Case 15-10585-LSS Doc 1268 Filed 03/18/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) Quicksilver Resources Inc., et al., 1 ) Case No. 15-10585 (LSS) ) Debtors. ) Jointly Administered ) ) Re: Docket Nos. 636, 957, 985 & 1095 CERTIFICATION OF COUNSEL REGARDING ORDER RESOLVING ENI PETROLEUM S LIMITED OBJECTION AND RESERVATION OF RIGHTS TO DEBTORS CURE NOTICE The undersigned hereby certifies as follows: 1. On September 17, 2015, the above-captioned debtors and debtors in possession (collectively, the Debtors ) filed the Debtors Motion for (I) an Order Establishing Bidding Procedures and Granting Related Relief and (II) an Order or Orders Approving the Sale of the Assets [Docket No. 636] with the United States Bankruptcy Court for the District of Delaware (the Court ). 2. In connection with the Motion, on December 15, 2015, the Debtors filed the Notice of Executory Contracts and Unexpired Leases that May be Assumed or Assigned in Connection with the Sale of the Debtors Assets and Proposed Cure Costs with Respect Thereto [Docket No. 957] (the Cure Notice ) with the Court. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163], Barnett Shale Operating LLC [0257], Cowtown Drilling, Inc. [8899], Cowtown Gas Processing L.P. [1404], Cowtown Pipeline Funding, Inc. [9774], Cowtown Pipeline L.P. [9769], Cowtown Pipeline Management, Inc. [9771], Makarios Resources International Holdings LLC [1765], Makarios Resources International Inc. [7612], QPP Holdings LLC [0057], QPP Parent LLC [8748], Quicksilver Production Partners GP LLC [2701], Quicksilver Production Partners LP [9129], and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102.
Case 15-10585-LSS Doc 1268 Filed 03/18/16 Page 2 of 3 3. On December 28, 2015, ENI Petroleum US LLC ( ENI ) filed ENI Petroleum s Limited Objection and Reservation of Rights to Debtors Cure Notice [Docket No. 985] (the Objection ) with the Court. 4. On January 27, 2016, the Court entered the Order Approving the Sale of the Debtors Oil and Gas Assets [Docket No. 1095] (the Sale Order ) granting the relief requested by the Motion with respect to the sale of the Debtors assets to BlueStone Natural Resources II, LLC (the Purchaser ). 5. Following entry of the Sale Order, the Debtors, the Purchaser and ENI engaged in discussions with respect to the Cure Notice and the Objection and have reached a resolution. Attached hereto as Exhibit A is an agreed form of order (the Proposed Order ) that resolves the Objection. The Proposed Order has been circulated to, and is acceptable to, ENI and the Purchaser. 2
Case 15-10585-LSS Doc 1268 Filed 03/18/16 Page 3 of 3 WHEREFORE, the Debtors respectfully request that the Proposed Order, substantially in the form attached hereto as Exhibit A, be entered at the earliest convenience of the Court. Wilmington, Delaware Dated: March 18, 2016 /s/ Rachel L. Biblo RICHARDS, LAYTON & FINGER, P.A. Paul N. Heath (DE 3704) Amanda R. Steele (DE 5530) Rachel L. Biblo (DE 6012) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 and AKIN GUMP STRAUSS HAUER & FELD LLP Charles R. Gibbs (admitted pro hac vice) Sarah Link Schultz (admitted pro hac vice) Travis A. McRoberts (DE 5274) 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201 Telephone: (214) 969-2800 Facsimile: (214) 969-4343 COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION 3
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 1 of 18 EXHIBIT A Proposed Order
