BY AND BETWEEN

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

PITTSTON COAL COMPANY

AND

MAXXIM REBUILD CO., LLC

October 29, 2002

ARTICLE I DEFINITIONS............................................................................................1

1.1. Administrative Services Agreement.....................................................................1
1.2. Affiliate.............................................................................................2
1.3. Agreement.............................................................................................2
1.4. Asset Sale Companies..................................................................................2
1.5. Assignment and Assumption Agreements..................................................................2
1.6. Assumed Liabilities...................................................................................2
1.7. Bills of Sale.........................................................................................3
1.8. Books and Records.....................................................................................3
1.9. Business..............................................................................................3
1.10. Buyer.................................................................................................3
1.11. Buyer's Affiliates, Successors, Assigns, Lessees or Contractors.......................................3
1.12. Buyer Closing Certificate.............................................................................4
1.13. Buyer's Parent........................................................................................4
1.14. Closing...............................................................................................4
1.15. Closing Date..........................................................................................4
1.16. Coal Act..............................................................................................4
1.17. COBRA.................................................................................................4
1.18. Code..................................................................................................5
1.19. Contaminated..........................................................................................5
1.20. Contracts.............................................................................................5
1.21. Controlled Group......................................................................................5
1.22. Cooperation Agreement.................................................................................5
1.23. CPA Arbitrator........................................................................................5
1.24. Dispute...............................................................................................5
1.25. Employee..............................................................................................6
1.26. Employee Benefit Plans................................................................................6
1.27. Environment...........................................................................................6
1.28. Environmental Laws....................................................................................6
1.29. Environmental Matter..................................................................................7
1.30. Environmental or Response Action......................................................................7
1.31. EPA...................................................................................................8
1.32. Equipment.............................................................................................8
1.33. ERISA.................................................................................................8
1.34. ERISA Affiliates......................................................................................8
1.35. Fiduciary.............................................................................................8
1.36. Governmental Authority................................................................................8
1.37. Hazardous Substances..................................................................................9
1.38. Health and Safety Requirements........................................................................9
1.39. HIPAA.................................................................................................9
1.40. Income Tax or Income Taxes............................................................................9
1.41. Indemnification and Guaranty Agreement...............................................................10

1.42. Intellectual Property................................................................................10
1.43. IRS..................................................................................................10
1.44. Knowledge of PCC.....................................................................................10
1.45. Law..................................................................................................11
1.46. Lien.................................................................................................11
1.47. Liability............................................................................................11
1.48. Material Adverse Effect..............................................................................11
1.49. Medical Plans........................................................................................11
1.50. Multiemployer Plan...................................................................................12
1.51. Ordinary Course of Business..........................................................................12
1.52. Parts, Fuel and Supplies Inventory...................................................................12
1.53. PBGC.................................................................................................12
1.54. PCC..................................................................................................12
1.55. PCC Closing Certificate..............................................................................12
1.56. PCC Group............................................................................................12
1.57. PCC Parent...........................................................................................12
1.58. Pension Plans........................................................................................12
1.59. Permitted Liens......................................................................................13
1.60. Person...............................................................................................13
1.61. Post-Closing Period..................................................................................13
1.62. Pre-Closing Period...................................................................................13
1.63. Purchase Price.......................................................................................13
1.64. Purchased Assets.....................................................................................13
1.65. Qualified Plans......................................................................................13
1.66. Real Property........................................................................................14
1.67. Related Persons......................................................................................14
1.68. Release..............................................................................................14
1.69. Repair Activities....................................................................................14
1.70. Repair Environmental Liabilities.....................................................................14
1.71. Retained Liabilities.................................................................................15
1.72. Straddle Period......................................................................................20
1.73. Tax or Taxes.........................................................................................20
1.74. Tax Return...........................................................................................21
1.75. WARN Act.............................................................................................21
1.76. Welfare Plans........................................................................................21
1.77. Workers' Compensation Acts...........................................................................21

ARTICLE II PURCHASE AND SALE OF ASSETS.........................................................................21

2.1. Transfer of Assets...................................................................................21
2.2. Bills of Sale, Assignment and Assumption Agreements and Other Documents..............................22
2.3. Assumption of Liabilities............................................................................22
2.4. Proration of Liabilities.............................................................................22
2.5. Indemnification and Guaranty Agreement...............................................................22

2.6. Cooperation Agreement................................................................................23
2.7. Administrative Services Agreement....................................................................23
2.8. Additional Documents.................................................................................23
2.9. Allocation of Purchase Price and Assumed Liabilities.................................................23

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PCC..............................................................25

3.1. Incorporation........................................................................................25
3.2. Execution, Delivery and Performance.................................................................25
3.3. Authorization........................................................................................26
3.4. Absence of Changes...................................................................................27
3.5. Real Property........................................................................................30
3.6. Purchased Assets.....................................................................................31
3.7. Intellectual Property................................................................................32
3.8. Environmental Compliance.............................................................................32
3.9. Contracts............................................................................................34
3.10. Litigation; Claims...................................................................................35
3.11. Employee Benefits....................................................................................36
3.12. Employment Matters...................................................................................40
3.13. No Broker............................................................................................41
3.14. Health and Safety Requirements.......................................................................41
3.15. Restrictions on Business Activities..................................................................42
3.16. Powers of Attorney...................................................................................42
3.17. Transactions With Affiliates.........................................................................42
3.18. Absence of Certain Payments..........................................................................42
3.19. Warranties...........................................................................................43
3.20. Disclosure...........................................................................................43

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER.............................................................43

4.1. Organization.........................................................................................43
4.2. Execution, Delivery and Performance..................................................................43
4.3. Authorization........................................................................................44
4.4. No Broker............................................................................................45
4.5. Environmental Compliance.............................................................................45
4.6. Financing............................................................................................45
4.7. Disclosure...........................................................................................45

ARTICLE V CERTAIN COVENANTS....................................................................................45

5.1. Operation in Ordinary Course.........................................................................45
5.2. Compliance with Law..................................................................................46
5.3. Cooperation..........................................................................................46
5.4. Notices and Consents.................................................................................46
5.5. Publicity............................................................................................47
5.6. Replacement Bonds; Insurance and Guarantees; Other Filings...........................................48

5.7. Exclusivity..........................................................................................48
5.8. Access...............................................................................................49
5.9. Notice of Developments...............................................................................49
5.10. Further Assurances...................................................................................49

ARTICLE VI CONDITIONS PRECEDENT TO CLOSING.....................................................................50

6.1. Conditions Precedent to Each Party's Obligations.....................................................50
6.2. Conditions Precedent to Obligations of Buyer.........................................................51
6.3. Conditions Precedent to Obligations of PCC...........................................................53

ARTICLE VII CERTAIN TAX MATTERS................................................................................54

7.1. Property Taxes.......................................................................................54
7.2. Sales and Use Taxes..................................................................................56
7.3. Transfer Taxes.......................................................................................56
7.4. Access for Tax Returns...............................................................................56

ARTICLE VIII COVENANTS REGARDING EMPLOYEES.....................................................................57

8.1. Employees............................................................................................57

ARTICLE IX TERMINATION 57

9.1. Termination..........................................................................................57
9.2. Effect of Termination................................................................................59

ARTICLE X MISCELLANEOUS........................................................................................59

10.1. Entire Agreement.....................................................................................59
10.2. Amendment............................................................................................59
10.3. Extension; Waiver....................................................................................59
10.4. Expenses.............................................................................................60
10.5. Bulk Sales Waiver....................................................................................60
10.6. Governing Law........................................................................................60
10.7. Assignment...........................................................................................60
10.8. Notices..............................................................................................61
10.9. Counterparts; Headings...............................................................................62
10.10. Interpretation; Construction........................................................................62
10.11. Severability........................................................................................63
10.12. No Reliance.........................................................................................63
10.13. Retention of and Access to Records..................................................................63
10.14. Arbitration.........................................................................................64

EXHIBITS

Exhibit A Administrative Services Agreement
Exhibit B Assignment and Assumption Agreements
Exhibit C Bills of Sale
Exhibit D Buyer Closing Certificate
Exhibit E Cooperation Agreement
Exhibit F Indemnification and Guaranty Agreement
Exhibit G PCC Closing Certificate
Exhibit H Opinion of Counsel to PCC
Exhibit I Opinion of Counsel to Buyer

SCHEDULES

Schedule 1.4 Asset Sales Companies
Schedule 1.6 Assumed Liabilities
Schedule 1.20 Contracts of Asset Sale Companies
Schedule 1.32(a) Equipment Owned by Asset Sale Companies
Schedule 1.32(b) Equipment Leased by Asset Sale Companies
Schedule 1.42(a) Intellectual Property Owned by the Asset Sale Companies
Schedule 1.42(b) Intellectual Property Leased by the Asset Sale Companies
Schedule 1.44 Knowledge of PCC
Schedule 1.52 Parts, Fuel and Supplies Inventory
Schedule 1.59 Permitted Liens
Schedule 1.66 Real Property Leases and Subleases
Schedule 1.70 Repair Environmental Liabilities
Schedule 1.71(a) Retained Liabilities
Schedule 1.71(u) Excluded Contracts
Schedule 3.1 Foreign States
Schedule 3.2 Conflicts
Schedule 3.4 Absence of Changes
Schedule 3.7 Intellectual Property Exceptions
Schedule 3.8 Environmental Compliance
Schedule 3.9(b) Contract Exceptions
Schedule 3.9(c) Consents
Schedule 3.10 Litigation; Claims
Schedule 3.11(a) Employee Benefit Plans
Schedule 3.16 Powers of Attorney
Schedule 3.17 Transactions with Affiliates
Schedule 3.19 Warranties
Schedule 5.4(a) PCC Consents
Schedule 5.4(b) Buyer Consents
Schedule 5.6 PCC Guaranties
Schedule 6.1(e)(i) PCC Material Consents
Schedule 6.1(e)(ii) Buyer Material Consents

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made as of the 29th day of October, 2002,
by and between PITTSTON COAL COMPANY, a Delaware corporation ("PCC"), and MAXXIM
REBUILD Co., LLC, a Delaware limited liability company ("Buyer").

RECITALS

WHEREAS, PCC owns directly all of the outstanding capital stock of the
corporations listed on Schedule 1.4 (the "Asset Sale Companies");
WHEREAS, PCC desires to cause to be sold and assigned, and Buyer desires to
purchase and assume, certain of the assets and certain of the Liabilities (as
hereinafter defined) of the Asset Sale Companies;
WHEREAS, PCC desires to cause the Asset Sale Companies to retain certain
assets and certain Liabilities;
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, PCC and Buyer agree
that:

ARTICLE I
DEFINITIONS

When used in this Agreement, the following terms shall have the meanings
specified:

1.1. Administrative Services Agreement.

"Administrative Services Agreement" shall mean the agreement by and between
PCC and Buyer, substantially in the form of Exhibit A attached hereto.

1.2. Affiliate.

"Affiliate" shall mean, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise. For purposes of
this Agreement, none of Dominion Terminal Associates or any of its partners,
other than Pittston Coal Terminal Corporation, shall be deemed an Affiliate of
PCC or any of its Affiliates.

1.3. Agreement.

"Agreement" shall mean this Asset Purchase Agreement, together with the
Exhibits and Schedules attached hereto, which are incorporated into this Asset
Purchase Agreement by this reference, as the same may be amended from time to
time in accordance with the terms hereof.

1.4. Asset Sale Companies.

"Asset Sale Companies" shall have the meaning given to it in the Recitals
to this Agreement. The term "Asset Sale Company" shall mean one of the Asset
Sales Companies.

1.5. Assignment and Assumption Agreements.

"Assignment and Assumption Agreements" shall mean the assignment and
assumption agreements substantially in the form of Exhibit B attached hereto.

1.6. Assumed Liabilities.

"Assumed Liabilities" shall mean all Liabilities of the Asset Sale
Companies listed on Schedule 1.6.

