COMMONWEALTH OF PENNSYLVANIA KNOW ALL MEN BY THESE PRESENTS THAT:COUNTY OF GREENE ASSIGNMENT OF ROYALTY INTEREST

Contract Categories: Business Finance - Assignment Agreements
EX-10.3 5 l40222exv10w3.htm EX-10.3 exv10w3
Exhibit 10.3
         
COMMONWEALTH OF
  §    
PENNSYLVANIA
  §    
 
  §   KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF GREENE
  §    
 
  §    
ASSIGNMENT OF ROYALTY INTEREST
THIS ASSIGNMENT OF ROYALTY INTEREST (this “Assignment”) from each person executing this Assignment on the signature pages hereto under the heading “Assignor” (collectively, “Assignor”), to 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 “Assignee”), acting not in its individual capacity but solely as trustee of the ECA Marcellus Trust I (the “Trust”) under that certain Amended and Restated Trust Agreement dated as of July 7, 2010, (the “Trust Agreement”) 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.”
Recitals
Assignor is the owner of a certain Royalty Interest (as defined in the Conveyance) reserved by Assignor and further described in that certain recorded instrument entitled “Assignment and Conveyance” (the “Conveyance”), which Conveyance is described in Exhibit A hereto. All persons are referred to the Conveyance for the terms thereof and for specific descriptions of the Royalty Interest.
NOW THEREFORE, for the sum of $100.00 paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.   Conveyance. Effective as of the Effective Time, Assignor, for good and valuable consideration in hand paid by Assignee, hereby GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS, CONVEYS, SETS OVER AND DELIVERS, without recourse or warranty (except the special warranty provided below) or representation of any kind, all of its right, title, and interest in and to the Royalty Interest (“Transferred Interests”) and any and all of the other rights arising from or under the Conveyance with respect to the Transferred Interests (collectively, the “Assigned Rights”).
 
    Assignor hereby binds itself, its successors and assigns to warrant and forever defend the title to the Transferred Interests herein granted, conveyed, assigned, and transferred unto Assignee, its successors and assigns, against the lawful claims and demands of every person whomsoever claiming or to claim the same or any part thereof, by, through or under Assignor, but not otherwise.

 

 

2.   Assumption. Assignee hereby assumes the express obligations of the “Assignee” under Annex I to the Conveyance with respect to the Assigned Interests to the extent such obligations arise under the terms of the Conveyance.
 
3.   Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one Assignment. As between the Parties, any signature hereto delivered by a Party by facsimile transmission or email pdf shall be deemed an original hereto.
 
4.   Governing Law. WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, THIS ASSIGNMENT SHALL BE CONSTRUED UNDER AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA (EXCLUDING CHOICE OF LAW AND CONFLICT OF LAW RULES).
 
5.   Limitation of Liability. It is expressly understood and agreed by the parties hereto that (i) this Assignment is executed and delivered by the Assignee not individually or personally, but solely as trustee to the Trust in the exercise of the powers and authority conferred and vested in it and (ii) under no circumstances shall the Assignee be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Assignment.

-2-

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR    
 
            
 
            
  By:   /s/ W. Gaston Caperton, III    
 
           
 
      Name:  eW. Gaston Caperton, III    
 
           
Signature Page to Assignment of Royalty Interest

 

 

             
THE STATE OF IL
    §      
 
    §      
COUNTY OF COOK
    §      
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary public, personally appeared W. Gaston Caperton, III, who executed the foregoing instrument for the purposes therein contained by signing his/her name to such document.
     In witness whereof, I hereunto set my hand and official^seal.
         
