exv10w2






Exhibit 10.2




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 




     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”).



RECITALS




     A. Agent, the Lenders and the Borrower entered into that certain Second Amended and Restated
Credit Agreement, dated as of September 7, 2007 (the “Credit Agreement”).



     B. Borrower has requested an increase in the Maximum Loan Amount from $200,000,000.00 to
$250,000,000.00, consisting of a Maximum Revolver Amount of up to $150,000,000.00 and a Term Loan
Amount of up to $100,000,000.00.



     C. As of August 1, 2008, the outstanding principal amount under the Term Loan is
$99,000,000.00 and the outstanding principal amount under the revolving facility is $75,274,335.76.
Such amounts are unconditionally owed by Borrower to Lenders without offset, defense or
counterclaim of any kind, nature or description whatsoever.



     D. Agent and the Lenders are willing to consent to such an increase and to amend the Credit
Agreement subject to the terms and conditions hereinafter set forth.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:



ARTICLE I

Definitions




     Section 1.01. Recitals. The foregoing recitals are hereby incorporated into and made
a part of this Amendment for all purposes.



     Section 1.02. Definitions. Capitalized terms used in this Amendment, to the extent
not otherwise defined herein, shall have the same meaning as in the Credit Agreement, as amended
hereby.



ARTICLE II

Amendments and Other Agreements




     Section 2.01. Amendment to Section 1.1 of the Credit Agreement. The following
definitions in Section 1.1 of the Credit Agreement are hereby amended by amending and
restating each such definition in its entirety to read as follows:




     “’Applicable Margin’ means, on any day, and with respect to any Obligation, the
applicable per annum percentage set forth in the table shown below, based on the
average monthly Revolver Usage for the immediately preceding month:



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	Average Monthly	 	 	 	 	 	LIBOR	 
	Total Usage	 	Base Rate Loans	 	 	Rate Loans	 
	 
	 	 	 	 	 	 	 	 
	$0 to $60,000,000.00
	 	 	Less 0.25%	 	 	 	Plus 1.50%	 
	$60,000,000.01 to $115,000,000.00
	 	 	Plus 0.0%	 	 	 	Plus 1.75%	 
	Greater than $115,000,000.00
	 	 	Plus 0.25%	 	 	 	Plus 2.00%	 







     “’Hydrocarbon Interests Hedging Agreement Reserves’ means as of any date
of determination, reserves in an amount, if positive, equal to (a) the aggregate
Hedging Obligations of Borrower, its Subsidiaries and Affiliates to Bank Product
Providers relating to commodities or commodity prices, minus (b)(i) the
Total Value (calculated in a manner consistent with the determination of the
Borrowing Base) multiplied by 65%, minus (ii) the Maximum Loan
Amount. By way of example, if (A) the aggregate Hedging Obligations are
$60,000,000.00, (B) the Total Value is $386,000,000.00 and (C) the Maximum Loan
Amount is $250,000,000.00, then $60,000,000.00 — [($386,000,000.00 x 0.65) -
$250,000,000.00] = $59,100,000.00.”




     “’Maximum Loan Amount’ means $250,000,000.00.”




     “’Maximum Revolver Amount’ means $150,000,000.00, as such amount may be reduced
from time to time in accordance with Section 6.23.”




     “’PV-10 Value’ means, as of the date of determination, the sum of the present
values of the Net Operating Income expected to be received in each of the months
following the date of determination, determined as follows:




     (a) the Net Operating Income shall be determined on the lesser amount
of (i) a ceiling value of MmBTU — $6.50 and Bbl — $65.00 of Proved
Developed Producing Reserves as of such date of determination, adjusting
such price to reflect the effect of the then-outstanding Hedging Agreements,
but without adjustment to reflect the Basis Differential with respect to
Hydrocarbons produced from the Eligible Proved Developed Producing Reserves
of the Pledging Subsidiaries and the Eligible Proved Developed Producing
Reserves of the Partnerships and the LLC, as determined by the Approved
Engineer and approved by Agent, or (ii) (x) on the basis of the contract
price to the extent contracts exist or (y) in the event that contracts do
not exist, on the basis of the applicable NYMEX Price for the category of
Proved Developed Producing Reserves as of such date of determination,
adjusting such price to reflect the appropriate Basis Differential with
respect to Hydrocarbons produced from the Eligible Proved Developed
Producing Reserves of the Pledging Subsidiaries and the Eligible Proved
Developed Producing Reserves of the Partnerships and the LLC and the effect
of the then-outstanding Hedging Agreements, as determined by the Approved
Engineer and approved by Agent; and




     (b) the present value of each such Net Operating Income amount shall be
determined by discounting such Monthly Net Operating Income from the month
in which it is expected to be received, on a monthly basis, to such date of
determination at a rate of 10% per annum.”