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 2 of 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re: Case No. 15-10585 Quicksilver Resources, Inc., et al. 1 Chapter 11 (Jointly Administered) Debtors. Re: Docket Nos. 957 & 985 ORDER RESOLVING ENI PETROLEUM S LIMITED OBJECTION AND RESERVATION OF RIGHTS TO DEBTORS CURE NOTICE Upon consideration of the Debtors Notice of Executory Contracts and Unexpired Leases that May be Assumed and Assigned in Connection with the Sale of the Debtors Assets and the Proposed Cure Cost with Respect Thereto (Dkt. No. 957, the Cure Notice ), and ENI Petroleum US LLC s ( ENI Petroleum ) limited objection to the Cure Notice (Dkt. No. 985, the ENI Petroleum Objection ), and based on the agreement of the parties as set forth herein, it is hereby ORDERED: 1. The contracts between ENI Petroleum and certain of the Debtors as set forth in Exhibit A attached hereto (the ENI Designated Contracts ) shall constitute and be treated as Assigned Contracts under the Court s Order Approving the Sale of the Debtors Oil and Gas Assets (Dkt. No. 1095) dated January 27, 2016 (the Sale Order ) 2 and the Asset Purchase Agreement. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Quicksilver Resources Inc. [6163] ( QRI ); Barnett Shale Operating LLC [0257]; Cowtown Drilling, Inc. [8899]; Cowtown Gas Processing L.P. [1404]; Cowtown Pipeline Funding, Inc. [9774]; Cowtown Pipeline L.P. [9769]; Cowtown Pipeline Management, Inc. [9771]; Makarios Resources International Holdings LLC [1765]; Makarios Resources International Inc. [7612]; QPP Holdings LLC [0057]; QPP Parent LLC [8748]; Quicksilver Production Partners GP LLC [2701]; Quicksilver Production Partners LP [9129]; and Silver Stream Pipeline Company LLC [9384]. The Debtors address is 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102. 2 Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Sale Order. #5148302.2
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 3 of 18 2. The Model Form Operating Agreement dated Mach 3, 2008 by and between Devon Energy Production LP as Operator and Quicksilver Resources, Inc. as Non-Operator, for the Alliance-Haslet Unit (the Alliance-Haslet Unit JOA ) shall also constitute and be treated as an Assigned Contract under the Sale Order and Asset Purchase Agreement. Within 30 days of the Closing Date, Purchaser and ENI Petroleum shall execute a Ratification and Amendment of the Alliance-Haslet Unit JOA substantially in the form of the Ratification and Amendment attached hereto as Exhibit B. 3. The Purchaser has provided sufficient adequate assurance of future performance under the ENI Designated Contracts to ENI Petroleum. 4. All currently known amounts under the ENI Designated Contracts necessary to cure existing defaults or arrears under the ENI Designated Contracts (the Cure Costs ) have been satisfied and no further Cure Costs are owed at this time; provided, however, that any right of ENI Petroleum to conduct an audit for the period beginning January 1, 2015, through and including the Effective Date (the Pre-Effective Date Audit Period ) under any ENI Designated Contract (an Audit Right ) is reserved. In connection with its Audit Right, ENI Petroleum may assert against the Debtors as a Cure Cost any liability arising from its Audit Right attributable to the Pre-Effective Date Audit Period, as long as such Cure Cost is asserted no later than May 31, 2016. The Debtors reserve all rights to object to such Cure Costs, if any. If the parties are unable to resolve a dispute regarding the Cure Costs, if any, attributable to the Pre-Effective Date Audit Period, the amount to be paid or reserved with respect to such dispute may be heard and determined by this Court on an expedited basis on a hearing date agreed to by ENI Petroleum and the Debtors, or such other date determined by this Court. To the extent allowed by agreement of the parties or order of the Court, any claim arising from an Audit Right attributable #5148302.2-2-
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 4 of 18 to the Pre-Effective Date Audit Period shall be paid as a Cure Cost in accordance with the Sale Order and Asset Purchase Agreement. 5. The Purchaser shall assume all liability arising after the Effective Date, and such liabilities shall constitute and be treated as Assumed Liabilities under the Sale Order and Asset Purchase Agreement. For the avoidance of doubt, any liability associated with the Pre-Effective Date Audit Period shall be the sole responsibility of the Debtors and the Purchaser shall not assume or pay any liability associated with the Debtors operations under the ENI Designated Contracts for the Pre-Effective Date Audit Period. 6. The Court shall retain jurisdiction with respect to all matters arising from or relating to the implementation or interpretation of this Order, including, but not limited to, any matter, claim or dispute arising from the Audit Right or dispute regarding the cure amount, if any, asserted by ENI Petroleum. Dated:, 2016 Wilmington, Delaware THE HONORABLE LAURIE SELBER SILVERSTEIN UNITED STATES BANKRUPTCY JUDGE #5148302.2-3-