     
[SEAL]  /s/ Mary Dean Pearson    
     
     
 
     
My Commission Expires:    
Signature Page to Assignment of Royalty Interest

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Clark Clement    
    Name:   Clark Clement   
       
 
     
  By:   /s/ Paulette Clement    
    Name:   Paulette Clement   
       
 
Signature Page to Assignment of Royalty Interest

 

             
THE STATE OF Texas
    §      
 
    §      
COUNTY OF Fort Bend
    §      
     On this, the 22nd day June, 2010, before me Jackie L. Hopkins, a Notary public, personally appeared Clark Clement, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Jackie L. Hopkins    
     
     
 
     
My Commission Expires: 7-1-12    
             
THE STATE OF Texas
    §      
 
    §      
COUNTY OF Fort Bend
    §      
     On this, the 22nd day of June, 2010, before me Jackie L. Hopkins, a Notary public, personally appeared Paulette Clement, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Jackie L. Hopkins    
     
     
 
     
My Commission Expires: 7-1-12  
Signature Page to Assignment of Royalty Interest

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Michael J. Cochran, Jr.    
    Name:   Michael J. Cochran, Jr.   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 24th day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Michael J. Cochran, Jr., who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL] /s/ Antoinette Rutledge    
     
My Commission Expires: March 11, 2012  
 
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Peter H. Coors    
    Name:   Peter H. Coors   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF IL
  §
 
  §
COUNTY OF COOK
  §
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary public, personally appeared Peter H. Coors, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Mary Dean Pearson    
     
     
 
My Commission Expires:
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Rodney D. Cox    
    Name:   Rodney D. Cox   
       
     
  By:   /s/ Jennifer M. Cox    
    Name:   Jennifer M. Cox   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 21ST day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Rodney D. Cox, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Antoinette Rutledge    
     
     
 
     
My Commission Expires: March 11, 2012  
     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 21st day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Jennifer M. Cox, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Antoinette Rutledge    
     
     
 
     
My Commission Expires: March 11, 2012  
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR

Curtis Family Revocable Trust
 		  
  By:   /s/ L.B. Curtis    
    Name:   L.B. Curtis   
    Title:   Co-Trustee   
 
     
  By:   /s/ Rose A. Curtis    
    Name:   Rose A. Curtis   
    Title:   Co-Trustee   
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared L.B. Curtis, not in his/her individual capacity but as the trustee of the Curtis Family Revocable Trust, who executed the foregoing instrument for the purposes therein contained by signing his/her name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Antoinette Rutledge    
     
     
 
     
My Commission Expires: March 11, 2012  
     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Rose A. Curtis, not in her individual capacity but as the trustee of the Curtis Family Revocable Trust, who executed the foregoing instrument for the purposes therein contained by signing her name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Antoinette Rutledge    
     
     
 
     
My Commission Expires: March 11, 2012  
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR

Dorgan Living Trust
 		  
  By:   /s/ J.J. Dorgan    
    Name:   J.J. Dorgan   
    Title:   Trustee   
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF IL
  §
 
  §
COUNTY OF COOK
  §
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary public, personally appeared J.J . Dorgan, not in his/her individual capacity but as the trustee of the Dorgan Living Trust, who executed the foregoing instrument for the purposes therein contained by signing his/her name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
     
 
    
[SEAL]
  /s/ Mary Dean Pearson
My Commission Expires:
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Randall C. Farkosh    
    Name:   Randall C. Farkosh   
     
  By:   /s/ Sherry J. Farkosh    
    Name:   Sherry J. Farkosh   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 21ST day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Randall C. Farkosh, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
     
 
    
My Commission Expires: March 11, 2012
 
     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 21ST day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Sherry J. Farkosh, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
 
    
[SEAL]
  /s/ Antoinette Rutledge
     
 
    
My Commission Expires: March 11, 2012
 
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ John Fischer    
    Name:   John Fischer   
     
  By:   /s/ Faye E. Fischer    
    Name:   Faye E. Fischer   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF IL
  §
 
  §
COUNTY OF COOK
  §
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary public, personally appeared John Fischer, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
 
    
[SEAL]
  /s/ Mary Dean Pearson
My Commission Expires:
     
THE STATE OF IL
  §
 
  §
COUNTY OF COOK
  §
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary public, personally appeared Faye E. Fischer, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
 
    
[SEAL]
  /s/ Mary Dean Pearson
My Commission Expires:
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Michael S. Fletcher    
    Name:   Michael S. Fletcher   
     
  By:   /s/ Bobbette Fletcher    
    Name:   Bobbette Fletcher   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF COLORADO
  §
 