     Section 2.02. Amendment to Section 2.2 of the Credit Agreement. Section 2.2
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:



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amendment to second Amended and Restated Credit Agreement — Page 2









 






     “2.2 Term Loan. Borrower hereby represents and warrants that Lenders
have made the Term Loan in the principal amount equal to the Term Loan Amount to
Borrower for the purposes set forth in Section 6.20 hereof. The Term Loan
shall be repaid on the following dates and in the following amounts:



	 	 	 
	Date	 	Installment Amount
	July 10, 2009

	 	$1,000,000
	July 10, 2010
	 	$1,000,000
	July 10, 2011
	 	$1,000,000







The outstanding unpaid principal balance and all accrued and unpaid interest under
the Term Loan shall be due and payable on the earliest of (a) the Maturity Date, (b)
the date of the acceleration of the Term Loan in accordance with the terms hereof,
and (c) the date of termination of this Agreement, whether by its terms, by
prepayment, or by acceleration. All amounts outstanding under the Term Loan shall
constitute Obligations.




The Lenders acknowledge a payment, on or prior to July 10, 2008, by Borrower on the
outstanding indebtedness under the Term Loan in the amount of $1,000,000.00 (the
“July 2008 Term Installment Payment”). Borrower made such payment by applying funds
advanced under the revolving facility to the Term Loan. Borrower has requested
that, as of August 4, 2008, the principal amount outstanding under the Term Loan be
$100,000,000.00. Accordingly, the Lenders agree to reverse the July 2008 Term
Installment Payment, which shall result in the advances under the revolving facility
being reduced by $1,000,000 and the principal amount outstanding under the Term Loan
being increased by $1,000,000, such that, as of August 4, 2008, the principal amount
outstanding under the Term Loan is $100,000,000.00, and the principal amount
outstanding under the revolving facility is $74,274,335.76.”



     Section 2.03. Amendment to Section 6.23 of the Credit Agreement. Section
6.23 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:




     “6.23. Collateral Value. Unless otherwise consented to by Agent in
writing, after a Reserve Report or other report or information is delivered pursuant
to Section 6.2 or otherwise that shows the Total Value is less than the
amount determined by multiplying the Maximum Loan Amount by 1.5 (“Collateral Value
Amount”), Agent may adjust the Borrowing Base accordingly and Borrower shall, within
five (5) Business Days, notify Agent that Borrower shall:




     (a) execute, and/or cause to be executed and delivered to the Agent
within sixty (60) days supplemental or additional Mortgages, in form and
substance satisfactory to the Agent and its counsel, securing payment of the
Obligations and covering other Oil and Gas Properties directly owned by
Borrower, one or more of the Pledging Subsidiaries or any other Subsidiary
of Borrower which are not then covered by any Mortgage and having a value
(as determined by Agent in its sole discretion), in addition to the other
Oil and Gas Properties already subject to a Mortgage, sufficient to cause
the Total Value to exceed the Collateral Value Amount, or



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amendment to second Amended and Restated Credit Agreement — Page 3









 






     (b) if such Oil and Gas Properties are insufficient to provide such
supplemental or additional Mortgages, then, within five (5) days, (i)
demonstrate to Agent that it cannot provide such supplemental or additional
Mortgages and (ii) make a payment with respect to the Advances in an
aggregate principal amount sufficient to reduce the Total Usage to an amount
equal to or less than 65% of the newly established Total Value.”



