REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ENERGY CORPORATION OF AMERICA, JOHN MORK, JULIE MORK AND ECA MARCELLUS TRUST I DATED AS OF [____], 2010Registration Rights Agreement • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [___], 2010, by and among ECA Marcellus Trust I, statutory trust formed under the laws of the State of Delaware (the “Trust”), and Energy Corporation of America (“ECA”), a West Virginia corporation, John Mork and Julie Mork (collectively with ECA and John Mork, the “Principal Unitholders”).
MORTGAGE, ASSIGNMENT OF LEASES, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT FROM ENERGY CORPORATION OF AMERICA, as MORTGAGOR TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE OF ECA MARCELLUS TRUST I, as MORTGAGEE Dated as...Mortgage, Assignment of Leases, Security Agreement, Fixture Filing and Financing Statement • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Pennsylvania
THIS MORTGAGE, ASSIGNMENT OF LEASES, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this “Mortgage”) is entered into as of , 2010 by Energy Corporation of America, a West Virginia corporation (herein called “Mortgagor”), whose address for notice is 4643 South Ulster Street, Suite 1100, Denver, CO 80237, and The Bank of New York Mellon Trust Company, N.A., acting not in its individual capacity but solely as trustee of ECA Marcellus Trust I, a Delaware statutory trust, as mortgagee (“Mortgagee”) whose address for notice is c/o The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Suite 500, Austin Texas 78701.
Administrative Services AgreementAdministrative Services Agreement • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Delaware
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) by and between ENERGY CORPORATION OF AMERICA, a West Virginia corporation, with offices at 4643 South Ulster Street, Suite 100, Denver, Colorado 80237-2867 (“Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the State of New York, with offices at 919 Congress Avenue, Suite 500, Austin, Texas 78701, as trustee (the “Trustee”), acting not in its individual capacity but solely as trustee of the ECA Marcellus Trust I, a statutory trust formed under the laws of the State of Delaware (the “Trust”) under that certain Amended and Restated Trust Agreement dated as of , 2010, (as the same may be amended from time to time, the “Trust Agreement”) is delivered to be effective as of 7:00 a.m., Eastern Time, , 2010 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
AMENDED AND RESTATED TRUST AGREEMENT OF ECA MARCELLUS TRUST I Among ENERGY CORPORATION OF AMERICA and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. and CORPORATION TRUST COMPANYTrust Agreement • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of ECA Marcellus Trust I (the “Trust”) is entered into effective as of the [l] day of [June], 2010, by and among ENERGY CORPORATION OF AMERICA, a West Virginia corporation with its principal office in Denver, Colorado (“ECA”) as trustor, CORPORATION TRUST COMPANY, a corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Corporation Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the State of New York with its principal place of business in New York, New York (the “Bank”), as Trustee (as hereinafter defined).
DEVELOPMENT AGREEMENT INTRODUCTIONDevelopment Agreement • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Pennsylvania
If Assignor holds an eighty-five percent (85%) Working Interest in a Development Well and the Adjusted Horizontal Well Factor is 0.8, then the computation would be:
Swap Agreement dated as of June [ ], 2010 between ENERGY CORPORATION OF AMERICA and ECA MARCELLUS TRUST ISwap Agreement • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • New York
This SWAP AGREEMENT, dated as of June [ ], 2010, is between ENERGY CORPORATION OF AMERICA, a West Virginia corporation (“ECA”), and ECA MARCELLUS TRUST I, a Delaware statutory trust (the “Trust”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Georgia
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) is made and entered into as of June 17, 2010, but effective upon the date of satisfaction of all of the conditions set forth in Article III of this Amendment, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, INC., a California corporation (fka Wells Fargo Foothill, Inc.), as the book runner, arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, ENERGY CORPORATION OF AMERICA, a West Virginia corporation (“Borrower”).
ASSIGNMENT AND CONVEYANCEAssignment and Conveyance • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Pennsylvania
THIS ASSIGNMENT AND CONVEYANCE (this “Conveyance”) from each person executing this agreement on the signature pages hereto under the heading “Assignor” (collectively, “Assignor”), to ENERGY CORPORATION OF AMERICA, a West Virginia corporation, with offices at 4643 South Ulster Street, Suite 100, Denver, Colorado 80237-2867 (“Assignee”), is delivered to be effective as of [7:00 a.m., Eastern Time, April 1, 2010] (the “Effective Time”). Assignor and Assignee are sometimes referred to herein individually as a “Party” and collectively as “Parties.”