  §
COUNTY OF DENVER
  §
     On this, the 23rd day of, June, 2010, before me Julie Ann Kitano, a Notary public, personally appeared Michael S. Fletcher, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
 
    
[SEAL]
  /s/ Julie Ann Kitano
My Commission Expires
     
THE STATE OF COLORADO
  §
 
  §
COUNTY OF DENVER
  §
     On this, the 23rd day of June, 2010, before me Julie Ann Kitano, a Notary public, personally appeared Bobbette Fletcher, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
 
    
[SEAL]
  /s/ Julie Ann Kitano
My Commission Expires:
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ J Michael Forbes    
    Name:   J Michael Forbes   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 23rd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared J. Michael Forbes, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Antoinette Rutledge    
     
     
 
     
My Commission Expires: March 11, 2012  
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Mark A. Fry    
    Name:   Mark A. Fry   
     
  By:   /s/ Tammy L. Fry    
    Name:   Tammy L. Fry   
       
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF PENNSYLVANIA
  §
 
  §
COUNTY OF INDIANA
  §
     On this, the 22 day of June, 2010, before me Seth Burdette, a Notary Public, personally appeared Mark A. Fry, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Seth Burdette    
     
     
 
     
My Commission Expires: 5/7/12  
     
THE STATE OF PENNSYLVANIA
  §
 
  §
COUNTY OF INDIANA
  §
     On this, the 22 day of June, 2010, before me Seth Burdette, a Notary Public, personally appeared Tammy L. Fry, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Seth Burdette    
     
     
 
     
My Commission Expires: 5/7/12  
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Thomas R. Goodwin    
    Name:   Thomas R. Goodwin   
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF IL
  §
 
  §
COUNTY OF COOK
  §
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary Public, personally appeared Thomas R. Goodwin, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Mary Dean Pearson    
     
     
 
     
My Commission Expires:
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR

Daniel Earl Graham Living Trust
 		  
  By:   /s/ Daniel Earl Graham    
    Name:   Daniel Earl Graham   
    Title:   Trustee   
 
  Sally Quereau Graham Living Trust
 		  
  By:   /s/ Sally Quereau Graham    
    Name:   Sally Quereau Graham   
    Title:   Trustee   
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF COLORADO
  §
 
  §
COUNTY OF DENVER
  §
     On this, the 22nd day of June, 2010, before me Julie Ann Kitaro, a Notary public, personally appeared Daniel Earl Graham, not in his individual capacity but as the trustee of the Daniel Earl Graham Living Trust, who executed the foregoing instrument for the purposes therein contained by signing his name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Julie Ann Kitaro    
     
     
 
     
My Commission Expires:    
     
THE STATE OF COLORADO
  §
 
  §
COUNTY OF DENVER
  §
     On this, the 22 nd day of June, 2010, before me Julie Ann Kitaro, a Notary public, personally appeared Sally Quereau Graham, not in her individual capacity but as the trustee of the Sally Quereau Graham Living Trust, who executed the foregoing instrument for the purposes therein contained by signing her name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
         
     
[SEAL]  /s/ Julie Ann Kitaro    
     
     
 
     
My Commission Expires:  
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ Clint L. Hipke    
    Name:   Clint L. Hipke   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF Nebraska
  §
 
  §
COUNTY OF Boyd
  §
     On this, the 22nd day of June, 2010, before me Tasha Coburn, a Notary public, personally appeared Clint L. Hipke, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
[SEAL]
         
     
/s/ Tasha Coburn    
     
     
 
My Commission Expires: April 20, 2014
Signature Page to Assignment of Royalty Interest

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR
 
            
 
  By:   /s/ David E. Jordan    
 
           
 
  Name:   David E. Jordan    
 
            
 
  By:   /s/ Carol Jordan    
 
           
 
  Name:   Carol Jordan    
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 21ST day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared David E. Jordan, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 21ST day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Carol Jordan, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
    ASSIGNOR
 
        
 
  By:   /s/ Francis H. McCullough, III
 
       
 
