
Buyer Group		3.5(e)
Cap		11.4(a)
Closing		4.1
Confidential Information		8.3(a)
Deed		4.4(a)
ERC Rights		2.1(c)(iii)(B)
Excluded Assets		2.1(d)
Indemnified Losses		3.5(e)
Indemnitee		11.3
Indemnitor		11.3
Litigation Matter		11.3
Material Contracts		2.1(c)(ii)
Oil and Gas Books and Records		2.1(c)(v)
Oil and Gas Interests		2.1(c)(i)
Post-Closing Consent		5.3(a)
Purchase Price		2.2
Reversion		4.4(a)
Reviewable Data		12.1
Seller Group		3.5(e)
Seller Retained Liabilities		2.3(b)
Surface Use Agreement		12.21
Taking		12.17(b)
Transfer Period		5.1

     1.3 Rules of Construction . Unless otherwise expressly provided in this Agreement, (a) accounting terms used in this Agreement shall have the meaning ascribed to them under

GAAP; (b) words used in this Agreement, regardless of the gender used, shall be deemed and construed to include any other gender, masculine, feminine, or neuter, as the context requires; (c) the word “including” is not limiting, and the word “or” is not exclusive; (d) the capitalized term “Section” refers to sections of this Agreement; (e) references to a particular Section include all subsections thereof; (f) references to a particular statute or regulation include all amendments thereto, rules and regulations thereunder and any successor statute, rule or regulation, or published clarifications or interpretations with respect thereto, in each case as from time to time in effect; (g) references to a Person include such Person’s successors and assigns to the extent not prohibited by this Agreement; (h) references to a “day” or number of “days” (without the explicit qualification “Business”) shall be interpreted as a reference to a calendar day or number of calendar days; and (i) references to “directors” shall be deemed to include the managers, including managing members, of any limited liability company and references to “shareholders” shall be deemed to include the members of any limited liability company.

ARTICLE II.
Sale and Purchase

     2.1 Sale and Purchase of Assets .

          (a)  Sale and Purchase . For the consideration set forth herein, subject to the terms, conditions, exceptions and reservations set forth in this Agreement, at Closing but effective as of the Effective Time, Seller agrees to assign, sell and transfer, free and clear of all Liens (other than Permitted Liens), all of its rights, titles, estates and interests in, to, under or derived from, and Buyer agrees to purchase and assume the duties and obligations associated with, the Assets; provided that this Agreement shall not constitute an agreement to assign or transfer any Asset or any claim or right or any benefit arising thereunder or resulting therefrom without the consent of a third Person thereto if such assignment or transfer without such consent would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of Buyer thereunder.

          (b)  Transfer of Beneficial Title . Subject to the terms, conditions, exceptions and reservations of this Agreement, at Closing beneficial title, and all other rights and obligations relating, to the Assets shall be transferred to Buyer. The transfer of beneficial title shall be effective as of the Effective Time, notwithstanding that transfer of record title to the Assets under the Transfer Documents may not be complete until the end of the Transfer Period.

          (c)  Assets . “Assets” means all rights, title, estates, and interests in and to the following described assets and properties, excepting and excluding the Excluded Assets and the Reversion described in Sections 2.1(d) and 4.4(a), respectively:

               (i)  Oil and Gas Interests . Except for CBM and CMM in the Pittsburgh seam of coal, all of Seller’s fee, leasehold, mineral, royalty and other rights and interests in and to Oil and Gas in, on or under the land adjacent to Peabody’s Federal #2 Mine, located in Monongalia County, West Virginia and Greene County, Pennsylvania, as more fully described as the cross-hatched parcels (denoted in the legend as “OIL & GAS (100% INTEREST)” and “OIL & GAS (PARTIAL INTEREST)”) as shown on the attached Exhibit

“A” , together with all of Seller’s fee, leasehold, mineral, royalty and other rights and interests in and to CBM and CMM in, on, and under the land as more fully described as the shaded parcels (denoted in the legend as “DELINEATED RESERVES”) as shown on the attached Exhibit “A” , including without limitation, landowners’ or reserved royalties, overriding royalties, rights to free gas either reserved in favor of or granted to Seller and its Affiliates (collectively, the “Oil and Gas Interests”);

               (ii)  Contracts . All of Seller’s rights, title, and interests in, to, under, or derived from all Contracts and Permits to the extent they relate solely to any of the Oil and Gas Interests or the production and sale of Oil and Gas attributable to such Oil and Gas Interests, including, without limitation, those described on Schedule 2.1(c)(ii) attached hereto (the “Material Contracts”);

               (iii) ERC Rights and Other Credits.

