AGREEMENT OF SALE

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:

     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:

          (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

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.

          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

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

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.

     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.

          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:

          (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

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.

          (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.

     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.

     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]

[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

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
  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 67