  Name:   Francis H. McCullough, III
 
        
 
  By:   /s/ Kathy L. McCullough
 
       
 
  Name:   Kathy L. McCullough
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Francis H. McCullough, III, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Kathy L. McCullough, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
    ASSIGNOR
 
        
    Katherine F. McCullough Trust
 
        
 
  By:   /s/ Kathy L. McCullough
 
       
 
  Name:   Kathy L. McCullough
 
  Title:   Trustee
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §
§ 		   
COUNTY OF KANAWHA
  §    
          On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Kathy L. McCullough, not in her individual capacity but as the trustee of the Katherine F. McCullough Trust, who executed the foregoing instrument for the purposes therein contained by signing her name to such document on behalf of the Trust.
          In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
Signature Page to Assignment of Royalty Interest

 

 

          IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR    
 
            
    Kristin McCullough Trust    
 
            
 
  By:   /s/ Francis H. McCullough, III    
 
           
 
  Name:   Francis H. McCullough, III    
 
  Title:   Trustee    
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
          On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Francis H. McCullough, III, not in his individual capacity but as the trustee of the Kristin McCullough Trust, who executed the foregoing instrument for the purposes therein contained by signing his name to such document on behalf of the Trust.
          In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
Signature Page to Assignment of Royalty Interest

 

 

          IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR    
 
            
    Lesley K. McCullough Trust    
 
            
 
  By:   /s/ Francis H. McCullough, III    
 
           
 
  Name:   Francis H. McCullough, III    
 
  Title:   Trustee    
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §
§ 		   
COUNTY OF KANAWHA
  §    
          On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Francis H. McCullough, III, not in his individual capacity but as the trustee of the Lesley K. McCullough Trust, who executed the foregoing instrument for the purposes therein contained by signing his name to such document on behalf of the Trust.
          In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR    
 
            
    Meredith B. McCullough Trust    
 
            
 
  By:   /s/ Francis H. McCullough, III    
 
           
 
  Name:   Francis H. McCullough, III    
 
  Title:   Trustee    
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
   §
 
   §
COUNTY OF KANAWHA
   §
     On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Francis H. McCullough, III, not in his individual capacity but as the trustee of the Meredith B. McCullough Trust, who executed the foregoing instrument for the purposes therein contained by signing his name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
       
[SEAL]   /s/ Antoinette Rutledge  
My Commission Expires: March 11, 2012
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR    
 
            
 
  By:   /s/ Dennis L. McGowan    
 
           
 
  Name:   Dennis L. McGowan    
 
            
 
  By:   /s/ N. Gayle McGowan    
 
           
 
  Name:   N. Gayle McGowan    
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF COLORADO
  §
 
  §
COUNTY OF DENVER
  §
     On this, the 22nd day of June, 2010, before me Julie Ann Kitano a Notary public, personally appeared Dennis L. McGowan, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
[SEAL]
  /s/ Julie Ann Kitano    
 
       
     
My Commission Expires:
 
     
THE STATE OF COLORADO
  §
 
  §
COUNTY OF DENVER
  §
     On this, the 22nd day of June, 2010, before me Julie Ann Kitano, a Notary public, personally appeared N. Gayle McGowan, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
[SEAL]
  /s/ Julie Ann Kitano    
 
       
     
My Commission Expires:
 
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR    
 
            
    Alison Mork Trust    
 
            
 
  By:   /s/ J. Michael Forbes    
 
           
 
  Name:   J. Michael Forbes    
 
  Title:   Trustee    
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 23rd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared J. Michael Forbes, not in his individual capacity but as the trustee of the Alison Mork Trust, who executed the foregoing instrument for the purposes therein contained by signing his name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
  ASSIGNOR
 		  
  By:   /s/ John Mork    
  Name: John Mork   
       
  By:   /s/ Julie Mork    
  Name: Julie Mork   
       
 
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF IL
  § 
 
  § 
COUNTY OF COOK
  § 
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary public, personally appeared John Mork, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
[SEAL]
    /s/ Mary Dean Pearson            
My Commission Expires:                                        
     
