2,525,000 Common Units ECA MARCELLUS TRUST I UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2011 • ECA Marcellus Trust I • Crude petroleum & natural gas • New York
contained in, the Registration Statement, the Time of Sale Information and the Prospectus (except to the extent specified in the foregoing opinions), based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that:
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...ECA Marcellus Trust I • July 13th, 2010 • Crude petroleum & natural gas • Pennsylvania
THIS MORTGAGE, ASSIGNMENT OF LEASES, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this “Mortgage”) is entered into as of July 7, 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 (the “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 • July 13th, 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 7th day of July, 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 July 7, 2010 between ENERGY CORPORATION OF AMERICA and ECA MARCELLUS TRUST ISwap Agreement • July 13th, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • New York
This SWAP AGREEMENT, dated as of July 7, 2010, is between ENERGY CORPORATION OF AMERICA, a West Virginia corporation (“ECA”), and ECA MARCELLUS TRUST I, a Delaware statutory trust (the “Trust”).
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”).
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...Term Conveyance • June 21st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas
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 (the “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.
DEVELOPMENT AGREEMENT INTRODUCTIONDevelopment Agreement • July 13th, 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:
Administrative Services AgreementAdministrative Services Agreement • July 13th, 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 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 July 7, 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, July 7, 2010 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
TRUST AGREEMENT OF ECA MARCELLUS TRUST ITrust Agreement • April 1st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Delaware
This Trust Agreement of ECA Marcellus Trust I is entered into effective as of the 19th day of March, 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”), and Michael Fletcher, a natural person residing in the state of Colorado (the “Trustee”), as trustees (collectively referred to herein as the “Trustees”). ECA and the Trustees hereby agree as follows:
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”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 1st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Georgia
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) is made and entered into effective as of August 4, 2008 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 FOOTHILL, INC., a California corporation, as the 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.”
The Bank of New York Mellon Trust Company, N.A., As Trustee of ECA Marcellus Trust I Austin, Texas 78701ECA Marcellus Trust I • December 1st, 2017 • Crude petroleum & natural gas
This letter will evidence the agreement described below between The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”) of ECA Marcellus Trust I (the “Trust”) and Energy Corporation of America, a West Virginia corporation (“ECA”).
WHEN RECORDED OR FILED, PLEASE RETURN TO: Bracewell LLPECA Marcellus Trust I • December 1st, 2017 • Crude petroleum & natural gas • Pennsylvania
FIRST AMENDMENT OF TRUST AGREEMENT OF ECA MARCELLUS TRUST ITrust Agreement • May 7th, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas
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 Michael Fletcher, 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”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among ENERGY CORPORATION OF AMERICA, a West Virginia corporation as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative...Credit Agreement • April 1st, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Georgia
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of September 7, 2007, 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 FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, ENERGY CORPORATION OF AMERICA, a West Virginia corporation (“Borrower”).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ENERGY CORPORATION OF AMERICA, JOHN MORK, JULIE MORK AND ECA MARCELLUS TRUST I DATED AS OF July 7, 2010Registration Rights Agreement • July 13th, 2010 • ECA Marcellus Trust I • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 7, 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”).