1.7. Bills of Sale.

"Bills of Sale" shall mean the bills of sale substantially in the form of
Exhibit C attached hereto.

1.8. Books and Records.

"Books and Records" shall mean the original or true and complete copies of
all of the books and records of the Asset Sale Companies pertaining to the
Purchased Assets, including but not limited to, customer lists, employee records
for those Employees employed by Buyer on or immediately following the Closing
Date, purchase orders and invoices, sales orders and sales order log books,
credit and collection records, plats, drawings and specifications, environmental
reports and studies, correspondence and miscellaneous records with respect to
customers and supply sources, lessors and lessees, equipment maintenance records
and all other general correspondence, records, books and files owned by the
Asset Sale Companies, but excluding any and all Tax Returns, books and records
relating to the Retained Liabilities and corporate records of the Asset Sale
Companies.

1.9. Business.

"Business" shall mean the equipment repairing, rebuilding and servicing
business conducted by the Asset Sale Companies using the Purchased Assets.

1.10. Buyer.

"Buyer" shall have the meaning given to it in the preamble of this
Agreement.

1.11. Buyer's Affiliates, Successors, Assigns, Lessees or Contractors.

"Buyer's Affiliates, Successors, Assigns, Lessees or Contractors" shall
mean Buyer's Affiliates, Buyer's contractual successors and assigns, and lessees
and contractors who, as part of a contractual arrangement with Buyer or one of
its Affiliates, offer employment to the current or former Employees of an Asset
Sale Company.

1.12. Buyer Closing Certificate.

"Buyer Closing Certificate" shall mean the certificate of Buyer
substantially in the form of Exhibit D attached hereto.

1.13. Buyer's Parent.

"Buyer's Parent" shall mean Alpha Natural Resources, LLC, a Delaware
limited liability company.

1.14. Closing.

"Closing" shall mean the closing of the transactions contemplated by this
Agreement beginning at 10:00 a.m., local time, on the Closing Date, at the
offices of Hunton & Xxxxxxxx, Riverfront Plaza, East Tower, 000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.

1.15. Closing Date.

"Closing Date" shall mean November 30, 2002 or such other date as the
parties may mutually agree in writing.

1.16. Coal Act.

"Coal Act" shall mean the Coal Industry Retiree Health Benefit Act of 1992
as amended through the Closing Date (codified at Subtitle J of the Code).

1.17. COBRA.

"COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of
1986, as amended.

1.18. Code.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and, where
appropriate, any predecessor or successor provisions of Law, and all regulations
thereunder.

1.19. Contaminated.

"Contaminated" shall mean the presence of one or more Hazardous Substances
in such quantity or concentration as to: (i) violate any Environmental Law; (ii)
require disclosure to any Governmental Authority; (iii) require remediation or
removal; (iv) interfere with or prevent the use of any of the Real Property or
Purchased Assets as customarily intended; or (v) create any contribution
Liability to fund the clean up of the Real Property.

1.20. Contracts.

"Contracts" shall mean the contracts, agreements, personal and real
property leases, relationships and commitments, written or oral, of the Asset
Sale Companies listed on Schedule 1.20.

1.21. Controlled Group.

"Controlled Group" shall have the meaning set forth in Codess.1563.

1.22. Cooperation Agreement.

"Cooperation Agreement" shall mean the agreement by and among the PCC
Parent, PCC and Buyer substantially in the form of Exhibit E attached hereto.

1.23. CPA Arbitrator.

"CPA Arbitrator" shall have the meaning set forth in Section 2.9 hereof.

1.24. Dispute.

"Dispute" shall have the meaning set forth in Section 10.14 hereof.

1.25. Employee.

"Employee" shall mean any Person (i) employed by and rendering personal
services for an Asset Sale Company or (ii) receiving short-term or long-term
disability benefits from an Asset Sale Company under an Employee Benefit Plan.
The term "current and former Employees" shall mean any Persons who fall within
the term Employee at any time prior to the Closing Date.

1.26. Employee Benefit Plans.

"Employee Benefit Plans" shall have the meaning set forth in Section 3.11
hereof.

1.27. Environment.

"Environment" shall mean surface or ground water, water supply, soil or the
ambient air.

1.28. Environmental Laws.

"Environmental Laws" shall mean collectively, all federal, foreign, state,
and local Laws in effect as of the Closing Date that relate to (a) the
prevention, abatement or elimination of pollution, or the protection of the
environment, including, without limitation, Laws applicable to the generation,
handling, treatment, storage, disposal or transportation of waste materials, (b)
the regulation of or exposure to Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response Compensation and Liability
Act, 42 U.S.C.ss.ss.9601 et. seq., the Solid Waste Disposal Act, as amended by
the Resource Conservation and Recovery Act, as amended, 42 U.S.C.ss.ss.6901 et.
seq., the Clean Air Act, 42 U.S.C.ss.ss.7401 et. seq., the Clean Water Act, 33
U.S.C.ss.ss.1251 et. seq., the Toxic Substances Control Act, 15 U.S.C.ss.ss.2601
et. seq., the Emergency Planning and Community Right to Know Act, 42
U.S.C.ss.ss.11001 et. seq., and any foreign, state, county, municipal, or local
statutes, Laws or ordinances similar or analogous to the federal statutes listed
in this sentence.

1.29. Environmental Matter.

"Environmental Matter" shall mean any assertion of a violation, claim or
directive by any Governmental Authority or any other Person for personal injury,
damage to property or the Environment, nuisance, contamination or other adverse
effects on the Environment, or for damages or restrictions resulting from or
related to (i) the operation of PCC's or its Affiliates' business or any
predecessor or the ownership, use or operation at or on any real property or
other assets owned, operated or leased by PCC or its Affiliates or any
predecessor; or (ii) the existence or the continuation of a Release of, or
exposure to, or the transportation, storage or treatment of any Hazardous
Substance into the Environment from or related to any real property or assets
currently or formerly owned, operated or leased by PCC or its Affiliates or any
activities on or operations thereof.

1.30. Environmental or Response Action.

"Environmental or Response Action" shall mean all actions required (i) to
clean up, remove, treat or in any other way address any Hazardous Substance or
other substance; (ii) to prevent the Release or threat of Release, or minimize
the further Release of any Hazardous Substance or other substance so it does not
migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor Environment; (iii) to perform pre-remedial studies and
investigations or post-remedial monitoring and care; (iv) to bring facilities on
any real property currently or formerly owned, operated or leased by PCC or its
Affiliates and the facilities located and operations conducted thereon into
compliance with all Environmental Laws and all permits and other authorizations,
and the filing of all notifications and reports required under any Environmental
Laws; or (v) for the purpose of environmental protection of any real property
currently or formerly owned, operated or leased by PCC or its Affiliates.

1.31. EPA.

"EPA" shall have the meaning set forth in Section 3.8 hereof.

1.32. Equipment.

"Equipment" shall mean the tangible machinery, vehicles, equipment,
furniture, fixtures, furnishings, trailers, tools, parts and other personal
property owned or leased by the Asset Sale Companies listed on Schedules 1.32(a)
and 1.32(b), respectively.

1.33. ERISA.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

1.34. ERISA Affiliates.

"ERISA Affiliates" shall mean any trade or business (whether or not
incorporated) that is part of the same Controlled Group as, or under common
control with, or part of an affiliated service group that includes, PCC and each
of the Asset Sale Companies within the meaning of Section 414(b), (c), (m) or
(o) of the Code.

1.35. Fiduciary.

"Fiduciary" shall have the meaning set forth in ERISA ss.3(21)

1.36. Governmental Authority.

"Governmental Authority" shall mean any governmental, judicial,
legislative, executive, administrative or regulatory authority of the United
States, or of any foreign, state or local government or any subdivision, agency,
commission, office, authority or bureau thereof or any quasi-governmental entity
or authority of any nature.

1.37. Hazardous Substances.

"Hazardous Substances" shall mean any substance, chemical, waste, solid,
material, pollutant or contaminant that is defined or listed as hazardous or
toxic under any applicable Environmental Laws. Without limiting the generality
of the foregoing it shall also include any radioactive material, including any
naturally-occurring radioactive material, and any source, special or by-product
material as defined in 42 U.S.C. 2011, et seq., any amendments or authorizations
thereof, any asbestos-containing materials in any form or condition, any
polychlorinated biphenyls in any form or condition, radioactive waste, or
natural gas, natural gas liquids, liquified natural gas, condensate, or
derivatives or byproducts thereof or oil and petroleum products or by products
and constituents thereof.

1.38. Health and Safety Requirements.

"Health and Safety Requirements" shall mean all applicable federal, state,
local and foreign Laws concerning public health and safety and worker health and
safety each as in effect as of the Closing Date, other than Environmental Laws.

1.39. HIPAA.

"HIPAA" shall mean the Health Insurance Portability and Accountability Act
of 1996, as amended, and all rules and regulations thereunder.

1.40. Income Tax or Income Taxes.

"Income Tax or "Income Taxes" shall mean any Tax based on or measured by
net income.

1.41. Indemnification and Guaranty Agreement.

"Indemnification and Guaranty Agreement" shall mean the agreement by and
among PCC Parent, PCC, Buyer and Buyer's Parent substantially in the form of
Exhibit F attached hereto.

1.42. Intellectual Property.

"Intellectual Property" shall mean the trademarks, service marks, patents,
copyrights (including any registrations, applications, licenses or rights
relating to any of the foregoing), technology, logos, trade secrets,
confidential information related to the Purchased Assets, inventions, know-how,
designs, technical data, drawings, customer and supplier lists, pricing and cost
information, or computer programs and processes and all goodwill associated
therewith and rights thereunder, remedies against infringements thereof, and
rights to protection of interests therein under the laws of all jurisdictions
owned or licensed or leased by the Asset Sale Companies listed on Schedules
1.42(a) and 1.42(b), respectively, including, without limitation, the
trademarks, service marks, logos or other rights related to the name "Maxxim."

1.43. IRS.

"IRS" shall mean the United States Internal Revenue Service.

1.44. Knowledge of PCC.

"Knowledge of PCC" shall mean, for the individuals listed on Schedule 1.44,
any such individual's actual knowledge and what any such individual should have
known after reasonable inquiry within the scope of that individual's job
responsibilities.

1.45. Law.

"Law" and "Laws" shall mean any applicable United States or foreign,
federal, state, local or other law or governmental requirement of any kind, and
the rules, regulations and orders promulgated thereunder.

1.46. Lien.

"Lien" shall mean any lien, encumbrance, mortgage, charge, claim,
restriction, pledge, security interest or imposition of any kind.

1.47. Liability.

"Liability" shall mean any liability or obligation (whether known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
liquidated or unliquidated and whether due or to become due), including any
liability for Taxes. Liabilities shall mean one or more items of Liability.

1.48. Material Adverse Effect.

"Material Adverse Effect" shall mean any event, change or occurrence that
individually, or together with any other event, change or occurrence, has a
material adverse impact on the Business, taken as a whole, without regard to the
duration of such material adverse impact.

1.49. Medical Plans.

"Medical Plans" shall mean any and all benefit plans that provide medical,
vision and dental benefits to current or former Employees sponsored or
maintained by or on behalf of, or for the benefit of, PCC or any Asset Sale
Company, including the Comprehensive Medical Expense Benefits Plan of The
Pittston Company and Its Subsidiaries.

1.50. Multiemployer Plan.

"Multiemployer Plan" shall have the meaning set forth in Section 3.11
hereof.

1.51. Ordinary Course of Business.

"Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

1.52. Parts, Fuel and Supplies Inventory.

"Parts, Fuel and Supplies Inventory" shall include the categories of items
listed on Schedule 1.52.

1.53. PBGC.

"PBGC" shall mean the Pension Benefits Guaranty Corporation.

1.54. PCC.

"PCC" shall have the meaning given to it in the preamble to this Agreement.