THE STATE OF IL
  § 
 
  § 
COUNTY OF COOK
  § 
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary public, personally appeared Julie Mork, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
[SEAL]
    /s/ Mary Dean Pearson            
My Commission Expires:                                        
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR    
 
            
    Kyle Mork Trust    
 
            
 
  By:   /s/ J. Michael Forbes    
 
  Name:  
 
J. Michael Forbes 		   
 
  Title:   Trustee    
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  § 
 
  § 
COUNTY OF KANAWHA
  § 
     On this, the 23rd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared J. Michael Forbes, not in his individual capacity but as the trustee of the Kyle Mork Trust, who executed the foregoing instrument for the purposes therein contained by signing his name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
       
[SEAL]
  /s/ Antoinette Rutledge  
 
      
My Commission Expires: March 11, 2012
   
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
             
    ASSIGNOR    
 
            
    Arthur C. Nielsen, Jr. Trust Dated July 14, 2003    
 
            
 
  By:   /s/ Arthur C. Nielsen, Jr.    
 
  Name:  
 
Arthur C. Nielsen, Jr. 		   
 
  Title:   Trustee    
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF IL 
  §
 
   §
COUNTY OF COOK 
   §
     On this, the 22 day of June, 2010, before me Mary Dean Pearson, a Notary public, personally appeared Arthur C. Nielsen, Jr., not in his/her individual capacity but as the trustee of the Arthur C. Nielsen, Jr. Trust dated July 14, 2003, who executed the foregoing instrument for the purposes therein contained by signing his/her name to such document on behalf of the Trust.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  Mary Dean Pearson
 
   
My Commission Expires:
Signature Page to Assignment of Royalty Interest

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
 ASSIGNOR  
     
  By:   /s/ George O’Malley  
     Name: George O’Malley  
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this, the 21ST day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared George O’Malley, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
[SEAL]
      /s/ Antoinette Rutledge
 
       
 
        
My Commission Expires: March 11, 2012
     
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
 
  ASSIGNOR    
 
        
 
        
 
        
 
  By:   /s/ Jay S. Pifer
 
       
 
  Name:   Jay S. Pifer
 
       
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this, the 22nd day of June, 2010, before me Antoinette Rutledge, a Notary Public, personally appeared Jay S. Pifer, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
         
[SEAL]
      /s/ Antoinette Rutledge
 
       
 
        
My Commission Expires: March 11, 2012
     
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
 
  ASSIGNOR    
 
        
 
        
 
        
 
  By:   /s/ Niki D. Randolph
 
       
 
  Name:   Niki D. Randolph
 
       
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this, the 21ST day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Niki D. Randolph, who executed the foregoing instrument for the purposes therein contained by signing his/her name to such document.
     In witness whereof I hereunto set my hand and official seal.
         
[SEAL]
      /s/ Antoinette Rutledge
 
       
 
        
My Commission Expires: March 11, 2012
     
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
    ASSIGNOR
 
        
 
  By:   /s/ Peter L. Rebstock
 
       
 
  Name:   Peter L. Rebstock
 
       
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF COLORADO
  §
 
  §
COUNTY OF DENVER
  §
     On this, the 22nd day of June, 2010, before me Julie Ann Kitano, a Notary public, personally appeared Peter L. Rebstock, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
   /s/ Julie Ann Kitano
 
   
My Commission Expires:
   
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
    ASSIGNOR
 
        
 
  By:   /s/ R. Kent Schamp
 
       
 
  Name:   R. Kent Schamp
 
       
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF WEST VIRGINIA
  §
 
  §
COUNTY OF KANAWHA
  §
     On this, the 21st day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared R. Kent Schamp, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
    In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]
  /s/ Antoinette Rutledge
 
   
 
    
My Commission Expires: March 11, 2012
 
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
    ASSIGNOR
 
        
 
  By:   /s/ Peter A. Sullivan
 
       
 
  Name:   Peter A. Sullivan
 
       
 
        
 
  By:   /s/ Wendy H. Sullivan
 
       
 