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 5 of 18 EXHIBIT A ENI Designated Contracts * Contract listed on Amended and Restated Designated Contracts and Cure Costs filed by QRI in In Re Quicksilver Resources Inc. Case No. 15-10585 (LSS) on 1-27-16 ( QRI Amended Contract List ) ** Contract not listed on QRI Amended Contract List Alliance Agreements: 1. Asset Purchase Agreement dated May 15, 2009 by and among Quicksilver Resources Inc., as Seller, and Eni US Operating Co Inc. and Eni Petroleum US LLC, as Buyers** 2. Joint Development Agreement dated effective April 1, 2009 by and between Quicksilver Resources, Inc. and Eni Petroleum US LLC, as amended* a. Letter Agreement dated June 24, 2010 re: Sale of Eni Production to QRI; Amendment of Joint Development Agreement** 3 b. Letter Agreement dated March 19, 2012 re: Second Amendment Joint Development Agreement dated effective April 1, 2009 (attached as Schedule 2 to item c. below)** c. Coordination of Operations Agreement dated March 19, 2012 effectively amending the JDA* 3. Model Form Operating Agreement dated effective April 1, 2009 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC, as amended* a. Amendment to Operating Agreement dated effective August 23, 2013** b. Amendment to Operating Agreement dated June 16, 2014** 4. Area of Mutual Interest Agreement dated June 19, 2009 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC, as amended* 5. Gas Gathering Agreement dated effective April 1, 2009 by and among Cowtown Pipeline L.P. and Eni Petroleum US LLC* 6. General Conveyance dated effective April 1, 2009 from Quicksilver Resources Inc. to Eni Petroleum US LLC** 3 As of January 1, 2016, QRI markets Eni Alliance production pursuant to Alliance Agreement No. 9. #5148302.2
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 6 of 18 7. General Conveyance dated effective April 1, 2009 from Quicksilver Resources Inc. to Eni US Operating Co. Inc.** 8. Letter Agreement dated December 18, 2014 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC re: QRI s completion footage obligations under the Joint Development Agreement** 9. Letter Agreement dated August 25, 2015 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC re: Marketing of Eni Production by QRI** 4 10. Model Form Operating Agreement dated July 1, 2013 by and between Devon Energy Production, L.P., as Operator, and Quicksilver Resources Inc., as Non-Operator, for the Hollingsworth II Gas Unit** a. Ratification of Operating Agreement dated August 28, 2014 by and between Devon Energy Production, L.P., Quicksilver Resources Inc., TG Barnett Resources LP and Eni Petroleum US LLC** 11. Model Form Operating Agreement dated March 3, 2008 by and between Devon Energy Production, L.P., as Operator, and Quicksilver Resources Inc., as Non-Operator, for the Alliance-Haslet Unit** Leon Valley Agreements: 1. Joint Exploration Agreement dated November 1, 2013 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC ( JEA )* 5 a. Amendment to Joint Exploration Agreement and Amendment dated effective February 1, 2015** b. Letter Agreement dated April 2, 2015 Letter Agreement re: Leon Valley Plan of Operation for Calendar Year 2015** 2. Assignment dated effective February 28, 2014 from Quicksilver Resources Inc. to Eni Petroleum US LLC (recorded May, 7 2014)** 3. Area of Mutual Interest Agreement dated November 1, 2013 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC* 4 This contract may be Contract No. 721 from the 12-15-15 QRI list that was left off the 1-27-16 QRI list. 5 Model Form Operating Agreement (attached as JEA Exhibit E ) #5148302.2-2-