     Section 2.04. Amendment to Section 7.20(a)(i) of the Credit Agreement. Section
7.20(a)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:




     “(i) Minimum EBITDAX. (A) after the date hereof to and including September 30,
2008, EBITDAX in an amount equal to or greater than $40,000,000.00 at the close of
each fiscal quarter of Borrower and (B) after September 30, 2008, EBITDAX in an
amount equal to or greater than $55,000,000.00 at the close of each fiscal quarter
of Borrower. Compliance of the foregoing covenant will be tested quarterly on a
rolling four quarter basis.”



     Section 2.05. Amendment to Schedule C-1 to the Credit Agreement. Schedule
C-1 to the Credit Agreement is hereby amended and restated in its entirety to read as set forth
on Exhibit A attached hereto.



ARTICLE III

Conditions 




     Section 3.01. Conditions Precedent. The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent, unless specifically waived by Agent:




     (a) Agent shall have received this Amendment, duly executed by Borrower, together with
the Consent and Ratification (the “Ratification”) attached hereto, duly executed by each
Pledging Subsidiary;




     (b) Borrower shall deliver evidence to Agent that all necessary corporate
authorizations and proceedings were taken by Borrower and the Pledging Subsidiaries in
connection with the transactions contemplated by this Amendment;




     (c) The representations and warranties contained herein, in the Credit Agreement, as
amended hereby, the Ratification and in each other Loan Document shall be true and correct
as of the date hereof, as if made on the date hereof, except to the extent such
representations and warranties relate to an earlier date;




     (d) Borrower shall have delivered a certificate to Agent demonstrating, in form and
substance satisfactory to Agent, a Total Value equal to or in excess of $350,000,000.00;




     (e) No Event of Default shall have occurred and be continuing and no Default shall
exist; and




     (f) Borrower shall have delivered or caused to be delivered such other documents,
agreements and instruments as Agent may require to effect the terms and provisions of this
Amendment.



     Section 3.02. Conditions Subsequent. Unless specifically waived in writing by Agent,
Borrower shall complete or cause to be completed the requirements set forth below (the “Conditions
Subsequent”), in form and substance satisfactory to Agent, on or before the applicable completion
date, and Borrower



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amendment to second Amended and Restated Credit Agreement — Page 4









 




acknowledges and agrees that Borrower’s failure or refusal to complete any of the Conditions
Subsequent on or before the applicable completion date shall, at Agent’s election, constitute a
breach of Borrower’s agreement hereunder and an Event of Default under the Credit Agreement without
the necessity of any written notice to Borrower and shall allow the Agent (at its option) to
exercise any and all of its remedies:





     (a) On or before October 31, 2008, Borrower shall have executed and delivered to Agent
such Mortgages and/or Deeds of Trust (as applicable) and any amendment, supplement or
modification to same as may be required by Agent for recording as appropriate sufficient for
the Mortgaged Properties to have an aggregate value equal to or in excess of
$375,000,000.00, and all such documents and instruments shall be duly recorded in form and
substance satisfactory to Agent, and Borrower shall have caused to be delivered to Agent, in
form and substance similar to what has been previously provided by Borrower to Agent, such
financing statements and/or amendments or modifications thereto, title searches and/or title
updates as may be required by Agent in connection therewith; and




     (b) On or before October 31, 2008, Borrower shall have delivered or caused to be
delivered to Agent an internally prepared engineering report certifying to Agent that
Borrower has Mortgaged Properties having a value equal to or in excess of $375,000,000.00.



ARTICLE IV

Ratifications, Representations and Warranties




     Section 4.01. Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement
and, except as expressly modified and superseded by this Amendment, the terms and provisions of the
Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full
force and effect. Borrower and the Agent agree that the Credit Agreement, as amended hereby, and
the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance
with their respective terms.



     Section 4.02. Representations and Warranties. Borrower hereby represents and
warrants to Agent as follows:




     (a) the execution, delivery and performance of this Amendment and any and all other
Loan Documents executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of Borrower and do not and will not conflict with or
violate any provision of any applicable law, the Articles of Incorporation or Bylaws of
Borrower or any agreement, document, judgment, license, order or permit applicable to or
binding upon the Borrower or its Property; no consent, approval, authorization or order of
and no notice to or filing with, any court or governmental authority or third person is
required in connection with the execution, delivery or performance of this Amendment or to
consummate the transactions contemplated hereby;




     (b) the representations and warranties contained in the Credit Agreement, as amended
hereby, the Ratification and in each of the other Loan Documents are true and correct on and
as of the date hereof as though made on and as of the date hereof, except to the extent such
representations and warranties relate to an earlier date;




     (c) Borrower is in full compliance with all covenants and agreements contained in the
Credit Agreement, as amended hereby, and in each of the other Loan Documents; and



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amendment to second Amended and Restated Credit Agreement — Page 5









 






     (d) Except as has otherwise been disclosed to Agent, Borrower has not amended its
Articles of Incorporation or Bylaws or other organizational documents since the date of the
execution of the Credit Agreement.



