FIRST AMENDMENT OF TRUST AGREEMENT OF ECA MARCELLUS TRUST I

Exhibit 4.2

FIRST AMENDMENT OF
TRUST AGREEMENT
OF
ECA MARCELLUS TRUST I

     This First Amendment to the Trust Agreement of ECA Marcellus Trust I is entered into effective as of the [6]th day of May, 2010 (this “Trust Agreement”), by and among Energy Corporation of America, a West Virginia corporation with its principal office in Charleston, West Virginia (together with its successors and assigns, “ECA”) as trustor, and The Corporation Trust Company, a corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Corporation Trust”), The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) as trustees (collectively referred to herein as the “Trustees”) and Xxxxxxx Xxxxxxxx, a natural person residing in the state of Colorado (the “Acting Trustee”). Capitalized terms not defined herein shall have the meanings assigned to them in the Trust Agreement of ECA Marcellus Trust I (the “Trust Agreement”).

     WHEREAS, on March 19, 2010, ECA, Corporation Trust and the Acting Trustee entered into the Trust Agreement for the purpose of forming ECA Marcellus Trust I (the “Trust”) and for the other purposes enumerated therein;

     WHEREAS, the Acting Trustee desired to serve as trustee only for the purpose of forming the Trust;

     WHEREAS, the Trust having been formed, the Trustee now desires to serve as trustee of the Trust and the Acting Trustee desires to resign the position of trustee of the Trust;

     WHEREAS, the Trustees, the Acting Trustee and ECA believe it is in the best interest of the Trust for the Acting Trustee to step aside and for the Trustee to serve as trustee of the Trust.

     The Trustees, the Acting Trustee and ECA hereby agree to amend the Trust Agreement as follows:

     1. The Acting Trustee resigns and is removed from his position as trustee of the Trust.

     2. The Trustee is hereby appointed as the new trustee of the Trust.

     IN WITNESS WHEREOF, ECA, the Trustee, the Acting Trustee and Corporation Trust have caused this Agreement to be duly executed the day and year first above written.

				ENERGY CORPORATION OF AMERICA
ATTEST:
/s/ Xxxxx Xxx Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxx Xxx Xxxxxx						Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary						Title: CFO
				ACTING TRUSTEE
ATTEST:
/s/ Xxxxx Xxx Xxxxxx						/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxx Xxx Xxxxxx Title: Assistant Secretary						Xxxxxxx Xxxxxxxx
				CORPORATION TRUST COMPANY
ATTEST:
/s/ Xxxxxxx X. Xxxxxxx				By:		/s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxx						Name: Xxxxxxxx X. Xxxxxxxx
Title: Assistant Secretary						Title: Assistant Vice President
				THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
ATTEST:
/s/ Xxxxx Xxxxxxx				By:		/s/ Xxxx X. Xxxxxx
Name: Xxxxx Xxxxxxx						Xxxx X. Xxxxxx
Title: Administrative Assistant						Vice President

2