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 7 of 18 4. Letter Agreement dated July 9, 2014 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC re: Land Title Expenses** 5. Letter Agreement dated September 19, 2014 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC re: Accounting for costs to drill and complete First Initial Well and Second Initial Well under the JEA** 6. Letter Agreement dated January 27, 2015 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC re: Eni s cost responsibility for costs to drill the Puckett Trust C 1H well** 7. Letter Agreement dated September 23, 2015 by and between Quicksilver Resources Inc. and Eni Petroleum US LLC re: Extension/renewal of Subject Leases; QRI s cost responsibility for certain Exploration Well costs** 8. Letter Agreement dated March 19, 2015 by and between Chevron North America Exploration and Production Company, Quicksilver Resources Inc. and Eni Petroleum US LLC re: Chevron consent to assign QRI leasehold interest to Eni** #5148302.2-3-
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 8 of 18 EXHIBIT B #5148302.2
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 9 of 18 WHEREAS, RATIFICATION AND AMENDMENT OF OPERATING AGREEMENT i. Devon Energy Production Company, LP, as Operator, and BlueStone Natural Resources II, LLC ( BlueStone ), as Non-Operator, have heretofore entered into that certain Model Form Operating Agreement date March 3, 2008 (the Operating Agreement ) for the Alliance-Haslet Unit (the Unit ). ii. Eni Petroleum US LLC ( Eni ) owns an undivided interest in certain of the Leases that are described in Exhibit A to the Operating Agreement. NOW, THEREFORE, FOR $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Eni hereby agrees to ratify and affirm the Operating Agreement as to all of its terms and provisions and hereby commit to the Contract Area covered thereby all of their respective interests in the Leases listed on Exhibit A attached thereto. Specifically, and not by way of limitation, the parties agree as follows: 1. Eni shall be a Non-Operator under the terms of the Operating Agreement. 2. Eni shall have a 12.19625 % Expense Interest in the Contract Area. 3. Operator shall invoice Eni directly for its proportionate share of the Expense Interest related to operations on the Contract Area. 4. Notwithstanding the foregoing, (a) Operator shall pay to BlueStone all revenue attributable to Eni s share of production from wells drilled on the contract Area unless it receives written notice to the contrary from Eni as to its distribution share. If such revenue is paid to BlueStone pursuant to the preceding sentence, BlueStone agrees to pay all leasehold royalty and other burdens attributable to Eni s interest in the Leases within the Contract Area and to promptly remit to Eni its share of such revenue after paying such burdens. Operator is not responsible for any non-payment or miss-payment from BlueStone to Eni. Upon the payment by Operator to BlueStone of the correct amount accruing to the interest attributable to Eni s revenue interest, Operator is relieved of all liability associated with such payment and Eni s only recourse is against BlueStone and not Operator. 5. The Operating Agreement (as amended hereby), and all exhibits thereto, are attached hereto, incorporated herein, and made a part hereof. In the event there is any conflict between this Ratification of Operating Agreement and the Operating Agreement or any exhibit thereto, the provisions of this Ratification of Operating Agreement shall control. Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Operating Agreement. 1
,, Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 10 of 18 6. If any provision of this Ratification of Operating Agreement is or becomes invalid or legally unenforceable in any respect under applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby, but shall continue in full force and effect. 7. This Ratification Operating Agreement may be executed in one or more counterparts, each of which will be deemed an original and part of one and the same document. EXECUTED this of 2016, but made effective 20. BlueStone Natural Resources II, LLC Eni Petroleum US LLC By: By: Devon Energy Production Company, L.P. By: 2
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 11 of 18 EXHIBiT A Ratification of Operating Agreement dated August 6, 2015 LEASE #: TX4390439.0O LESSOR: Perry N Branum, Mlchele L Branum, husband and wife DATED: July 4,2005 RECORDED: Flied In Document No. D205385729 In the Official Public Records, Tarrant County, Texas LEASE # TX4390440.00 LESSOR: Rlcky L Sonnevelt, dealing In his sole and separate property DATED: JuIy5, 2005 RECORDED: Filed in Document No. D205385532 in the Official Public Records, Tarrant County, Texas LEASE # TX4390441.00 LESSOR: Sandra G. Smith LESSEE: Chief Holdings Ll.C DATED: July 4,2005 RECORDED: Filed In Document No. 0205385531 In the Official Public Records, Tarrant County, Texas LEASE W T)C4390442.00 LESSOR: Joyce L Plummer RECORDED: Filed In Document No. 0205385527 In the Official Public Records, Tarrant County, Texas LEASE N: DC439044300 LESSOR: Maijorie Fey Watt RECORDED; Memorandum of Oil and Gas Lease flied In Document No. D205385541 In the Official Public Records, Tarrant County, Texas LEASE N: 1(4390444.0O LESSOR: flenny Marlin DATED: July 4,2005 RECORDED: Filed In Document No. D205385542 in the Official Public Records, Tarrant County, Texas LEASE # 1X4390446.00 LESSOR: Robert L Johnson DATED: March 27, 2006 RECORDED: Flied In Document No. D206194134 In the Official Public Records, Tarrant County, Texas
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 12 of 18 LEASE # TX4390447.00 LESSOR: Antonio Garcia and Ma Emestina Bautista, husband and wife LESSEE: Chief Holdings U.C DATED: March 27, 2006 RECORDED: Flied In Document No. 0206194133 In the Official Public Records, Tarrant County, Texas LEASE # TX4390448.00 LESSOR: Gladys V. Hays, Trustee under Trust dated Dec. 14,, 1992, Jack Edward Hays, James Robert Hays DATED: March 27, 2006 RECORDED: Filed in Document No. D2061941.31. In the Official Public Records, Tarrant County, Texas LEASE # 1X4390450.00 LESSOR: Tanya L. Lalrd LESSEE: Chief Holdings Ll.C DATED: August 29, 2005 RECORDED: Filed In Document No. 0205385539 Tn the Official Public Records, Tarrant County, Texas LEASE # 1X4390451.Q0 LESSOR: Gladys Hays dealing In her sole and separate property DATED: July 5, 2005 RECORDED: Filed In Document No. 0205385736 in the Official Public Records, TarTant County, Texas LEASE N: TX4390452.00 LESSOR: Jimmy Earl McMIllIn l.essee: Chief Holdings LLC DATED: July 14, 2005 RECORDED: Filed In Document No. D205385544 In the Official Public Records, Tarrant County, Texas LEASE N: 1)C4390453.00 LESSOR: Susan E. Eastharn, et vir David A. McDonald RECORDED: Filed In Document No. 0205385732 in the Official Public Records, Tarrant County, Texas LEASE N: TX4390455.0O LESSOR: Paul Polizzo, Georganria Pollzzo DATED: July4, 2005 RECORDED: Filed in Document No. D205385528 in the Official Public Records, Tarrant County, Texas LEASE N: 7X4390456.00 LESSOR: Rex V. Bagby DATED: March 27, 2006 RECORDED: Filed In Document No. 0206194128 In the Official Public Records, Tarrant County, Texas