ARTICLE V

Miscellaneous




     Section 5.01. Survival of Representations and Warranties. All representations and
warranties made in the Credit Agreement and the other Loan Documents, including, without
limitation, this Amendment, shall survive the execution and delivery of this Amendment, and no
investigation by Agent or any closing shall affect the representations and warranties or the right
of Agent to rely upon them.



     Section 5.02. Reference to Credit Agreement. Each of the Loan Documents, including
the Credit Agreement and any and all other agreements, documents or instruments now or hereafter
executed and delivered pursuant to the terms of the Credit Agreement, as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Credit Agreement shall mean a reference
to the Credit Agreement, as amended hereby.



     Section 5.03. Expenses of Agent. As provided in the Credit Agreement, Borrower
agrees to pay on demand all reasonable costs and expenses incurred by Agent in connection with the
preparation, negotiation and execution of this Amendment and any and all amendments, modifications,
and supplements hereto, including, without limitation, the reasonable costs and fees of Agent’s
legal counsel, and all reasonable costs and expenses incurred by Agent in connection with the
enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any
other Loan Document, including, without limitation, the reasonable costs and fees of Agent’s legal
counsel.



     Section 5.04. RELEASE. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE
ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO
SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE AGENT OR THE LENDERS. BORROWER
HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE AGENT AND THE LENDERS, THEIR
PREDECESSORS, AGENTS, ATTORNEYS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS,
DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR
UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL,
AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS
EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE AGENT AND THE LENDERS, THEIR
PREDECESSORS, AGENTS, ATTORNEYS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF
WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE,
AND ARISING FROM ANY OF THE OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,
CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN
DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.



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     Section 5.05. Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder
of this Amendment and the effect thereof shall be confined to the provision so held to be invalid
or unenforceable.



     Section 5.06. APPLICABLE LAW. THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE AND
TO BE PERFORMABLE IN ATLANTA, GEORGIA, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF GEORGIA.



     Section 5.07. Successors and Assigns. This Amendment is binding upon and shall inure
to the benefit of Agent, the Lenders and the Borrower and their respective successors and assigns,
except the Borrower may not assign or transfer any of its rights or obligations hereunder without
the prior written consent of Agent.



     Section 5.08. Counterparts/Facsimile. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile shall be equally as effective as delivery of an original
executed counterpart of this Amendment. Any party delivering an executed counterpart of this
Amendment by facsimile shall also deliver an original executed counterpart of this Amendment but
the failure to do so shall not affect the validity, enforceability and binding effect of this
Amendment.



     Section 5.09. Effect of Waiver. No consent or waiver, express or implied, by Agent
to or for any breach of or deviation from any covenant or condition of the Credit Agreement shall
be deemed a consent or waiver to or of any other breach of the same or any other covenant,
condition or duty.



     Section 5.10. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment.



     Section 5.11. FINAL AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED HEREBY, REPRESENTS
THE FINAL AGREEMENT AMONG THE PARTIES RELATED TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



[Remainder of page intentionally left blank.]




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amendment to second Amended and Restated Credit Agreement — Page 7









 





     IN WITNESS WHEREOF, the Borrower, Agent and the Lenders have caused this Amendment to be
executed as of the date first written above by their duly authorized officers.