                    (A) All rights Seller may now have or later acquire to claim any ERCs associated with Buyer’s production of CBM and CMM from the lands containing the Oil and Gas Interests and the sale or use of such CBM and CMM in lieu of venting such CBM or CMM to the atmosphere or otherwise disposing of or using such gases; and

                    (B) all rights Seller may now have or later acquire to claim any other credits or allowances (including any tax credits or allowances) relating to production of CBM and CMM by Buyer in advance of coal mining operations by Buyer, or its successors and assigns, on the real property containing the Oil and Gas Interests ((A) and (B) collectively, the “ERC Rights”);

               (iv)  Other Tax Credits . All rights Seller may now have or later acquire to claim any tax credits relating to exploration and production of Oil and Gas by Buyer after the Effective Time with respect to the Assets;

               (v)  Books and Records . Copies of all accounting, land and Contracts files and records, and all drilling, engineering, geologic and technical records, files, maps, data, analyses, drawings, blueprints, financial assurances, bonds, and insurance policies (only to the extent an outstanding claim has been filed under any such policy with respect to any of the Assets), schematics, reports, lists, and plans and processes to the extent the same were obtained or prepared for the sole purpose of evaluating and developing the Oil and Gas potential of the Oil and Gas Interests (the “Oil and Gas Books and Records”), which are in the physical possession of Seller, or with respect to which Seller has the right of access and the ability to obtain copies as of April 1, 2007, or as of the Closing Date, and excepting such books, files, records and other materials and data that are subject to confidentiality obligations or other similar restrictions under agreements with third Persons who are not Affiliates of Seller, provided, however, that Seller shall use commercially reasonable efforts to obtain and make available to Buyer the Oil and Gas Books and Records that are not in the physical possession of Seller as of April 1, 2007, or as of the Closing Date; and

               (vi)  Insurance Claims . All rights to insurance proceeds receivable after the Effective Time with respect to any Assumed Liabilities insured on a “claims made” basis, and all insurance proceeds (to the extent not already expended by Seller to restore or replace the lost or damaged asset, which replacement asset shall be a transferred Asset) received prior to Closing with respect to any asset which, if held by Seller as of the Effective Time would be an Asset.

          (d)  Excluded Assets . The Assets shall not include, and Seller specifically excludes from this transaction: (i) any accounts receivable accruing or attributable to the Assets for the period prior to the Effective Time; (ii) all production of Oil and Gas from or attributable to the Assets with respect to all periods prior to the Effective Time and all proceeds attributable thereto; (iii) any refund of Taxes, costs or expenses borne by Seller or its predecessors in title attributable to the period prior to the Effective Time; (iv) any rights, titles, estates or interests owned, leased, held or otherwise controlled by Seller in the lands described on Exhibit “A” that are not described or included in Section 2.1(c) hereof; (v) all Oil and Gas rights, estates, interests, and claims in and to properties not depicted on the attached Exhibit “A” except as otherwise expressly provided herein as well as all data, books, maps, records and other information relating thereto; (vi) except for common law or statutory rights to use the surface as incident or right appurtenant to the Oil and Gas Interests, all surface rights and estates in the lands described on Exhibit “A” , and all roads, ditches and other surface improvements on such lands; and (vii) subject to Buyer’s review rights under Section 12.1, all books, records, files, material, information and data that were obtained, prepared or received by Seller or any of its agents, consultants or representatives (A) for purposes other than evaluating and developing the oil and gas potential of the Oil and Gas Interests, (B) in connection with internal evaluations of the Assets for management purposes, or (C) in connection with marketing of the Assets or the evaluation and negotiation of the transaction contemplated herein (collectively, the “Excluded Assets”).

     2.2 Purchase Price . In consideration for the sale and delivery of the Assets by Seller to Buyer, Buyer shall pay to Seller at Closing the agreed-upon purchase price for the Assets of One Thousand Dollars ($1,000.00) (the “Purchase Price”).

     2.3 Assumed and Excluded Liabilities .

          (a)  Assumed Liabilities . After Closing, Buyer shall assume, pay, discharge and perform the following (the “Assumed Liabilities”):

               (i) obligations and liabilities to the extent attributable to actions occurring or conditions first occurring after the Effective Time under or with respect to the Assets; and

               (ii) all other obligations and liabilities to the extent attributable to actions or conditions first occurring after the Effective Time and arising out of or relating to the ownership of the Assets or operation of the Assets after the Effective Time, except to the extent that such obligations or liabilities relate to any Excluded Asset or the Reversion.