1.55. PCC Closing Certificate.

"PCC Closing Certificate" shall mean the certificate of PCC substantially
in the form of Exhibit G attached hereto.

1.56. PCC Group.

"PCC Group" shall have the meaning set forth in Section 1.71(i) hereof.

1.57. PCC Parent.

"PCC Parent" shall mean The Pittston Company, a Virginia corporation.

1.58. Pension Plans.

"Pension Plans" shall have the meaning set forth in Section 3.11 hereof.

1.59. Permitted Liens.

"Permitted Liens" shall mean those Liens affecting the Purchased Assets
that are listed on Schedule 1.59.

1.60. Person.

"Person" shall mean any individual, corporation, general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union or other entity or Governmental
Authority.

1.61. Post-Closing Period.

"Post-Closing Period" shall mean any taxable period beginning
after the Closing Date.

1.62. Pre-Closing Period.

"Pre-Closing Period" shall mean any taxable period ending on or before the
Closing Date.

1.63. Purchase Price.

"Purchase Price" shall mean $3,000,000.

1.64. Purchased Assets.

"Purchased Assets" shall mean all right, title and interest in and to the
Parts, Fuel and Supplies Inventory, Equipment, Books and Records, Real Property
and Intellectual Property of the Asset Sale Companies and the rights of the
Asset Sale Companies with respect to the Contracts.

1.65. Qualified Plans.

"Qualified Plans" shall have the meaning set forth in Section 3.11 hereof.

1.66. Real Property.

"Real Property" shall mean the real property rights and interests leased or
subleased by the Asset Sale Companies and any improvements, fixtures, easements,
rights of way and other appurtenants thereto (such as appurtenant rights in and
to public streets) that are listed on Schedule 1.66.

1.67. Related Persons.

"Related Persons" shall mean related persons as that term is defined in
Section 9701(c)(2) of the Coal Act, except that it shall not include successors
in interest.

1.68. Release.

"Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, dumping or disposing into the
Environment of Hazardous Substances.

1.69. Repair Activities.

"Repair Activities" shall mean those activities of the Asset Sale Companies
that have taken place on or through the use of the Purchased Assets that involve
equipment repairing, rebuilding and servicing.

1.70. Repair Environmental Liabilities.

"Repair Environmental Liabilities" shall mean Liabilities that relate to or
arise from both of the following: (i) any of the Hazardous Substances set forth
on Schedule 1.70 and (ii) an Environmental Matter or Environmental and Response
Action associated with Repair Activities to the extent that such Repair
Activities conformed to industry standard practices at the time such Repair
Activities were conducted.

1.71. Retained Liabilities.

"Retained Liabilities" shall mean all of the Liabilities of each Asset Sale
Company, other than the Assumed Liabilities, including, without limitation, the
following:

(a) the Liabilities listed on Schedule 1.71(a);

(b) all Liabilities arising under applicable Workers' Compensation
Acts for or based upon the employment of (i) the current and former
Employees of the Asset Sale Companies who are not hired by Buyer or one of
Buyer's Affiliates, Successors, Assigns, Lessees or Contractors, and (ii)
the current and former Employees of the Asset Sale Companies who are hired
by Buyer or one of Buyer's Affiliates, Successors, Assigns, Lessees or
Contractors, but only with respect to claims where the date of injury or
the date of last injurious exposure occurred prior to the date such
Employees began working for Buyer or one of Buyer's Affiliates, Successors,
Assigns, Lessees or Contractors;

(c) all Liabilities arising under the federal black lung Laws for or
based upon the employment of (i) the current and former Employees of the
Asset Sale Companies who are not hired by Buyer or one of Buyer's
Affiliates, Successors, Assigns, Lessees or Contractors and (ii) the
current and former Employees of the Asset Sale Companies who are hired by
Buyer or one of Buyer's Affiliates, Successors, Assigns, Lessees or
Contractors, to the extent and in the amounts provided in the federal black
lung Laws, but only until such time as Buyer or one of Buyer's Affiliates,
Successors, Assigns, Lessees or Contractors becomes the responsible
operator under the federal black lung Laws for such Employees;

(d) all Liabilities for medical, vision, dental and other benefits and
expenses covered under the Medical Plans including related insurance costs
or premiums for or based upon the employment of (i) the current and former
Employees of the Asset Sale Companies who are not hired by Buyer or one of
Buyer's Affiliates, Successors, Assigns, Lessees or Contractors, (ii) the
current or former Employees of the Asset Sale Companies who are hired by
Buyer or one of Buyer's Affiliates, Successors, Assigns, Lessees or
Contractors, but only with respect to the period prior to the date such
Employees began working for Buyer or one of Buyer's Affiliates, Successors,
Assigns, Lessees or Contractors and (iii) in either case, all such
Liabilities under COBRA, HIPAA and other Laws, including all Liabilities of
a Fiduciary for breach of fiduciary duty or any other failure to act or
comply in connection with the administration of such Medical Plans;

(e) unless such Liabilities are otherwise retained pursuant to Section
1.71(i) hereof, all Liabilities arising under or based upon the Employee
Benefit Plans sponsored or maintained by, on behalf of or for the benefit
of the Asset Sale Companies or its Employees or in which the Asset Sale
Companies participated (other than the Medical Plans), including all
Liabilities arising from or related to the termination thereof or
Liabilities of a Fiduciary for breach of fiduciary duty or any other
failure to act or comply in connection with the administration or
investment of the assets of any such Employee Benefit Plan;

(f) all Liabilities for salaries, wages, bonuses, vacation days,
personal days and similar forms of leave or compensation for or based upon
the employment of (i) the current and former Employees of the Asset Sale
Companies who are not hired by Buyer or one of Buyer's Affiliates,
Successors, Assigns, Lessees or Contractors, and (ii) the current and
former Employees of the Asset Sale Companies who are hired by Buyer or one
of Buyer's Affiliates, Successors, Assigns, Lessees or Contractors, that
are accrued, due or earned up to the date such Employees began working for
Buyer or one of Buyer's Affiliates, Successors, Assigns, Lessees or
Contractors and for which such Employees are eligible;

(g) all Liabilities for accounts payable for which goods have been
shipped and delivered (whether or not invoiced) or services have been
performed (whether or not invoiced) and related notes, trade payables and
earned royalties, to the extent that an Asset Sale Company received a
benefit before the Closing Date;

(h) all Liabilities for claims of any current or former Employees
pursuant to the WARN Act arising out of acts or omissions of the Asset Sale
Companies prior to and including the Closing Date;

(i) (1) all Liabilities, if any, of any Asset Sale Company and its
Related Persons (collectively, the "PCC Group") under the Coal Act, and (2)
all Liabilities, if any, of the PCC Group under any post-Closing amendments
to the Coal Act for (i) beneficiaries eligible under the Coal Act who are
assigned to a member of the PCC Group or for whom a member of the PCC Group
is required to provide or pay for medical benefits pursuant to Sections
9711 or 9712 of the Coal Act or (ii) death benefit premiums or unassigned
beneficiary premiums (as those terms are used in Sections 9704(c) and
9704(d) of the Coal Act) for beneficiaries eligible under the Coal Act,
that are assessed against any member of the PCC Group; provided, for the
avoidance of doubt, that the Liabilities retained pursuant to (1) and (2)
above shall -------- not be affected by Buyer or any of its Affiliates
being identified under the Coal Act or any post-Closing amendments thereto
as a successor, successor in interest or "Related person" under the Coal
Act or any post-Closing amendments thereto to any member of the PCC Group
solely as a result of Buyer's purchase of the Purchased Assets;

(j) unless such Liabilities are otherwise retained pursuant to Section
1.71(i) hereof, all Liabilities, if any, of such Asset Sale Company for
retiree medical benefits with respect to current or former Employees of
such Asset Sale Company (and their eligible dependents and beneficiaries)
who, on or prior to the Closing Date, satisfy the requirements for retiree
medical benefits under any Employee Benefit Plan in which such Asset Sale
Company participates;

(k) all Liabilities relating to assets held in trust under any
Qualified Plan sponsored or maintained by, on behalf of or for the benefit
of such Asset Sale Company or its current or former Employees or in which
such Asset Sale Company participates arising or relating to the period
prior to the Closing Date;

(l) all inter-company indebtedness owed by any Asset Sale Company to
the PCC Parent or any of the PCC Parent's Affiliates;

(m) all Liabilities arising out of or in connection with compliance
prior to the Closing Date with Health and Safety Requirements pertaining to
the Purchased Assets, and all Liabilities arising out of or in connection
with compliance with all Laws relating to equal employment opportunity,
employment, or labor relations concerning the employment of any Employee by
the Asset Sale Companies, or relating to any other action taken or not
taken by the Asset Sale Companies concerning (i) the current and former
Employees of the Asset Sale Companies who are not hired by Buyer or one of
Buyer's Affiliates, Successors, Assigns, Lessees or Contractors, and (ii)
the current and former Employees of the Asset Sale Companies who are hired
by Buyer or one of Buyer's Affiliates, Successors, Assigns, Lessees or
Contractors, but only with respect to matters arising out of the employment
of such Employees by the Asset Sale Companies;

(n) except as set forth on Schedule 1.6, all Liabilities for the
claims, legal actions, suits, litigation, arbitrations, disputes or
investigations listed on Schedules 3.8 and 3.10;

(o) all Liabilities of any of the Asset Sale Companies for unpaid
Taxes with respect to any Tax year or portion thereof ending on or before
the Closing Date or for any Tax year beginning before and ending after the
Closing Date to the extent allocable to the portion of such period
beginning before and ending on the Closing Date (to the extent of any
inconsistencies with Article VII hereof, Article VII shall be controlling);

(p) all amounts payable as the result of the consummation of the
transactions contemplated by this Agreement that arise due to any change of
control provision of any Contract other than those Contracts listed on
Schedule 5.4(b);

(q) all Liabilities of any of the Asset Sale Companies for the unpaid
Taxes of any Person (including PCC and its subsidiaries) under Reg.
ss.1.1502-6 (or any similar provision of state, local, or foreign law), as
a transferee or successor, by contract, or otherwise;

(r) all Liabilities for any Environmental Matter or Environmental or
Response Action related to real property or any other asset owned, operated
or leased by PCC or any of its Affiliates that is not a Purchased Asset
(except to the extent otherwise provided any other agreement entered into
contemporaneously with this Agreement pursuant to which reclamation and
other services are to be performed on PCC's or its Affiliates' idle
properties);

(s) all Liabilities for any Environmental Matter or Environmental or
Response Action (other than Repair Environmental Liabilities) to the extent
the underlying claim relates to or arises from any activity on or through
the use of the Purchased Assets and is attributable to acts or omissions
occurring at or prior to the Closing;

(t) all Liabilities of PCC that become a Liability of Buyer under any
bulk transfer Law of any jurisdiction; and

(u) all Liabilities under the contracts, agreements, personal and real
property leases, relationships and commitments of the Asset Sale Companies
listed on Schedule 1.71(u)

1.72. Straddle Period.

"Straddle Period" shall mean any taxable period covering days before and
after the Closing Date.

1.73. Tax or Taxes.

"Tax" or "Taxes" mean any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code ss.59A),
custom duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, reclamation fees or other tax of any kind whatsoever, including any
interest, penalty, or addition thereto, whether disputed or not, but shall not
include, for purposes of this Agreement only, Liabilities under the Coal Act, of
whatever nature and regardless of how denominated.

1.74. Tax Return.

"Tax Return" shall mean any original or amended report, return,
declaration, claim for refund, statement, document, schedule, attachment or
other information supplied or required to be supplied to a Governmental
Authority with respect to Taxes, including any return of an affiliated, combined
or unitary group.

1.75. WARN Act.

"WARN Act" shall mean the Worker Adjustment and Retraining Notification
Act, as amended.