  Name:   Wendy H. Sullivan
 
       
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this, the 21st day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Peter A. Sullivan, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]   /s/ Antoinette Rutledge
     
     
My Commission Expires: March 11, 2012  
         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this, the 21st day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Wendy H. Sullivan, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]   /s/ Antoinette Rutledge
     
     
My Commission Expires: March 11, 2012  
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
    ASSIGNOR
 
        
 
  By:   /s/ Donald C. Supcoe
 
       
 
  Name:   Donald C. Supcoe
         
 
  By:   /s/ Patty L. Supcoe
 
       
 
  Name:   Patty L. Supcoe
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this, the 21st day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Donald C. Supcoe, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]   /s/ Antoinette Rutledge
     
     
My Commission Expires: March 11, 2012  
         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this, the 21st day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Patty L. Supcoe, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]   /s/ Antoinette Rutledge
     
     
My Commission Expires: March 11, 2012  
Signature Page to Assignment of Royalty Interest

 

 

     IN WITNESS WHEREOF, each Party has caused this Assignment to be executed in its name and behalf and delivered on the date or dates stated in the acknowledgment certificates appended to this Assignment, to be effective as of the Effective Time.
         
    ASSIGNOR
 
        
 
  By:   /s/ Rodney A. Winters
 
       
 
      Rodney A. Winters
 
        
 
  By:   /s/ Tammy M. Winters
 
       
 
  Name:   Tammy M. Winters
Signature Page to Assignment of Royalty Interest

 

 

         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this the 21st day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Rodney A. Winters, who executed the foregoing instrument for the purposes therein contained by signing his name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]   /s/ Antoinette Rutledge
     
     
My Commission Expires: March 11, 2012  
         
THE STATE OF WEST VIRGINIA
  §    
 
  §    
COUNTY OF KANAWHA
  §    
     On this the 21st day of June, 2010, before me Antoinette Rutledge, a Notary public, personally appeared Tammy M. Winters, who executed the foregoing instrument for the purposes therein contained by signing her name to such document.
     In witness whereof, I hereunto set my hand and official seal.
     
[SEAL]   /s/ Antoinette Rutledge
     
     
My Commission Expires: March 11, 2012  
Signature Page to Assignment of Royalty Interest

 

 

             
    ECA MARCELLUS TRUST I    
 
            
    By: The Bank of New York Mellon Trust Company, N.A.    
 
            
 
  By:   /s/ Michael J. Ulrich     
 
           
    Name: Michael J. Ulrich    
    Title: Authorized Signatory    
Prepared by:
Vinson & Elkins LLP
1001 Fannin Street
Suite 2500
Houston, TX 77002-6760
Attention: Thomas Herbert
Signature Page to Assignment of Royalty Interest

 

 

     
THE STATE OF COLORADO
  §
 
  §
COUNTY OF DENVER
  §
     On this, the 7th day of July, 2010, before me Julie Ann Kitano, a Notary public, personally appeared Michael J. Ulrich, who acknowledged himself to be the authorized signatory of The Bank of New York Mellon Trust Company, N.A., a national banking association and Trustee of ECA Marcellus Trust I and that he as such authorized signatory, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the national banking association by himself as authorized signatory.
     In witness whereof, I hereunto set my hand and official seal.
         
[SEAL]
  /s/ Julie Ann Kitano     
 
       
My Commission Expires: 4-26-2014

 

 

CERTIFICATE OF RESIDENCE
     The Bank of New York Mellon Trust Company, N.A., as grantee and Assignee hereunder, hereby certifies that its precise address is:
919 Congress Avenue
Suite 500
Austin, Texas 78701
ECA MARCELLUS TRUST I
By: The Bank of New York Mellon Trust Company, N.A.
         
By:
  /s/ Michael J. Ulrich     
 
       
Name: Michael J. Ulrich    
Title: Authorized Signatory    

 

 

EXHIBIT A
1.   Assignment and Conveyance between parties signatory thereto as an Assignor, and Energy Corporation of America, as Assignee.
         
County   File No.   Date Recorded
Greene County, PA
       
Exhibit A to Assignment of Royalty Interest