	 	 	 	 	 
	 	 	BORROWER
	 
	 	 	 	 
	 	 	ENERGY CORPORATION OF AMERICA
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael S. Fletcher
	 
	 	 	 	 
	 
	 	Name:	 	Michael S. Fletcher 
	 

	 	 	 	 
	 

	 	Title:	 	CEO 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	AGENT AND LENDERS
	 
	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, INC.,
	 	 	as Agent and Lender
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary Forlenza
	 

	 	 	 	 
	 

	 	Name:	 	Gary Forlenza 
	 
	 	 	 	 
	 

	 	Title:	 	VP 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
	 	 	as Lender
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Charles W. Patterson
	 

	 	 	 	 
	 

	 	Name:	 	Charles W. Patterson 
	 

	 	 	 	 
	 

	 	Title:	 	Managing Director 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Lender
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tyler Faverbach
	 

	 	 	 	 
	 

	 	Name:	 	Tyler Faverbach 
	 

	 	 	 	 
	 

	 	Title:	 	Vice President 
	 

	 	 	 	 





[Consent and Ratification follows.]




first amendment to second
Amended and Restated Credit Agreement — Signature Page









 





CONSENT AND RATIFICATION




     The undersigned, EASTERN AMERICAN ENERGY CORPORATION, a West Virginia corporation and
ALLEGHENY & WESTERN ENERGY CORPORATION, a West Virginia corporation (each a “Pledging Subsidiary”
and collectively the “Pledging Subsidiaries”) have executed certain Loan Documents in favor of
WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent
(“Agent”) for the Lenders in connection with that certain Second Amended and Restated Credit
Agreement, dated as of September 7, 2007 (the “Credit Agreement”) between and among, on the one
hand, the lenders identified on the signature pages thereof (such lenders, together with their
respective successors and assigns, are referred to thereafter each individually as a “Lender” and
collectively as the “Lenders”), Agent, and, on the other hand, ENERGY CORPORATION OF AMERICA, a
West Virginia corporation (“Borrower”). The Pledging Subsidiaries hereby consent and agree to the
terms of the First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”)
executed by Borrower, the Lenders and Agent, a copy of which is attached hereto, and the
undersigned agree that the Loan Documents to which they are a party shall remain in full force and
effect and shall continue to be the legal, valid and binding obligation of the Pledging
Subsidiaries and enforceable against the Pledging Subsidiaries in accordance with their terms.
Furthermore, each Pledging Subsidiary hereby agrees and acknowledges that (a) none of the Loan
Documents to which it is a party is subject to any claims, defenses or offsets, (b) nothing
contained in the Amendment or any other Loan Document shall adversely affect any right or remedy of
Agent under any of the Loan Documents to which it is a party, (c) the execution and delivery of the
Amendment shall in no way reduce, impair or discharge any indebtedness, liability or obligation of
the undersigned under any of the Loan Documents to which it is a party and shall not constitute a
waiver by Agent of any of Agent’s rights against the undersigned, (d) by virtue hereof and by
virtue of each of the Loan Documents to which it is a party, each Pledging Subsidiary ratifies in
full all of its indebtedness, liabilities and obligations arising under each of the Loan Documents
to which it is a party, (e) the Pledging Subsidiaries’ consent is not required for the
effectiveness of the Amendment, and (f) no consent by the Pledging Subsidiaries is required for the
effectiveness of any future amendment, modification, forbearance or other action with respect to
the Credit Agreement or any present or future Loan Document.



	 	 	 	 	 	 	 	 	 
	EASTERN AMERICAN	 	 	 	ALLEGHENY & WESTERN ENERGY
	ENERGY CORPORATION,	 	 	 	CORPORATION,
	a West Virginia Corporation	 	 	 	a West Virginia Corporation
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 
	 	 
	 	By:
	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 





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second Amended and Restated Credit Agreement — Consent and Ratification









 





EXHIBIT A




SCHEDULE C-1



Commitments



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolver	 	 	Term Loan	 	 	Total	 
	Lender	 	Commitment	 	 	Commitment	 	 	Commitment	 
	Wells Fargo Foothill, Inc.
	 	$	75,000,000	 	 	$	50,000,000	 	 	$	125,000,000	 
	Bank of America, N.A.
	 	$	37,500,000	 	 	$	37,500,000	 	 	$	75,000,000	 
	U.S. Bank National Association
	 	$	37,500,000	 	 	$	12,500,000	 	 	$	50,000,000	 
	All Lenders
	 	$	150,000,000	 	 	$	100,000,000	 	 	$	250,000,000	 







First
Amendment to Second Amended and Restated Credit Agreement