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 13 of 18 LEASE N: 7X4390457.00 LESSOR: Bonnie M. Palmer RECORDED: Filed In Document No. 0205385525 In the Official Public Records, Tarrant County, Texas LEASE #: 1(4390458.00 LESSOR: Steve A. Fusco LESSEE: ChIef Holdings LLC DATED: July 4,2005 RECORDED: Filed in Document No. D205358012 In the Official Public Records, Tarrant County, Texas LEASE N: 7X4390459.00 LESSOR: First Baptist church of Haslet, by and through Trustees Steve Brown, Fred Beck, James Holman and Keith Mills DATED: August 18,2005 RECORDED: Filed In Document No. D205385734 In the Official Public Records, Tarrant County, Texas LEASE fr TX4390460.00 LESSOR: William E. Frishle RECORDED: Flied in Document No. D205385735 in the Official Public Records, Tarrant County, Texas LEASE fr 1X4390461.00 LESSOR: Charles T. Jackson RECORDED: Filed In Document No. D205385535 In the Official Public Records, Tarrant County, Texas LEASE t 1X4390462.00 LESSOR: AJICe M Lelrd RECORDED: Filed In Document No. D2053B5537 In the Official Public Records, Tarrant County, Texas LEASE #: Th4390463.00 LESSOR: Cindy J. Lalrd A/K/A Cindy Janice l.aird DATED: August ii. 2005 RECORDED: Flied In Document No. 0205385538 in the Official Public Records, Tarrant County, Teas LEASE 1: 1X4390464.00 LESSOR: Maudle C. Pike DATED: iuly4, 2005 RECORDED: Memorandum of Oil and Gas Lease flied In Document No. D205385526 In the Official Public Records, Tarrarit County, Texas
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 14 of 18 LEASE # TX4390466.O0 LESSOR: Eulalia G. Walsh 1 Lewis F. Walsh, wife and husband RECORDED: Filed in Document No. 0205385521. In the Official Public Records, Tarrant County, Texas LEASE #: TX4390469.00 LESSOR: Mary Ann Claunch DATED: JuIy4, 2005 RECORDED: Filed In Document No. 0205385730 In the Official Public Records, Tarrant County, Texas LEASE #: TX4390473.00 LESSOR: LutherJ. Lee DATED: March 27, 2006 RECORDED: Filed In Document No. D206194129 in the Official Public Records, Tarrant County, Texas LEASE # Th4390475.O0 LESSOR: Joel Bullard, Cane Bullard LESSEE: Chief Holdings I.LC DATED: July4, 2005 RECORDED: Filed in Document No. D205296490 In the Official Public Records, Tarrant County, Texas LEASE #: TX4390476.00 LESSOR: Marvin C. Hicks, et ux Neil H. Hicks DATED: July 4,2005 RECORDED: Flied in Document No. D205275273 in the Official Public Records, Tarrant County, Texas LEASE #: 1X4390478.0O LESSOR: Jolene J. Owen RECORDED: Flied In Document No. 0205296491. In the Official Public Records, Tan ant County, Texas LEASE # 1X4390479.00 LESSOR: Sabrina Custom Homes, Inc. DATED: July14, 2005 RECORDED; Filed in Document No. D205278478 In the Official Public Records, Tarrant County, Texas LEASE N: TX4390480.0O LESSOR: Stephen V. Saladino, Peggy Saladino, husband and wife RECORDED: Filed In Document No. 0205278476 In the OffIdal Public Records, Tarrant County, Texas
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 15 of 18 LEASE # PC4390494.01 LESSOR: Randall 1. Xuykendall, a single man DATED: April 13,2007 RECORDED: Filed In Document No. 0207150623 In the Official Public Records, Tarrant County, Texas LEASE #: TX4390958.99 DATED: November20, 2009 RECORDED: Ratification of Unit Interest filed In Document No. D209309466 In the Official Public Records, Tarrant County, Texas LEASE U: TX4390496.00 LESSOR: Joan Mckinley LESSEE: Chief Holdings ac DATED: May 21, 2007 RECORDED: Filed In Document No. D207298724 In the Official Public Records, Tarrant County, Texas LEASE N: TX4390497.00 LESSOR: Matthias T. Snow and Thia Snow, husband and wife DATED: May 1, 2007 RECORDED: Filed In Document No. D207239253 In the Official Public Records, Tarrant County, Texas LEASE U: TX4390498.00 LESSOR: City of Haslet, Texas DATED: July 28, 2006 RECORDED: Flied In Document No. D2071 17708 In the Official Public Records, Tarrant County, Texas LEASE U: Th4390503.00 LESSOR: John D. Washburn RECORDED: Filed In Document No. D205385522 in the Official Public Records, Tarrant County, Texas LEASE U: 1X4390504.0O LESSOR: Fernando Moreno Sr. RECORDED: Filed in Document No. 0205385545 In the Official Public Records, Tarrant County, Texas LEASE U: D(4390507.01 LESSOR: Richard Whatley RECORDED: Flied in Document No. 0207145911 In the Official Public Records, Tarrant County, Texas