1.76. Welfare Plans.

"Welfare Plans" shall have the meaning set forth in Section 3.11 hereof.

1.77. Workers' Compensation Acts.

"Workers' Compensation Acts" shall mean Laws that provide for awards to
employees and their dependents for employment-related accidents and diseases.

ARTICLE II
PURCHASE AND SALE OF ASSETS

2.1. Transfer of Assets.

On the Closing Date, PCC (on behalf of the Asset Sale Companies) shall
cause to be sold, conveyed, transferred, assigned, and delivered to Buyer, and
Buyer shall acquire, the Purchased Assets. At the Closing, subject to the terms
and conditions of this Agreement, PCC agrees to: (i) cause title to the
Purchased Assets to be transferred and delivered to Buyer; and (ii) perform its
obligations under this Agreement to be performed at or before Closing. In full
payment for the Purchased Assets, Buyer shall: (i) assume the Assumed
Liabilities; (ii) pay to PCC (which shall receive such amounts on behalf of the
Asset Sale Companies) the Purchase Price by wire transfer of cash or other
immediately available funds; and (iii) perform its obligations under this
Agreement to be performed at or before Closing. Buyer shall not assume or have
any responsibility with respect to any Liability of PCC Parent, PCC, the PCC
Group or the Asset Sale Companies that is not an Assumed Liability.

2.2. Bills of Sale, Assignment and Assumption Agreements and Other
Documents.

At the Closing, PCC shall cause each of the Asset Sale Companies to: (i)
execute and deliver to Buyer the Bills of Sale, the Assignment and Assumption
Agreements and such other documents as may be necessary to convey to Buyer the
Purchased Assets; and (ii) perform its obligations under the Agreement to be
performed at or before the Closing.

2.3. Assumption of Liabilities.

At the Closing, Buyer shall execute and deliver to PCC the Assignment and
Assumption Agreements and such other documents and instruments as may be
necessary for Buyer to assume all of the Assumed Liabilities. Buyer shall not
assume or have any responsibility, however, with respect to any Liability of PCC
Parent, PCC, the PCC Group or the Asset Sale Companies that is not an Assumed
Liability.

2.4. Proration of Liabilities.

PCC and Buyer shall cooperate with each other to provide for payments due
with respect to the Assumed Liabilities and the Retained Liabilities during the
payment period in which the Closing occurs with all such Liabilities prorated as
of the Closing Date, if applicable.

2.5. Indemnification and Guaranty Agreement.

At the Closing, PCC, PCC Parent, Buyer's Parent and Buyer shall execute and
deliver the Indemnification and Guaranty Agreement.

2.6. Cooperation Agreement.

At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to,
execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC
Parent and PCC shall provide each other certain information and other assistance
in connection with the collection, administration and/or satisfaction of certain
of the Retained Liabilities.

2.7. Administrative Services Agreement.

At the Closing, PCC and Buyer shall execute and deliver the Administrative
Services Agreement pursuant to which PCC or one of its Affiliates will provide
certain services to Buyer and the Asset Sale Companies for a transition period.

2.8. Additional Documents.

At the Closing, PCC and Buyer shall, and PCC shall cause the Asset Sale
Companies to, execute and deliver all such other documents or instruments
necessary or appropriate to effect the transactions contemplated by this
Agreement, including the documents provided in Section 5.6 hereof and in this
Article II.

2.9. Allocation of Purchase Price and Assumed Liabilities.

The Purchase Price and the Assumed Liabilities (to the extent they
constitute part of the amount realized for federal Income Tax purposes) shall be
allocated among the Purchased Assets in accordance with a schedule to be agreed
upon by Buyer and PCC after the Closing Date. Buyer shall prepare such
allocation schedule and deliver it to PCC upon a date to be agreed upon between
the parties, which date shall be no later than 60 days after the Closing Date.
PCC shall be deemed to agree with such allocation schedule unless, within ten
(10) days after the date PCC receives the allocation schedule from Buyer, PCC
notifies Buyer in writing of (i) each allocation with which it disagrees and
(ii) for each such allocation, the amount that PCC proposes to allocate. If PCC
provides such notice to Buyer, the parties shall proceed in good faith to
resolve mutually the disputed allocation amounts within fifteen (15) days after
the date on which PCC notifies Buyer of a disagreement with Buyer's proposed
allocation. If PCC and Buyer cannot resolve any such differences, the parties
agree to submit such differences to arbitration in Abingdon, Virginia, by the
accounting firm of Deloitte & Touche, LLP or another accounting firm acceptable
to both parties (the "CPA Arbitrator"). The CPA Arbitrator shall make such
review and examination of the relevant facts and documents as the CPA Arbitrator
deems appropriate and shall permit each of Buyer and PCC to make a written
presentation of their respective positions. Within forty-five (45) days after
submission of such dispute by both parties, the CPA Arbitrator shall resolve
such dispute in writing and shall prepare and deliver its decision, which shall
(i) be based upon a determination of the fair market value of the Purchased
Assets, (ii) defer to valuations that have been prepared in accordance with
generally accepted valuation techniques absent manifest error, (iii) be final
and binding upon the parties without further recourse or collateral attack and
(iv) accept either Buyer's or PCC's position in its entirety. The party whose
position is not accepted by the CPA Arbitrator shall pay all fees and costs of
such CPA Arbitrator to arbitrate such dispute. The allocation schedule shall
include, at a minimum, information necessary to complete Part II of IRS Form
8594. The allocation to the Purchased Assets is intended to comply with the
requirements of Section 1060 of the Code. The parties shall cooperate to comply
with all substantive and procedural requirements of Section 1060, and except for
any adjustment to the Purchase Price hereunder, after the completion and
agreement by the parties to the allocation schedule, such allocation schedule
shall be adjusted only if and to the extent necessary to comply with such
requirements of Section 1060. Buyer and PCC agree that they will not take nor
will they permit any Affiliate to take, for Income Tax purposes, any position
inconsistent with such allocation schedule to the Purchased Assets; provided,
however, that (i) Buyer's cost for the Purchased Assets may differ from the
total amount allocated hereunder to reflect the inclusion in the total cost of
items (for example, capitalized acquisition costs) not included in the total
amount so allocated and (ii) the amount realized by the Asset Sale Companies may
differ from the total amount allocated hereunder to reflect transaction costs
that reduce the amount realized for federal Income Tax purposes.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PCC

PCC hereby represents and warrants to Buyer that the statements contained
in this Article III are correct and complete, except as set forth in the
Schedules delivered by PCC to Buyer in connection with this Agreement. The
Schedules are arranged in paragraphs corresponding to the lettered and numbered
paragraphs contained in this Article III.

3.1. Incorporation.

PCC and each of the Asset Sale Companies are corporations duly organized,
validly existing and in good standing under the Laws of the respective state or
commonwealth of each such company's incorporation. PCC and each of the Asset
Sale Companies are duly qualified or licensed to transact business as foreign
corporations in Virginia and are in good standing under the laws of Virginia.
Set forth on Schedule 3.1 is the name of each state or other jurisdiction in
which each such company has either paid taxes or had an office in the three
years prior to the date of this Agreement.

3.2. Execution, Delivery and Performance.

The execution, delivery and performance by PCC of this Agreement and by PCC
and the applicable Asset Sale Company of each other agreement or instrument to
which it is a party executed in connection herewith or delivered pursuant hereto
and the consummation of the transactions contemplated herein and therein will
not, with or without the giving of notice or the passage of time, or both: (i)
conflict with, or result in a violation or breach of, or a default, right to
accelerate, right to exercise any remedy or loss of rights under, or result in
the creation of any Lien (other than Permitted Liens) under or pursuant to, any
provision of PCC's or any Asset Sale Company's Articles of Incorporation or
Bylaws or of any material franchise, mortgage, deed of trust, Lien, lease,
license, instrument, agreement, consent, approval, waiver or understanding to
which PCC or any Asset Sale Company is a party or by which any Asset Sale
Company is bound, or any Law or any order, judgment, writ, injunction or decree
to which PCC or any Asset Sale Company is a party or by which PCC, any Asset
Sale Company or the Purchased Assets may be bound or affected; (ii) require the
approval, consent or authorization of, prior notice to, or filing or
registration with any Governmental Authority or, contravene, conflict with or
result in a violation of any of the terms or requirements of, or give any
Governmental Authority the right to revoke, withdraw, suspend, cancel or
terminate any authorization issued by a Governmental Authority that is held by
PCC or the Asset Sale Companies or that otherwise relates to the Purchased
Assets; or (iii) give any Governmental Authority or other Person the right to
challenge any of the transactions contemplated hereunder or exercise any remedy
or obtain any relief under any Law to which PCC or any Asset Sale Company is
subject.

3.3. Authorization.

PCC has full power and authority to enter into and deliver this Agreement
and to perform its obligations hereunder and each of PCC and the Asset Sale
Companies has full power and authority to enter into and deliver each other
agreement or instrument to which it is a party executed in connection herewith
and delivered pursuant hereto and to perform its obligations thereunder. PCC's
execution, delivery and performance of this Agreement and the execution,
delivery and performance of all other agreements and instruments by PCC and each
of the Asset Sale Companies in connection herewith and delivered pursuant hereto
and the transactions contemplated hereby have been duly authorized by all
requisite corporate action on the part of PCC and each of the Asset Sale
Companies. This Agreement and all other agreements or instruments executed by
PCC or any of the Asset Sale Companies in connection herewith and delivered by
PCC or any of the Asset Sale Companies pursuant hereto have been duly executed
and delivered by PCC or any such Asset Sale Companies and this Agreement and all
other agreements and instruments executed by PCC or any of the Asset Sale
Companies in connection herewith and delivered by PCC or any of the Asset Sale
Companies pursuant hereto constitute the legal, valid and binding obligation of
PCC or such Asset Sale Company, as the case may be, enforceable in accordance
with their respective terms (subject to any applicable bankruptcy, insolvency,
reorganization, moratorium or other similar Laws affecting generally the
enforcement of creditors' rights).

3.4. Absence of Changes.

Except as contemplated by this Agreement, since December 31, 2001, none of
the Asset Sale Companies has, with respect to the Purchased Assets:

(a) borrowed or agreed to borrow any funds or incurred, or become
subject to, any Liability, or issued any note, bond or other debt security,
or guaranteed any indebtedness for borrowed money or capitalized lease
obligation, except Liabilities incurred in the Ordinary Course of Business,
none of which would reasonably be expected to result in an impact greater
than $100,000;

(b) paid any Liability other than current Liabilities in the Ordinary
Course of Business;

(c) sold, transferred or otherwise disposed of, or agreed to sell,
transfer or otherwise dispose of any of the Real Property, Equipment, or,
other than in the Ordinary Course of Business, any other Purchased Assets
or cancelled or otherwise terminated, or agreed to cancel or otherwise
terminate, other than in the Ordinary Course of Business, any licenses,
franchises, certificates, concessions and other governmental approvals and
authorizations;

(d) except in the Ordinary Course of Business, entered into any
agreement, contract, lease or license (or series of related agreements,
contracts, leases and licenses) or made or permitted any material amendment
to or termination, acceleration, modification or cancellation of any
Contract or breached any provision of any Contract;

(e) merged or consolidated with any other Person;

(f) mortgaged, pledged or subjected to any Lien any of its assets or
properties, other than Permitted Liens;

(g) made any capital expenditure (or series of related capital
expenditures) either (x) involving more than $100,000 or (y) outside the
Ordinary Course of Business;

(h) made any capital investment in, any loan to, or any acquisition of
the securities or assets of, any other Person (or series of related capital
investments, loans and acquisitions) either (x) involving $100,000 or (y)
outside the Ordinary Course of Business;

(i) delayed or postponed the payment of accounts payable and other
Liabilities outside the Ordinary Course of Business;

(j) cancelled, compromised, waived or released any right or claim (or
series of related rights and claims) either (x) involving more than
$100,000 or (y) outside the Ordinary Course of Business;

(k) made any loan to, or entered into any other transaction with, any
of the directors, officers and employees of such Asset Sale Company outside
the Ordinary Course of Business;

(l) entered into any employment contract or collective bargaining
agreement, written or oral, or modified the terms of any existing such
contract;

(m) except in the Ordinary Course of Business adopted, amended,
modified or terminated any bonus, profit-sharing, incentive, severance or
other plan, contract or commitment for the benefit of any of the directors,
officers and Employees of the Asset Sale Companies, or taken any such
action with respect to any other Employee Benefit Plan;

(n) made any other change in employment terms for any of the
directors, officers and Employees of the Asset Sale Companies outside the
Ordinary Course of Business;

(o) suffered any damage, destruction or loss, whether or not covered
by insurance, that has had or would reasonably be expected to have a
Material Adverse Effect;

(p) implemented or adopted any change in its accounting methods or
principles or the application thereof; or

(q) entered into any agreement, arrangement or understanding with
respect to any of the foregoing.