          (b)  Seller Retained Liabilities . The following obligations and liabilities shall remain and be the obligations and liabilities solely of Seller (the “Seller Retained Liabilities”): all obligations and liabilities arising out of or relating to the Assets other than the Assumed Liabilities, and all obligations and liabilities to the extent attributable to the Assets after the effective date of the Reversion, shall remain and be the obligations and liabilities solely of Seller, including, but not limited to, any long-term debt (including the current portion thereof) and any obligation or liability with respect to periods prior to and including the Effective Time for payment of rentals, royalties or Taxes related to the Assets.

ARTICLE III.
Actions Prior to Closing

     3.1 Post-Closing Allocations . The Parties agree that, to the extent possible, Seller and Buyer shall each use commercially reasonable efforts to reach agreement on the allocated value of each class of the Assets in accordance with the Code. Seller and Buyer each shall file all tax returns and schedules thereto, including those returns and forms required by Section 1060 (if applicable) of the Code, consistent with any such agreed-upon allocations, unless otherwise required by applicable Legal Requirements. In the event the Parties do not reach agreement on such allocations, Seller and Buyer shall each reflect the Assets acquired by such Party on its books for tax reporting purposes in accordance with such Party’s own determination of such allocations.

     3.2 Updated Schedules and Exhibits . Each Party shall, immediately prior to Closing, supplement the Schedules and Exhibits to this Agreement with additional information that, if existing or known to it on the date of this Agreement, would have been required to be included in one or more Schedules or Exhibits to this Agreement. For purposes of determining the satisfaction of any of the conditions to the obligations of the Parties and the liability of the Parties following Closing for breaches of its representations, warranties, and covenants under this Agreement, the Schedules to this Agreement shall be deemed to include only (a) the information contained therein on the date of this Agreement, and (b) information added to such Schedules and Exhibits by written supplements to this Agreement delivered prior to December 31, 2007 by the Party making such amendment that (i) are accepted in writing by the other Party or (ii) reflect actions permitted by this Agreement to be taken prior to December 31, 2007.

     3.3 Taxpayer Identification Numbers . At or prior to Closing, Seller and Buyer will provide one another with their respective U.S. taxpayer identification numbers.

     3.4 Consents . Seller shall promptly take such reasonable actions necessary to obtain and deliver at Closing any Third Party Consents which are required to consummate the transactions contemplated hereby. The form and content of all of Seller’s solicitations for such Consents affecting the Assets shall be subject to Buyer’s approval.

     3.5 Asset Due Diligence . Between the date of this Agreement and the end of the Transfer Period, Buyer and/or its designees shall have the right of ingress and egress to the real property containing the Assets so that Buyer may make any inspections, tests, surveys and studies of the Assets that it may desire, including environmental surface sampling or other tests

of air, soils, water, groundwater, and other liquids as part of a Phase I environmental analysis. If any such investigation should include any drilling, trenching, or other invasive surface disturbing tests, Seller’s prior written consent, which can be withheld for any reason, must be obtained; provided, however, that any access by Buyer to or of the real property containing the Assets shall be conditioned upon Buyer’s first executing and delivering the standard form of access agreement provided by the CONSOL Parties.

          (a) If Buyer engages an environmental contractor to conduct such inspections and tests, Buyer shall provide to Seller a detailed scope of work and/or work plan pursuant to which the assessment work will take place.

          (b) After giving Seller such advance notice as is reasonably possible, which notice, except as provided herein, may be oral (in person or by telephone), Buyer and/or its designee may enter the real property containing the Assets during normal business hours and may also make arrangements to enter the real property containing the Assets at other times upon agreement from Seller. Buyer shall make such inspections, tests, surveys and studies with a minimum of interference to Seller’s business. Seller may have a representative present (at Seller’s expense) at all phases of Buyer’s work on the real property containing the Assets.

          (c) At Seller’s written request, Buyer shall promptly deliver to Seller a copy of every report of findings obtained by Buyer as a result of the activities described in this Section 3.5.

          (d) Buyer’s inspections, tests, surveys and studies conducted pursuant to this Section 3.5 shall be at Buyer’s sole expense. However, unless otherwise agreed in writing, Buyer shall not be obligated to pay for or reimburse Seller for any costs or expenses that may be incurred by Seller in connection with such tests, including costs associated with production being temporarily shut-in (e.g., time value of money).

