exv4w2






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 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”).



     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/
Julie Ann Kitano

	 	 	 	By:	 	 /s/ Michael S. Fletcher
	 

	 	 	 	 	 	 
	Name: Julie Ann Kitano

	 	 	 	 	 	Name: Michael S. Fletcher
	Title: Assistant Secretary

	 	 	 	 	 	Title: CFO
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	ACTING TRUSTEE
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 /s/
Julie Ann Kitano
	 	 	 	 	 	 /s/ Michael Fletcher
	 	 	 	 	 
	Name: Julie Ann Kitano

Title: Assistant Secretary

	 	 	 	 	 	Michael Fletcher
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	CORPORATION TRUST COMPANY
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	
 /s/ Kathryn A. Widdoes
	 	 	 	By:	 	 /s/ Jennifer A. Schwartz
	 

	 	 	 	 	 	 
	Name:
 Kathryn A. Widdoes
	 	 	 	 	 	Name: Jennifer A. Schwartz
	Title:
Assistant Secretary

	 	 	 	 	 	Title: Assistant Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 /s/
Karen Carlson

	 	 	 	By:	 	 /s/ Mike J. Ulrich
	 

	 	 	 	 	 	 
	Name: Karen Carlson

	 	 	 	 	 	Mike J. Ulrich
	Title:
Administrative Assistant

	 	 	 	 	 	Vice President







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