3.5. Real Property

(a) Schedule 1.66 identifies the leases and subleases that comprise a
portion of the Real Property. PCC has made available to Buyer all such
leases and subleases listed on Schedule 1.66. With respect to each such
lease and sublease:

(i) the lease or sublease is legal, valid, binding, enforceable
and in full force and effect;

(ii) except for the consents set forth on Schedule 3.9(b) that
are required to be obtained and the notices given, the lease or
sublease will continue to be legal, valid, binding, enforceable and in
full force and effect on identical terms following the consummation of
the transactions contemplated hereby (including the assignments and
assumptions referred to above);

(iii) neither the Asset Sale Companies nor, to the Knowledge of
PCC, any other party to the lease or sublease is in breach or default
and no event has occurred which, with notice or lapse of time, would
constitute a breach or default or permit termination, modification or
acceleration thereunder;

(iv) neither the Asset Sale Companies nor, to the Knowledge of
PCC, any other party to the lease or sublease has repudiated any
provision thereof; and

(v) none of the Asset Sale Companies has assigned, transferred,
conveyed or subjected to a Lien any interest in the leasehold or
subleasehold, other than those created pursuant to the terms of that
lease or sublease.

(b) There is not any third party adverse claim to any of the Real
Property, other than Permitted Liens and, to the Knowledge of PCC, no party
is in wrongful possession of any parcel of the Real Property.

3.6. Purchased Assets.

(a) The Asset Sale Companies (i) own good and transferable title to
all of the Purchased Assets free and clear of all Liens and restrictions on
transfer, other than Permitted Liens or (ii) lease such Purchased Assets
under a valid and enforceable lease (subject to any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar Laws affecting
generally the enforcement of creditors' rights). No rights of the Asset
Sale Companies under such leases have been assigned or otherwise
transferred as security for any obligation of the Asset Sale Companies. The
consummation of the transactions contemplated by this Agreement will not
create or constitute, either with or without notice or the passage of time
a default or event of default under any such lease or require the consent
of any other party to such lease in order to avoid a default or event of
default.

(b) Except for the items set forth on Schedule 1.71(u), the Purchased
Assets include all tangible and intangible assets owned by the Asset Sale
Companies and used in the Business.

(c) The Equipment that is currently in use has been maintained in
accordance with normal industry practice and is suitable for the purposes
for which the Asset Sale Companies are presently using such Equipment.

3.7. Intellectual Property.

No third party has asserted any interest in the Intellectual Property, nor
has any third party alleged that any Asset Sale Company has infringed on any
Intellectual Property of any third party. To the Knowledge of PCC, none of the
Asset Sale Companies interferes with, infringes upon, misappropriates, or
otherwise comes into conflict with, any Intellectual Property rights of third
parties as a result of the continued operation of the Business as presently
conducted.

3.8. Environmental Compliance.

(a) Each Asset Sale Company is in material compliance with all
Environmental Laws related to the Purchased Assets.

(b) PCC has made available to Buyer true and complete copies of all
licenses, franchises, certificates, concessions and other governmental
approvals and authorizations held by each of PCC and the Asset Sale
Companies pertaining to the Purchased Assets, as amended, supplemented and
modified through the date hereof.

(c) Schedule 3.8 includes a true and complete list of all of the
citations, notices of non-compliance and notices of violation received by
each of PCC and the Asset Sale Companies with respect to the Purchased
Assets from federal Environmental Protection Agency ("EPA") or any other
Governmental Authority that remain outstanding.

(d) To the Knowledge of PCC, after the Closing, Buyer will not be
liable for any fines, penalties, fees, Taxes or other governmental charges
assessed with respect to notices of violation, cessation orders, closure
orders, show cause orders or other governmental enforcement actions issued
prior to Closing with respect to the Purchased Assets. Neither this
Agreement nor the consummation of the transactions that are the subject of
this Agreement will result in any Buyer Liabilities for site investigation
or cleanup, or notification to or consent of any Governmental Agency or
third parties, pursuant to any of the so-called "transaction-triggered" or
"responsible property transfer" Environmental Laws.

(e) None of the Purchased Assets is identified on (i) the current or
proposed National Priorities List under 40 C.F.R. ss. 300, (ii) the
Comprehensive Environmental Response, Compensation and Liability Inventory
System list or (iii) any list arising from a federal, state or local
statute similar to CERCLA. To the Knowledge of PCC, the Real Property is
not Contaminated with any Hazardous Substance.

(f) (A) None of the Purchased Assets has been or is being used in any
manner associated with the production, manufacture, processing, generation,
storage, treatment, disposal, management, shipment or transportation of
Hazardous Substances and no such Purchased Assets are Contaminated by any
Hazardous Substance; (B) there are no underground storage tanks regulated
pursuant to RCRAss.9001 (42 X.X.X.xx. 6991) or equivalent authorized state
program, and no above ground storage tanks, located at, on, in or under the
Purchased Assets; (C) there is no asbestos-containing material in any form
or condition located at, on, in or under the Purchased Assets; (D) there
are no materials or equipment containing polychlorinated biphenyls located
at, on, in or under the Purchased Assets, (E) there are no landfills or
other areas located at, on, in or under the Purchased Assets where
Hazardous Substances have been disposed; and (F) neither PCC nor the Asset
Sale Companies has disposed of any Hazardous Substance at any offsite
disposal area located on the property of any other Person, other than a
facility permitted by any Governmental Authority with jurisdiction to
receive such Hazardous Substance.

(g) None of the Asset Sale Companies has, with respect to the
Purchased Assets, either expressly or by operation of Law, assumed or
undertaken any Liability, including without limitation, any Liability for
corrective or remedial action, of any other Person relating to any
Environmental Laws.

(h) To the Knowledge of PCC, no conditions existing as of the Closing
Date and relating to the Purchased Assets or the activities of the Asset
Sale Companies or any of their respective predecessors or Affiliates will
prevent or materially hinder Buyer's compliance with Environmental Laws,
require Buyer to undertake any investigatory, remedial or corrective
actions pursuant to Environmental Laws or impose upon Buyer any other
Liabilities pursuant to Environmental Laws, including without limitation,
any Environmental Laws relating to onsite or offsite releases or threatened
releases of Hazardous Substances or imposing Liability for personal injury,
property damage or natural resource damage.

3.9. Contracts.

(a) PCC has made available to Buyer copies of all of the written
Contracts, or a written summary setting forth the terms and conditions
where no copies exist, including all amendments, modifications, waivers and
elections applicable thereto.

(b) As to the Asset Sale Companies party thereto: (i) the Contracts
are valid and binding, enforceable in accordance with their respective
terms (subject to any applicable bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting generally the enforcement of
creditors' rights), and are in full force and effect; (ii) the consummation
of the transactions contemplated herein will not, with or without the
giving of notice or the passage of time, or both, conflict with, or result
in a violation or breach of, or a default, right to accelerate, right to
exercise any remedy or loss of rights under the Contracts; (iii) no Asset
Sale Company is, nor to the Knowledge of PCC, is any other party in
material breach or default, and no event has occurred that, with notice or
lapse of time, would constitute a breach or default, or permit termination,
modification or acceleration, under the Contracts; and (iv) no Asset Sale
Company has, nor to the Knowledge of PCC, has any other party repudiated
any provision of the Contracts.

(c) Schedule 3.9(c) sets forth the consents and approvals of third
parties and Governmental Authorities required to be obtained as a result of
the transactions contemplated by this Agreement.

3.10. Litigation; Claims.

(a) Schedules 3.8 and 3.10 list all claims, legal actions, suits,
litigation, arbitrations, disputes, investigations, proceedings by or
before any Governmental Authority involving more than $100,000 and all
orders, decrees or judgments, now pending or in effect, or, to the
Knowledge of PCC, threatened or contemplated, against or affecting the
Asset Sale Companies, the Purchased Assets, or the consummation of the
transactions contemplated by this Agreement, except to the extent involving
Taxes for Pre-Closing Periods.

(b) There are no existing claims by or disputes involving more than
$100,000 with Persons owning or occupying lands or realty adjoining or near
any of the Purchased Assets regarding Repair Activities by the Asset Sale
Companies or regarding the location of boundary lines, encroachments,
mineral rights, subsidence, water quantity or quality, blasting damage,
transportation of coal or other materials, nuisances or any other similar
matter.

3.11. Employee Benefits.

(a) Schedule 3.11(a) contains a list of all "employee benefit plans"
(as defined in Section 3(3) of ERISA) and all other employee benefit plans,
programs or arrangements, including each severance pay, bonus, deferred
compensation, incentive compensation, stock purchase, stock option or other
equity-based compensation, death benefit, group insurance, hospitalization
or other medical, dental, health, life (including all individual life
insurance policies as to which any of the Asset Sale Companies is the
owner, beneficiary or both), disability or other insurance, Code Section
125 "cafeteria" or "flexible" benefit plan, pension, savings,
profit-sharing or retirement plan, program or arrangement: (i) under which
Employees or former Employees are entitled to participate by reason of
their employment with any of the Asset Sale Companies or their respective
ERISA Affiliates, whether or not any of the foregoing is funded, whether
insured or self-funded, and with respect to which any of the Asset Sale
Companies is a party or a sponsor or a fiduciary thereof or by which any of
the Asset Sale Companies is bound; or (ii) with respect to which any of the
Asset Sale Companies otherwise may have, as of the Closing Date, any direct
or indirect Liability (the "Employee Benefit Plans"). Schedule 3.11(a)
identifies: (i) each Employee Benefit Plan that is a "pension plan" (as
defined in Section 3(2) of ERISA) (the "Pension Plans"), and denotes those
Pension Plans intended to be qualified under Section 401(a) of the Code
(the "Qualified Plans"); (ii) each Employee Benefit Plan that is a
"multiemployer plan" (as defined in Section 3(37) or Section 4001(a)(3) of
ERISA) (a "Multiemployer Plan"); and (iii) each Employee Benefit Plan that
is a "welfare plan" (as defined in Section 3(1) of ERISA) (the "Welfare
Plans").

(b) Each Qualified Plan meets the requirements of a "qualified plan"
under Code Section 401(a) and has received, pursuant to a request that
accurately described such Qualified Plan, a favorable determination letter
from the IRS to the effect that the form of such Qualified Plan satisfies
the requirements of Section 401(a) of the Code and that its related trust
is exempt from taxation under Section 501(a) of the Code. To the Knowledge
of PCC, there are no facts or circumstances that would jeopardize or
adversely affect in any material respect the qualification under Code
Section 401(a) of any Qualified Plan.