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 16 of 18 LEASE #: TX4390507.02 LESSOR: R. W. Whatley, Jr. RECORDED: Filed In Document No. D207107620 in the Official Public Records, Tarrant County, Texas LEASE #: TX4390507.03 LESSOR: Charlesi. Whatley LESSEE; Chief Resources LLC RECORDED: Filed In Document No. D207107652 in the OffIcial Public Records, Tarrant County, Texas LEASE # TX4390507.04 LESSOR: Linda C. Price Killian LESSEE: Chief Resources LI.C RECORDED: Filed in Docwnent No. 0207107615 In the Official Public Records, Tarrant County, Texas LEASE N: TX4390507.05 LESSOR: Bable Ruth Price Hill RECORDED: Flied In Document No. D207107619 In the Official Public Records, Tarrant County, Texas LEASE N: Th4390507.06 LESSOR: Dorothy Whatley Daniel LESSEE: Chief Resources IIC DATED: January28, 2007 RECORDED: Filed In Document No. 02071.07618 in the Official Public Records, Tarrant County, Texas LEASE N: 1X4390507.07 LESSOR: Lynda Whatley Frazier LESSEE: Chief Resources LI.C DATED: January28, 2007 RECORDED: Flied In Document No. D207107617 in the Official Public Records, Tarrant County, Texas LEASE #: 1X4390507.08 LESSOR: Janett Ann Whatley Rose RECORDED: Filed In Document No. 0207107616 In the Official Public Records, Tarrant County, Texas LEASE N: TX4390507.09 LESSOR: Stephen L Price, Jr RECORDED: Flied in Document No. 0207107621 In the Official Public Records, Tarrant County, Texas
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 17 of 18 LEASE N: TX4390507.10 LESSOR: Susan Lcralne De MeIlk RECORDED: Filed In Document No. D207128283 In the OffIcial Public Records, Tarrant County, Texas LEASE N: Th4390507i.1 LESSOR: Frances Whatley Shell RECORDED: Flied In Document No. D207107651 In the Official Public Records, Tarrant County, Texas I.EASE N: flc4390507i.2 LESSOR: Thomas Edmund Whatley RECORDED: Filed in Document No. D207107646 In the Official Public Records, Tarrant County, Texas LEASE N: T)C4390507.13 LESSOR: Wanda Whatley Perry RECORDED: Filed In Document No. D207107647 In the Official Public Records, Tarrant County, Texas LEASE N: Th4390507.14 LESSOR: Edward 1. Sutton, f/k/a Milton Dean Whatley RECORDED: Filed In Document No. D207107648 In the Official Public Records, Tarrant County, Texas LEASE N: fl(4390507.15 LESSOR: Wylenne Whatley McCullers RECORDED: Filed in Document No. D207107650 In the Official Public Records, Tarrant County, Texas LEASE N: TX4390507.16 LESSOR: Bobby Odell Whatley DATED: January28, 2007 RECORDED: Filed In Document No. D207107649 in the Official Public Records, Tarrant County, Texas LEASE 8: TX4390507.17 LESSOR: Clifton A. Whatley Jr. DATED: January 28,2007 RECORDED: Filed In Document No. D207145910 In the Official Public Records, Tarrant County, Texas
Case 15-10585-LSS Doc 1268-1 Filed 03/18/16 Page 18 of 18 LEASE #: TX4390507.18 LESSOR: Juanita Powell DATED: March 27, 2006 RECORDED: Filed in Document No. D20614132 in the Official Public Records, Tarrant County, Texas LEASE# 1C439O509.01 LESSOR: Greg A. Lyon DATED: September 10,2007 RECORDED: Filed in Document No. D207376727 in the Official Public Records, T rrant County, Texas LEASE # 1X4390509.02 LESSOR: Bradley 6. Feldkamp DATED: September10, 2007 RECORDED: Filed In Document No. D207376726 In the Official Public Records, Tarrant County, Texas LEASE #: TX4390510.01 LESSOR: Joyce L Plummer DATED: March 27, 2006 RECORDED: Flied in Document No. D206194130 in the Official Public Records, Tarrant County, Texas LEASE # TX4390510.02 LESSOR: Louis 6. UlIrich DATED: March21, 2007 RECORDED: Filed In Document No. D207160622 in the Official Public Records, Tarrant County, Texas LEASE # TX4390510.03 LESSOR: Chades Ullrich LESSEE: Chief Resources ac DATED: March 21, 2007 RECORDED: Filed In Document No. D208088240 In the Official Public Records, Tarrant County, Texas LEASE # TX4390510.04 LESSOR: Ethel Lean McWain, a married woman dealing with her separate property LESSEE: ChIef Resources LLC DATED: January 28, 2008 RECORDED: Filed in Document No. D208085146 In the Official Public Records, Tarrant County, Texas LEASE U: TX4391367.0O LESSOR: Lottie Barton Johnson, her sole and separate property LESSEE: Mitchell Energy Corporation DATED: August 12, 1985 RECORDED: Filed In Volume 8306, Page1547 In the Official Public Records, Tarrant County, Texas