          (e) Seller hereby releases, acquits and forever discharges Buyer and its representatives, agents, employees, attorneys, assigns, officers, directors, shareholders, insurers, Affiliates, and all others for whom Buyer may be vicariously liable (the “Buyer Group”) from and against Losses arising out of, resulting from, or in any manner related to Buyer’s inspection or testing of the Assets and the real property containing such Assets under the terms of this Agreement, unless such Losses are the result of the gross negligence or willful misconduct of the Buyer Group (such Losses “Indemnified Losses”). Buyer hereby agrees to indemnify Seller and its representatives, agents, managers, employees, attorneys, assigns, officers, members, insurers, Affiliates, and all others for whom Seller may be vicariously liable (the “Seller Group”) from and against any Indemnified Losses arising out of, resulting from, or in any manner related to Buyer’s inspection or testing of the Assets or the real property containing such Assets under the terms of this Agreement. The provisions of this Section 3.5(e) shall survive termination of this Agreement; provided that Buyer’s indemnity obligation herein shall expire as to any claims of the Seller Group hereunder that are not delivered to Buyer in writing on or before the third anniversary of the Closing Date.

          (f) Except as to the books, records, data and other information excluded pursuant to Sections 2.1(c)(v) and 2.1(d), Seller agrees (i) to give Buyer and its representatives full access to, and the right to copy, the Oil and Gas Books and Records, and (ii) furnish or make available to Buyer such financial and operating data and other information relating solely to the business and properties comprising the Assets as Buyer shall from time to time reasonably request, but in either case only to the extent that Seller may do so without violating any confidentiality or contractual obligation to a third Person.

ARTICLE IV.
Closing

     4.1 Closing . Subject to the satisfaction or waiver of the conditions set forth in Article IX, the consummation of the transactions contemplated hereby (the “Closing”) shall occur on or before 4:00 P.M. Central Daylight Time on Wednesday, June 20, 2007, at a place mutually agreed to by Seller and Buyer in writing, or at such other date and time as the Parties may agree in writing.

     4.2 Buyer’s Closing Deliveries . At Closing, Buyer shall deliver or cause to be delivered to Seller the following:

          (a)  Purchase Price . The Purchase Price, by wire transfer of immediately available funds to the account designated by Seller.

          (b)  Officer’s Certificate . The certificate described in Section 9.1(c).

          (c)  Other . Such other documents and instruments as may be necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.

     4.3 Seller Closing Deliveries . At Closing, Seller shall deliver or cause to be delivered to Buyer the following:

          (a)  Officer’s Certificate . The certificate described in Section 9.2(c).

          (b)  FIRPTA Certificate . A FIRPTA Non-Foreign Seller Certificate certifying that Seller is not a foreign Person within the meaning of Section 1445 of the Code, reasonably satisfactory in form and substance to Buyer.

          (c)  Other . Such other documents and instruments as may be necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.

     4.4 Transfer Documents . At or prior to Closing, Seller and Buyer shall use their respective best efforts to agree on the form and substance of the following instruments, each to be effective as of the Effective Time (collectively, the “Transfer Documents”):

          (a)  Deed . A deed, bill of sale, and assignment, containing a special warranty of title by, through and under Seller and the CONSOL Parties, but not otherwise, by which Seller transfers and conveys the Assets, and by which Buyer agrees to assume, pay, discharge and

perform the Assumed Liabilities (the “Deed”), subject to and reserving in favor of Seller a right of reversion (the “Reversion”) commencing upon completion by Buyer of all coal mining and post-mining (including reclamation) operations relating to the Pittsburgh coal seam located on or under the real property containing the Oil and Gas Interests. For purposes hereof, “Non-Reversionary Interests” shall include:

               (i) all Oil and Gas Interests in lands which are not producing as of the effective date of the Reversion but which are subject to plugging, abandonment, and reclamation duties and obligations imposed by applicable Legal Requirements on Buyer or its successor and assigns;

               (ii) all Oil and Gas Interests subject to rights and obligations under Contracts between Buyer and third Persons for the exploration, development or production of Oil and Gas which exist as of the effective date of the Reversion; and

               (iii) all Oil and Gas Interests which are or include working interests and which are producing in commercial quantities as of the effective date of the Reversion.

The Deed shall provide that Buyer shall not be liable to Seller for conversion or waste based on any action or inaction of Buyer with respect to any Oil and Gas Interests which are subject to the Reversion.

     4.5 Other Transfer Documents . Such other documents and instruments, includi