(c) As of the Closing Date, full payment to each Employee Benefit Plan
of all contributions (including all employer contributions and employee
salary reduction contributions) that are required to be made by the Asset
Sale Companies under the terms thereof and under ERISA or the Code in
respect of the current and prior plan years, if any, have been made for all
Employee Benefit Plans (except for The Savings and Investment Plan of The
Pittston Company and Its Subsidiaries, which payment shall be made as soon
as possible after the Closing Date). All contributions that are required to
be made by the Asset Sale Companies for any period ending on or before the
Closing Date that are not yet due have been paid to each such Employee
Benefit Plan or accrued in accordance with the past custom and practice of
the Asset Sale Companies. All premiums that are due on or before the
Closing Date have been paid with respect to each such Welfare Plan. As of
the latest actuarial determination, no "accumulated funding deficiency" (as
defined in Section 302 of ERISA or Section 412 of the Code), whether or not
waived, exists with respect to any Pension Plan. The present value of all
accumulated benefit obligations under each Qualified Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standard
No. 87) did not as of the last annual valuation date applicable thereto
exceed the fair market value of the assets of such Qualified Plan. No
"reportable event" within the meaning of Section 4043 of ERISA has occurred
in connection with any of the Pension Plans.

(d) Employee Benefit Plan Compliance.

(i) Each Employee Benefit Plan (other than the Multiemployer
Plans) has been administered substantially in accordance with its
terms;

(ii) each Employee Benefit Plan (other than the Multiemployer
Plans) and each related trust, insurance contract or fund complies in
form and in operation and has been administered substantially in
accordance with any applicable provisions of ERISA, the Code and all
other Laws, all reports, returns and other documentation (including
Form 5500 Annual Reports and PBGC-1s) that are required to have been
filed with the IRS, the United States Department of Labor, the PBGC or
any other Governmental Authority have been filed on a timely basis in
each instance in which the failure to file such reports, returns and
other documents would result in any material Liability to PCC or the
Asset Sale Companies;

(iii) other than routine claims for benefits, no Liens, lawsuits
or complaints to or by any Person or Governmental Authority have been
filed or, to the Knowledge of PCC, are contemplated or threatened,
with respect to any Employee Benefit Plan (other than the
Multiemployer Plans) except for those that would not reasonably be
expected to result in any material Liability to PCC or the Asset Sale
Companies.

(e) Neither PCC nor any of the Asset Sale Companies has received a
written notice of, or incurred, any withdrawal liability with respect to a
Multiemployer Plan.

(f) The consummation of the transactions contemplated by this
Agreement will not (i) entitle any Person to severance pay for which Buyer
will be liable after the Closing; (ii) accelerate the time of payment or
vesting of, increase the amount of, or satisfy a condition to the
compensation due to any Person under any Employee Benefit Plan for which
Buyer will be liable after the Closing; or (iii) result in the payment of
an amount that could, individually or in combination with any other such
payment, constitute an "excess parachute payment" under Code Section
280G(b)(1).

(g) No "prohibited transaction" (as such term is defined in Section
406 of ERISA or Section 4975 of the Code) has occurred with respect to any
Employee Benefit Plan subject to ERISA, other than such a transaction
subject to an administrative or statutory exemption, with respect to which
a Tax, penalty or other amount may reasonably be expected to be imposed on
any of the Asset Sale Companies or their respective ERISA Affiliates.

(h) Neither the PCC Parent, PCC, the Asset Sale Companies nor any of
their respective ERISA Affiliates, nor any organization with respect to
which any such entity is a successor or parent corporation, within the
meaning of Section 4069(b) of ERISA, has engaged in any transaction
described in Sections 4069 or 4212(c) of ERISA.

(i) Each Pension Plan that is not qualified under Code Section 401(a)
or 403(a) is exempt from Parts 2, 3 and 4 of Title I of ERISA as an
unfunded plan that is maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees, pursuant to ERISA Sections 201(2), 301(a)(3) and
401(a)(1).

(j) No assets of any of the Asset Sale Companies are allocated to or
held in a "rabbi trust" or similar funding vehicle.

(k) Neither the PCC Parent, PCC, the Asset Sale Companies nor any of
their respective ERISA Affiliates has received any notification that any
Multiemployer Plan is in reorganization (within the meaning of Section 4121
of ERISA), is insolvent (within the meaning of Section 4245 of ERISA) or
has been terminated (within the meaning of Title IV of ERISA), and to the
Knowledge of PCC, no Multiemployer Plan is reasonably expected to be in
reorganization, insolvent or terminated.

(l) No Welfare Plan is a "multiple employer welfare arrangement" as
defined in Section 3(40) of ERISA.

3.12. Employment Matters.

None of the Asset Sale Companies is a party to, bound by, or negotiating
with respect to any agreement with any labor union, association or other
employee group, nor is any unit of Employees of the Asset Sale Companies
represented by any labor union or similar association. No labor union or
employee organization has been certified or recognized as the collective
bargaining representative of any Employees of the Asset Sale Companies. To the
Knowledge of PCC, there are no active union organizational campaigns or
representation proceedings underway or threatened with respect to any Employees
of the Asset Sale Companies, nor are there any existing or threatened labor
strikes, work stoppages, slowdowns, grievances, unfair labor practice charges,
discrimination charges or labor arbitration proceedings affecting Repair
Activities at or deliveries to any mine or other facility of the Asset Sale
Companies. Each of the Asset Sale Companies has been and is in compliance with
all applicable Laws respecting employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in
compliance would not reasonably be expected to impose any material Liability on
the Asset Sale Companies.

3.13. No Broker.

None of the Asset Sale Companies, PCC or the PCC Parent has had any
dealings, negotiations or communications with or retained any broker or other
intermediary in connection with the transactions contemplated by this Agreement
and none of the foregoing is committed to any Liability for any brokers' or
finders' fees or any similar fees in connection with the transactions
contemplated hereby, other than Rothschild Inc., who shall be compensated solely
by PCC or an Affiliate of PCC.

3.14. Health and Safety Requirements.

As it relates to the Purchased Assets, each of the Asset Sale Companies has
complied with all applicable Health and Safety Requirements and no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand, or notice
is currently outstanding against any of them alleging any failure to so comply,
except for those that would not reasonably be expected to have a Material
Adverse Effect.

3.15. Restrictions on Business Activities.

Except for this Agreement, there is no agreement, judgment, injunction,
order or decree binding upon PCC or any of the Asset Sale Companies that has or
would reasonably be expected to have the effect of prohibiting the conduct of
the Business.

3.16. Powers of Attorney.

There are no outstanding powers of attorney executed on behalf of any of
the Asset Sale Companies affecting the Purchased Assets.

3.17. Transactions With Affiliates.

The Contracts do not include any Liability between any Asset Sale Company
and any Affiliate of such Asset Sale Company. At the Closing, the Purchased
Assets will not include any receivable or other Liability from an Affiliate of
any Asset Sale Company.

3.18. Absence of Certain Payments.

During the five (5) year period prior to the date of this Agreement, to the
Knowledge of PCC, none of the Asset Sale Companies has (nor has any director,
officer, agent, or employee of any Asset Sale Company nor any other person,
acting on behalf of any Asset Sale Company) directly or indirectly: used any of
such company's funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity; made any unlawful payment to
foreign or domestic government officials or employees or to foreign or domestic
political parties or campaigns from such company's funds; violated any provision
of the Foreign Corrupt Practices Act of 1977 applicable to such company;
established or maintained any unlawful or unrecorded fund of such company's
monies or other assets; made any false or fictitious entry on the books or
records of such company; or made any bribe, rebate, payoff, influence payment,
kickback, or other unlawful payment, to any person or entity, private or public,
regardless of form, whether in money, property, or services, to obtain favorable
treatment in securing business or to obtain special concessions for such
company, or to pay for favorable treatment for business secured or for special
concessions already obtained for such company.

3.19. Warranties.

Schedule 3.19 lists all (a) material pending customer complaints and
inquiries involving any services provided by any Asset Sale Company prior to the
Closing, (b) pending or, to the Knowledge of PCC, threatened, liability claims
regarding any service sold or provided by the Company, and (c) material charge
backs, material additional work to be undertaken as field work or otherwise, or
other material claims with respect to any services provided currently.

3.20. Disclosure.

The representations and warranties contained in this Article III do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements and information contained in this
Article III not misleading.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to PCC that:

4.1. Organization.

Buyer is a duly formed limited liability company, validly existing and in
good standing under the Laws of the State of Delaware.

4.2. Execution, Delivery and Performance.

The execution, delivery and performance of this Agreement and each other
agreement or instrument executed in connection herewith or delivered pursuant
hereto and the consummation of the transactions contemplated herein and therein
will not, with or without the giving of notice or the passage of time, or both,
(i) conflict with, or result in a violation or breach of, or a default, right to
accelerate or loss of rights under, or result in the creation of any Lien, under
or pursuant to, any provision of Buyer's organizational documents or of any
franchise, mortgage, deed of trust, lease, license, instrument, agreement,
consent, approval, waiver or understanding, any Law, or any finding, order,
judgment, writ, injunction or decree to which Buyer is a party or by which Buyer
or its respective assets may be bound or affected; or (ii) require the approval,
consent or authorization of, or prior notice to, filing with or registration
with, any Governmental Authority, or any other Person or entity.

4.3. Authorization.

Buyer has full power and authority to enter into and deliver this
Agreement, and each other agreement or instrument (to which it is a party)
executed in connection herewith or delivered pursuant hereto and to perform its
obligations hereunder and thereunder. Buyer's execution, delivery and
performance of this Agreement and all other agreements and instruments executed
in connection herewith or delivered pursuant hereto and the transactions
contemplated hereby have been duly authorized by all requisite action. This
Agreement and all other agreements or instruments executed by Buyer in
connection herewith or delivered by Buyer pursuant hereto have been duly
executed and delivered by Buyer and this Agreement and all other agreements and
instruments executed by Buyer in connection herewith or delivered by Buyer
pursuant hereto constitute Buyer's legal, valid and binding obligation,
enforceable in accordance with their respective terms (subject to any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar Laws
affecting generally the enforcement of creditors' rights).

4.4. No Broker.

Buyer has had no dealings, negotiations or communications with any broker
or other intermediary in connection with the transactions contemplated by this
Agreement nor is it committed to any Liability for any brokers' or finders' fees
or any similar fees in connection with the transactions contemplated hereby.

4.5. Environmental Compliance.

Buyer and all operators it owns or controls are in compliance with all
Environmental Laws in all material respects.

4.6. Financing.

Buyer will have available to it, at the Closing, financial resources
sufficient to consummate the transactions contemplated by this Agreement.

4.7. Disclosure.

The representations and warranties contained in this Article IV do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements and information contained in this
Article IV not misleading.

ARTICLE V
CERTAIN COVENANTS

5.1. Operation in Ordinary Course.

Except as provided in this Agreement, between the date of this Agreement
and the Closing, PCC shall cause each of the Asset Sale Companies, in relation
to the Purchased Assets, to: (i) carry on its business in the Ordinary Course of
Business; (ii) use commercially reasonable efforts to preserve intact its
current business organization, Repair Activities and properties until the
Closing Date, and maintain the relations and good will with its suppliers,
customers, landlords, creditors, agents, and others having business
relationships with such Asset Sale Company; (iii) not enter into any contract or
other obligation binding upon such Asset Sale Company involving its Employees,
any union, or an expenditure, purchase, sale, cost or commitment (unless such
contract is cancelable in thirty or fewer days, involves less than $100,000, or
is for consumable purchases) without the prior written consent of Buyer; and
(iv) report regularly to Buyer concerning the status of the business, Repair
Activities and finances of such Asset Sale Company.

5.2. Compliance with Law.

Between the date of this Agreement and the Closing, each of Asset Sale
Companies shall comply in all material respects with all applicable Laws and
with all orders of any Governmental Authority.

5.3. Cooperation.

Subject to the terms and conditions herein provided, each of PCC and Buyer
agrees to use its commercially reasonable efforts to take, or cause to be taken,
all action, and to do, or cause to be done, all things necessary, proper and
advisable under Law, to consummate and make effective the transactions
contemplated by this Agreement. In case at any time after the Closing Date any
further action is necessary or desirable to carry out the purposes of this
Agreement, PCC and Buyer will, and PCC will cause the Asset Sale Companies to,
execute any additional instruments reasonably necessary to consummate the
transactions contemplated hereby.

5.4. Notices and Consents.

PCC and Buyer each will use their commercially reasonable efforts to obtain
consents of all Governmental Authorities and other third parties necessary to
the consummation of the transactions contemplated by this Agreement. PCC shall
have responsibility for providing any notices to third parties that may be
required by the transactions contemplated by this Agreement and for obtaining,
or causing to be obtained, at its sole cost and expense, the consents listed on
Schedule 5.4(a) and Buyer shall have responsibility for obtaining, at its sole
cost and expense, all consents listed on Schedule 5.4(b), which Schedule shall
include all Equipment leases.

5.5. Publicity.

All general notices, releases, statements and communications to any
Employees, suppliers, distributors and customers of the Asset Sale Companies, to
the general public and to the press relating to the transactions contemplated by
this Agreement shall be made only at such times and in such manner as may be
mutually agreed upon by PCC and Buyer; provided, however, that either party
hereto (or, in the case of PCC, the PCC Parent) shall be entitled to make a
public announcement of the foregoing if: (a) in the opinion of its legal
counsel, such announcement is required to comply with Law or any listing
agreement with any national securities exchange or inter-dealer quotation
system; and (b) such disclosing party gives a reasonable period of notice and
opportunity to comment to the other party hereto of its intention to make such
public announcement; provided, that, failure to comment within 24 hours of
receipt of such notice shall be deemed a waiver of the opportunity to comment;
and provided, further, that nothing in this Section 5.5 shall operate to
prohibit any Asset Sale Company or Buyer from communicating, after the Closing
Date, with its respective suppliers, distributors, customers and the Government
the fact that the transaction has occurred, or with its employees regarding
their employment or the terms and conditions thereof, the operation of the
Purchased Assets or matters necessarily related thereto.

5.6. Replacement Bonds; Insurance and Guarantees; Other Filings.

(a) At or prior to the Closing Date, Buyer shall have: (i) secured
replacement bonds, replacement sureties, guarantees or other financial
security, if applicable, sufficient to allow PCC and the Persons who will
be its Affiliates after the Closing Date to be relieved or released as of
the Closing Date from all financial commitments, guarantees, collateral
agreements or similar undertakings listed on Schedule 5.6; (ii) obtained
property and liability insurance customary for a company that is engaged in
the Business or a business similar to the Business to insure the Purchased
Assets; and (iii) delivered copies of such documents to PCC.

(b) On or prior to the Closing, Buyer shall deliver to PCC: (i) a
Certificate of Good Standing for self-insured status or evidence of
insurance coverage with respect to Buyer's Liabilities for workers'
compensation and federal black lung benefits that arise out of employment
by Buyer or any of its Affiliates of Employees on and after the Closing
Date, to the extent and in the amounts provided in applicable Laws; and
(ii) certification from the Department of Labor of approval of self-insured
status in the event Buyer is to be self-insured for federal black lung
claim liability.

5.7. Exclusivity.

PCC will not (nor will it cause or permit any of the Asset Sale Companies
to) (i) solicit, initiate or encourage the submission of any proposal or offer
from any Person relating directly or indirectly to the acquisition of the
Purchased Assets, or any portion thereof, or (ii) participate in any discussions
or negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner, any effort or attempt by any
Person to do or seek any of the foregoing. PCC will notify Buyer immediately if
any Person makes any proposal, offer, inquiry or contact with respect to any of
the foregoing.

5.8. Access.

At or prior to the Closing Date, PCC will permit (and will cause each of
the Asset Sale Companies to permit) representatives of Buyer to have full access
at all reasonable times, and in a manner so as not to interfere with the normal
business operations of the Asset Sale Companies, to all premises, properties,
personnel, books, records (including Tax records), contracts and documents of or
pertaining to each of the Asset Sale Companies as related to the Purchased
Assets. Copies of and access to accounting records, ledgers and other pertinent
documents or work papers related to the Purchased Assets will be made available
to Buyer at all reasonable times, and in a manner so as not to interfere with
the normal business operations of the Asset Sale Companies, upon request.

5.9. Notice of Developments.

Each party will give prompt written notice to the other party of any
material adverse development causing a breach of any of its own representations
and warranties in Article III and Article IV above. No disclosure by any party
pursuant to this Section 5.9, however, shall be deemed to amend or supplement
the Schedules to such representations and warranties or to prevent or cure any
misrepresentation, breach of warranty or breach of covenant.

5.10. Further Assurances.

The parties shall cooperate in a commercially reasonable manner with each
other and with their respective representatives in connection with any steps
required to be taken as part of their respective obligations under this
Agreement, and shall (a) furnish upon request to each other such further
information; (b) execute and deliver to each other such other documents; and (c)
do such other acts and things, all as the other party may reasonably request for
the purpose of carrying out the intent of this Agreement and the transactions
contemplated.

ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING

6.1. Conditions Precedent to Each Party's Obligations.

The respective obligations of each party to consummate the transactions
contemplated by this Agreement are subject to the satisfaction at or prior to
the Closing Date of the following conditions precedent:

(a) no action, suit, proceeding, order, decree or injunction shall
have been commenced, threatened or entered by or before any Governmental
Authority that remains in force and that (i) prohibits, seeks to prohibit,
or imposes or seeks substantial damages in connection with, the
consummation of the transactions contemplated by this Agreement, (ii) seeks
or imposes relief that causes or would cause any of the transactions
contemplated by this Agreement to be rescinded following consummation, or
(iii) affects adversely the right of Buyer to own the Purchased Assets or
to operate the Business on or after the Closing Date;

(b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and
delivered to each other party thereto the Administrative Services
Agreement, the Cooperation Agreement and the Indemnification and Guaranty
Agreement and any other documentation required in all transactions
contemplated or covered by all such agreements, all in form and substance
as set forth in Exhibits A, E and F attached hereto and the same shall be
in full force and effect;

(c) all other transactions pursuant to which Buyer or any of its
Affiliates acquire assets related to the Business shall have been
consummated prior to or simultaneously with the transactions contemplated
by this Agreement;

(d) PCC and Buyer shall have executed and delivered to each other all
such other documents or instruments necessary or appropriate to effect the
transactions contemplated by this Agreement, including the documents
provided in Section 5.6 hereof; and

(e) PCC shall have obtained, or caused to have been obtained, the
consents listed in Schedule (e)(i) and PCC shall have provided such
payments as may be reasonably required to obtain all such consents. Buyer
shall have obtained, or caused to have been obtained, the consents listed
in Schedule (e)(ii) and Buyer shall have provided such payments, guarantees
and/or assurances as may be reasonably required to obtain all such
consents.

6.2. Conditions Precedent to Obligations of Buyer.

The obligations of Buyer to consummate the transactions contemplated by
this Agreement are subject to the satisfaction or waiver at or prior to the
Closing Date of the following conditions precedent:

(a) all of the representations and warranties of PCC set forth in this
Agreement or in any Exhibit, Schedule or document delivered pursuant
hereto, without regard to any qualification or limitation with respect to
materiality (whether by reference to "Material Adverse Effect" or
otherwise), shall be true and correct in all respects as of the date hereof
and at and as of the Closing Date with the same effect as though such
representations and warranties were made at and as of the Closing unless
the aggregate failure of such representations or warranties to be true and
correct does not have a Material Adverse Effect; provided that if a
representation or warranty is expressly made only as of a specific date, it
need only be true and correct in all respects as of such date, and Buyer
shall have received the PCC Closing Certificate required by Section 6.2(f)
below dated as of the Closing Date executed by PCC to such effect;

(b) all of the covenants and obligations that PCC is required to
perform or to comply with pursuant to this Agreement at or prior to the
Closing Date shall have been duly performed and complied with in all
material respects;

(c) all proceedings and actions, corporate or other, to be taken by
PCC or the Asset Sale Companies in connection with the transactions
contemplated by this Agreement and all documents incident thereto,
including all actions necessary to authorize the execution, delivery and
performance of this Agreement and the transactions contemplated hereby,
shall have been taken and shall be reasonably satisfactory in form and
substance to Buyer and Buyer's counsel;

(d) PCC shall have, and shall have caused the Asset Sale Companies to
have, executed and delivered the Bills of Sale, the Assignment and
Assumption Agreements and such other documents as may be necessary to
convey to Buyer the Purchased Assets;

(e) between the date of this Agreement and the Closing Date, there
shall not have been a change, event or occurrence that, individually, or
together with any other change, event or occurrence, has had or could
reasonably be expected to have a Material Adverse Effect;

(f) Buyer shall have received an opinion of counsel to PCC addressed
to Buyer substantially in the form of Exhibit H; and

(g) Buyer shall have received an executed copy of the PCC Closing
Certificate.

6.3. Conditions Precedent to Obligations of PCC.

The obligation of PCC to consummate and cause the consummation of the
transactions contemplated by this Agreement is subject to the satisfaction or
waiver at or prior to the Closing Date of the following conditions precedent:

(a) all of the representations and warranties of Buyer set forth in
this Agreement or in any Exhibit, Schedule or document delivered pursuant
hereto, without regard to any qualification or limitation with respect to
materiality, shall be true and correct in all respects as of the date
hereof and at and as of the Closing Date with the same effect as though
such representations and warranties were made at and as of the Closing
unless the aggregate failure of such representations or warranties to be
true and correct does not have a material adverse effect on Buyer's ability
to consummate the transactions contemplated by this Agreement or fulfill
its post-Closing obligations hereunder; provided that if a representation
or warranty is expressly made only as of a specific date, it need only be
true and correct in all respects as of such date, and PCC shall have
received Buyer's Closing Certificate required by Section 6.3(h) below dated
as of the Closing Date executed by Buyer to such effect;

(b) all of the covenants and obligations that Buyer is required to
perform or to comply with pursuant to this Agreement at or prior to the
Closing Date shall have been duly performed and complied with in all
material respects;

(c) all proceedings and actions, corporate or other, to be taken by
Buyer in connection with the transactions contemplated by this Agreement,
and all documents incident thereto, including all actions necessary to
authorize the execution, delivery and performance of this Agreement and the
transactions contemplated hereby, shall have been taken and shall be
reasonably satisfactory in form and substance to PCC and its counsel;

(d) PCC shall have received, on behalf of the Asset Sale Companies,
the Purchase Price by wire transfer of cash or other immediately available
funds;

(e) Buyer shall have executed and delivered the Assignment and
Assumption Agreements and such other documents as may be necessary for
Buyer to assume all of the Assumed Liabilities;

(f) Buyer shall have delivered to PCC satisfactory evidence of
compliance with Section 5.6;

(g) between the date of this Agreement and the Closing Date, there
shall not have been a change, event or occurrence that, individually, or
together with any other change, event or occurrence, has had or could
reasonably be expected to have a Material Adverse Effect;

(h) PCC shall have received an opinion of counsel to Buyer addressed
to PCC substantially in the form of Exhibit I; and

(i) PCC shall have received an executed copy of Buyer's Closing
Certificate.

ARTICLE VII
CERTAIN TAX MATTERS

7.1. Property Taxes.

Property Taxes of the Asset Sale Companies with respect to the Purchased
Assets (including, without limitation, property Taxes payable as a tenant or
lessee under any lease) will be pro-rated as of the Closing Date and,
notwithstanding any other provision of this Agreement, the economic burden of
any such property Tax will be borne by (i) the Asset Sale Companies for all
Pre-Closing Periods and the portion of any Straddle Period through the Closing
Date and (ii) by Buyer for all Post-Closing Periods and the portion of any
Straddle Period after the Closing Date. Accordingly, notwithstanding any other
provision of this Agreement, (i) if any Asset Sale Company pays such a property
Tax with respect to a Post-Closing Period or the portion of Straddle Period
after the Closing Date, Buyer will reimburse PCC on behalf of such Asset Sale
Company within 15 days after receiving from PCC written demand for the amount of
such property Tax, and (ii) if Buyer pays such a property Tax with respect to a
Pre-Closing Period or the portion of a Straddle Period through the Closing Date,
PCC on behalf of the Asset Sale Companies will reimburse Buyer within 15 days
after receiving from Buyer written demand for the amount of such property Tax.
For purposes of pro-rating property Taxes, the amount of any property Tax
attributable to the portion of a Straddle Period through the Closing Date shall
be deemed to be the amount of such property Taxes for the entire Straddle Period
multiplied by a fraction, the numerator of which is the number of days in the
Straddle Period through the Closing Date and the denominator of which is the
number of days in the entire Straddle Period. In determining the Straddle Period
for property Taxes, the Tax period as reflected on the statement of Taxes due,
property Tax xxxx, property "tax ticket," or any other request for payment from
a Governmental Authority will determine the taxable period (e.g., a Virginia
property Tax xxxx that indicates the tax year as 2002 is for a Tax for the
taxable period January 1, 2002 through December 31, 2002).

7.2. Sales and Use Taxes.

Buyer and PCC or the Asset Sale Companies hereby intend that the
transaction be an occasional sale within the meaning of Virginia Code Section
58.1-602 and regulations thereunder, and therefore exempt from Virginia sales
and use Tax pursuant to Virginia Code Section 58.1-609. PCC will be responsible
for sales and use Taxes payable as a result of the failure of this transaction
to qualify as an occasional sale or as an exempt transaction under any other
Virginia law; provided, however, that any use Tax payable as a result of this
transaction that would be payable regardless of whether the transaction
qualifies as an occasional sale or not shall be paid by Buyer.

7.3. Transfer Taxes.

All transfer, recording and similar Taxes arising in connection with the
transactions contemplated hereunder shall be borne equally by PCC and Buyer. PCC
and Buyer shall (and they shall cause their respective Affiliates to) cooperate
to comply with all Tax Return requirements for such Taxes and provide such
documentation and take such other actions as may be necessary to minimize the
amount of any such Taxes.

7.4. Access for Tax Returns.

Following the Closing Date, Buyer shall, at reasonable times, and in a
manner so as not to interfere with normal business operations, allow PCC (and if
requested by PCC, representatives of federal, state or local agencies) access to
the Purchased Assets for purposes of reviewing information pertinent to any Tax
Return filed by PCC Parent or any of its Affiliates, including the Asset Sale
Companies.

ARTICLE VIII
COVENANTS REGARDING EMPLOYEES

8.1. Employees.

(a) Subject to the requirements of applicable Laws, but no later than
immediately prior to the Closing, PCC will cause the Asset Sale Companies
to terminate the employment of its Employees with respect to the Purchased
Assets.

(b) From time to time after the Closing Date, PCC and Buyer may
require information with respect to current or former Employees. Without
intending to limit the obligations of the parties in the exchange of
information with respect to any other matter or in accordance with the
Cooperation Agreement, PCC and Buyer agree to furnish such information to
the other, if available, promptly after receipt of a written request
therefor.

ARTICLE IX
TERMINATION

9.1. Termination.

This Agreement may be terminated prior to the Closing Date
only as follows:

(a) by mutual written consent of PCC and Buyer;

(b) by either PCC or Buyer, if the Closing Date shall not have
occurred prior to the close of business on December 31, 2002 or such later
date as the parties may agree in writing (provided, that the right to
terminate this Agreement under this Section 9.1(b) shall not be available
to any party whose failure to fulfill any obligation under this Agreement
has been the cause, in whole or in part, of, or has resulted in, the
failure of the conditions in Article VI to be satisfied and the Closing
Date to occur on or before such date);

(c) by PCC or Buyer if an action, suit, or proceeding, shall have been
commenced or threatened by or before any Governmental Authority, or any
order, decree or injunction shall have been entered therein, that (i)
prohibits, seeks to prohibit, or imposes or seeks substantial damages in
connection with, the consummation of the transactions contemplated by this
Agreement, (ii) seeks or imposes relief that causes or would cause any of
the transactions contemplated by this Agreement to be rescinded following
consummation, or (iii) affects adversely the right of Buyer to own the
Purchased Assets or to operate the Business;

(d) by Buyer if (i) the representations of PCC contained in this
Agreement are not true and correct in all material respects as if made at
and as of that time, except for failures to be true and correct that are
capable of being and are cured within fifteen (15) days after written
notice from Buyer to PCC of such failure; or (ii) PCC has failed to comply
materially with its respective obligations under this Agreement, except for
failures to comply that are capable of being and are cured within fifteen
(15) days after written notice from Buyer to PCC of such failure; or

(e) by PCC if (i) the representations of Buyer contained in this
Agreement are not true and correct in all material respects as if made at
and as of that time, except for failures to be true and correct that are
capable of being and are cured within fifteen (15) days after written
notice from PCC to Buyer of such failure; or (ii) Buyer has failed to
comply materially with its obligations under this Agreement, except for
failures to comply that are capable of being and are cured within fifteen
(15) days after written notice from the PCC to Buyer of such failure.

9.2. Effect of Termination.

If this Agreement is terminated pursuant to Section 9.1 hereof, all further
obligations of the parties under or pursuant to this Agreement shall terminate
without further Liability of either party to the other except: (a) as set forth
in Section 10.4; and (b) for breaches of representations, warranties, or
covenants or for fraud. PCC and Buyer hereby agree that the provisions of this
Section 9.2 and of Section 10.4 shall survive any termination of this Agreement
pursuant to the provisions of this Article IX.

ARTICLE X
MISCELLANEOUS

10.1. Entire Agreement.

This Agreement, the documents referred to herein and to be delivered
pursuant hereto and any other agreement entered into contemporaneously with this
Agreement among PCC, PCC Parent, Buyer and Buyer's Parent or the Affiliates of
any of them constitute the entire agreement between the parties pertaining to
the subject matter hereof, and supersede all prior agreements, understandings,
negotiations and discussions of the parties, whether oral or written, and there
are no warranties, representations or other agreements between the parties in
connection with the subject matter hereof, except as specifically set forth
herein or therein.

10.2. Amendment.

This Agreement may be amended by an instrument in writing and signed on
behalf of all of the parties hereto at any time.

10.3. Extension; Waiver.

At any time prior to the Closing Date, the parties may (i)
extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (ii) waive any inaccuracies in the representations and
warranties contained herein or in any document, certificate or writing delivered
pursuant hereto or (iii) waive compliance with any of the agreements or
conditions contained herein, other than the conditions contained in Section
6.1(a) hereof as it relates to the entry of an order in any proceeding by or
before a Governmental Authority. Any agreement on the part of any party to any
such extension or waiver shall be valid only if set forth in an instrument in
writing and signed on behalf of such party.

10.4. Expenses.

Whether or not the transactions contemplated by this Agreement are
consummated, each of the parties hereto shall pay the fees and expenses of their
respective counsel, investment bankers, financial advisors, accountants and
other experts and the other expenses incident to the negotiation and preparation
of this Agreement and consummation of the transactions contemplated hereby.

10.5. Bulk Sales Waiver.

Buyer hereby waives compliance with all applicable bulk sales Laws.

10.6. Governing Law.

This Agreement shall be construed and interpreted according to the Laws of
the Commonwealth of Virginia, without regard to the conflicts of Law rules
thereof.

10.7. Assignment.

This Agreement and each party's respective rights hereunder may not be
assigned at any time except as expressly set forth herein without the prior
written consent of the other party, provided that PCC may assign its rights
hereunder to any Affiliate of PCC after the Closing Date without the consent of
Buyer and Buyer may assign its rights hereunder to any Affiliate of Buyer prior
to, at or after the Closing Date without the consent of PCC and, further
provided, that nothing in this Agreement shall prevent a successor in interest
to either party from enforcing the provisions of this Agreement.

10.8. Notices.

All communications, notices and disclosures required or permitted by this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or by messenger or by overnight delivery service, or within
five days of being mailed by registered or certified United States mail, postage
prepaid, return receipt requested, in all cases addressed to the person for whom
it is intended at his address set forth below or to such other address as a
party shall have designated by notice in writing to the other party in the
manner provided by this Section 10.8:

If to PCC: Pittston Coal Company
000 X.X. Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: President

With a copy to: Pittston Coal Company
c/o The Pittston Company
0000 Xxxxxxxx Xxxxx
X.X. Xxx 00000
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: General Counsel

And a copy to: Hunton & Xxxxxxxx
Riverfront Plaza, East Tower
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Heuhsen, Esq.

If to Buyer: Maxxim Rebuild Co., LLC
c/o Alpha Natural Resources, LLC
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Vice President

With a copy to: First Reserve Corporation
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx

First Reserve Corporation
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx

Bartlit Xxxx Xxxxxx Xxxxxxxxx & Xxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Esq.

10.9. Counterparts; Headings.

This Agreement may be executed in several counterparts, each of which shall
be deemed an original, but such counterparts shall together constitute but one
and the same Agreement. The Table of Contents and Article and Section headings
in this Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.

10.10. Interpretation; Construction.

(a) Unless the context requires otherwise, all words used in this
Agreement in the singular number shall extend to and include the plural,
all words in the plural number shall extend to and include the singular and
all words in any gender shall extend to and include all genders.

(b) This Agreement has been fully negotiated by the parties hereto and
shall not be construed by any Governmental Authority against either party
as the drafting party.

10.11. Severability.

If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

10.12. No Reliance.

No third party is entitled to rely on any of the representations,
warranties and agreements contained in this Agreement and PCC and Buyer assume
no Liability to any third party because of any reliance on the representations,
warranties and agreements of PCC and Buyer contained in this Agreement, other
than Section 5.5 and Article VIII hereof, which are intended to be for the
benefit of the Persons expressly covered thereby and may be enforced by such
Persons.

10.13. Retention of and Access to Records.

After the Closing Date, Buyer shall retain for a period consistent with
Buyer's record retention policies and practices those books and records relating
to the Asset Sale Companies delivered to Buyer. Buyer also shall provide to PCC
and its Affiliates reasonable access thereto, during normal business hours and
on at least three days' prior written notice, to enable them to prepare
financial statements or Tax Returns or deal with Tax audits or litigation. Buyer
shall deliver to PCC at least thirty days written notice prior to the
destruction or other disposal of any such books and records. PCC and its
Affiliates may elect to take delivery of any such books and records that Buyer
intends to destroy or otherwise dispose of and to copy any such books and
records that Buyer intends to keep, all at their own expense.

10.14. Arbitration.

Any dispute, controversy or claim arising out of or relating to this
Agreement (a "Dispute"), excluding any dispute or disagreement among the parties
concerning the allocation of Purchase Price and Assumed Liabilities, which shall
be resolved pursuant to Section 2.9, shall be decided by binding arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association. PCC and Buyer shall jointly select one arbitrator. If the two
parties shall fail to select an arbitrator within fourteen calendar days after
arbitration is requested, then such arbitrator shall be selected by the American
Arbitration Association or any successor thereto upon application of either
party. No Dispute shall be consolidated in any arbitration with any dispute,
claim or controversy of any other party. The arbitration shall be conducted in
Roanoke, Virginia, and any court having jurisdiction thereof may immediately
issue judgment on the arbitration award. The parties agree that the arbitration
provided for in this Section 10.14 shall be the exclusive means to resolve all
Disputes.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.

PITTSTON COAL COMPANY

By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Development
and Technical Resources

MAXXIM REBUILD CO., LLC

By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Vice President

SCHEDULE 1.4

ASSET SALE COMPANIES

Maxxim Rebuild Company, Inc., a Delaware corporation

Pittston Coal Management Company, a Virginia corporation

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