FIRST AMENDMENT TO OIL AND GAS LEASE THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS COUNTY OF TARRANT WHEREAS, the CITY OF ARLINGTON, a home rule municipal corporation of the State of Texas located within Tarrant County, Texas ( Lessor ), and CHESAPEAKE EXPLORATION, L.L.C., a limited liability company ( Lessee ) entered into an Oil and Gas Lease (No Surface Use), dated effective as of October 12, 2010 (the Lease ), as evidenced by a Memorandum of Lease, dated October 12, 2010, by and between Lessor and Lessee, and filed for record at Instrument No. D211036947 of the Real Property Records of Tarrant County, Texas; and WHEREAS, Lessor and Lessee now desire to amend the Lease to include approximately 28.1686 acres of land as specified below; and WHEREAS, Lessor and Lessee agree to replace paragraph 4 of the Lease to increase the maximum pooling authority; and NOW, THEREFORE, for valuable consideration and in consideration of mutual covenants, Lessor and Lessee hereby agree as follows: 1. The Lease land description on Exhibit A shall be modified to include the following tracts of land, containing in the aggregate approximately 28.1686 acres, which shall be included as Tracts 4 through19: 4. 0.5344 acres, more or less, situated in the J. Coombs Survey, A-316, City of Arlington, Tarrant County, Texas; and being more particularly described in that certain Warranty Deed from A. F. Dye, to the City of Arlington, recorded November 12, 1965 in Volume 4141, Page 224, Deed Records, Tarrant 5. 0.7380 acres, more or less, situated in the J. Coombs Survey, A-316, City of Arlington, Tarrant County, Texas; and being more particularly described in that certain Warranty Deed from A. F. Dye, to the City of Arlington, recorded November 12, 1965 in Volume 4141, Page 222, Deed Records, Tarrant 6. 4.80 acres, more or less, situated in the J. Coombs Survey, A-316, and the H. Blackwell Survey, A-149, City of Arlington, Tarrant County, Texas; and being more particularly described in that certain Warranty Deed from A. F. Dye, to the City of Arlington, recorded November 12, 1965 in Volume 4141, Page 225, Deed Records, Tarrant County, Texas. 7. 4.16 acres, more or less, situated in the H. Blackwell Survey, A-149, City of Arlington, Tarrant County, Texas; and being more particularly described in that certain Warranty FIRST AMENDMENT TO OIL & GAS LEASE # 10-028 Page 1
Deed from A. F. Dye, to the City of Arlington, recorded November 12, 1965 in Volume 4141, Page 229, Deed Records, Tarrant 8. 0.0565 acres, more or less, out of the Hiram Blackwell Survey, A-149, Tarrant County, Texas, and being the same property described by metes and bounds in that certain Warranty Deed dated March 18, 1981 and recorded in Volume 7104, Page 745, Deed Records, Tarrant 9. 0.52 acres, more or less, out of the Hiram Blackwell Survey, A-149, Tarrant County, Texas, and being the same property described by metes and bounds in that certain Deed dated July 30, 1975 and recorded in Volume 5903, Page 764, Deed Records, Tarrant 10. 2.069 acres, more or less, out of the Hiram Blackwell Survey, A-149, Tarrant County, Texas, and being the same property described in that certain Warranty Deed dated August 31, 1998 and recorded in Volume 13408, Page 8, Deed Records, Tarrant (Tract 3) 11. 0.15 acres, more or less, out of the Hiram Blackwell Survey, A-149, Tarrant County, Texas and being the same property described in that certain Correction Special Warranty Deed dated June 19, 1989 and recorded in Volume 9753, Page 949, Deed Records, Tarrant 12. 0.34 acres, more or less, out of the Hiram Blackwell Survey, A-149, Tarrant County, Texas, and being further known Block 1, Lot 1A2, Stoneridge Addition, an addition to the City of Arlington, Tarrant County, Texas, as depicted as the 25 sanitary sewer easement along the east side of Tract A in the map or plat thereof recorded in Volume 388-73, Page 49, Plat Records, Tarrant County, Texas, and also being that certain center line property described in that certain Quitclaim Deed dated July 14, 1975 and recorded in Volume 5903, Page 753, Deed Records, Tarrant 13. 1.23 acres, more or less, out of the Hiram Blackwell Survey, A-149, Tarrant County, Texas, and being the same property described in that certain Warranty Deed dated January 4, 2000 and recorded in Volume 14185, Page 426, Deed Records, Tarrant 14. 0.07144 acres, more or less, out of the Hiram Blackwell Survey, A-149, Tarrant County, Texas, and being the same property described in that certain Warranty Deed dated July 31, 1980 and recorded in Volume 6982, Page 1440, Deed Records, Tarrant County, Texas. 15. 7.1423 acres, more or less, out of the Hiram Blackwell Survey, A-149, Tarrant County, Texas, and being the same property described by metes and bounds in that certain Quit- Claim Deed dated August 7, 1975 and recorded in Volume 5903, Page 756, Deed Records, Tarrant County, Texas; by metes and bound s in that certain Quit-Claim Deed dated August 7, 1975 and recorded in Volume 5903, Page 759, Deed Records, Tarrant County, Texas; and by metes and bounds in that certain Warranty Deed dated October 9, 1979 and recorded in Volume 6827, Page 1769, Deed Records, Tarrant FIRST AMENDMENT TO OIL & GAS LEASE # 10-028 Page 2
16. Being approximately.0170 acres of land out of the Hiram Blackwell Survey, Abstract No. 149, City of Arlington, Tarrant County, Texas, conveyed to the City of Arlington by Warranty Deed, Instrument No. D180340755, as recorded in Volume 6982, Page 1436, of the Deed Records of Tarrant 17. Being approximately 2.18 acres of land out of the Hiram Blackwell Survey, Abstract No. 149, City of Arlington, Tarrant County, Texas, conveyed by Quit Claim Deed to the City of Arlington, as recorded in Volume 5903, Page 759, of the Deed Records of Tarrant 18. Being approximately.19 acres of land out of the Hiram Blackwell Survey, Abstract No. 149, City of Arlington, Tarrant County, Texas, conveyed by Quit Claim Deed to the City of Arlington, as recorded in Volume 5903, Page 762, of the Deed Records of Tarrant 19. Being approximately 3.97 acres of land out of the Hiram Blackwell Survey, Abstract No. 149, City of Arlington, Tarrant County, Texas, conveyed by Quit Claim Deed to the City of Arlington, as recorded in Volume 5903, Page 756, of the Deed Records of Tarrant 2. Subject to the other provisions herein contained and the provisions in the Lease paragraph 4 of the lease is replaced to read as follow: 4. POOLING Lessee, at its option, is hereby given the right to pool or combine the leased premises or any portion thereof as to oil and gas, or either of them with any other land, lease or leases in the immediate vicinity thereof to the extent hereinafter stipulated, when it is necessary or advisable to do so in order to properly develop, produce and operate said leased premises in compliance with the spacing rules of the appropriate lawful authority, or when to do so would promote the conservation of oil and gas in and under and that may be produced from said leased premises. Units pooled for oil and gas hereunder shall not exceed forty (40) acres each in area unless a governmental authority having jurisdiction prescribe the creation of units larger than those specified (including, for example, for a horizontal well) for the drilling of a well at a regular location or for obtaining maximum allowable, a pooled unit thereafter created may conform in size with those prescribed by governmental regulations but not to exceed six hundred forty (640) acres, plus a ten percent (10%) tolerance. Lessee, under the provisions hereof, may pool or combine acreage covered by this Lease or any portion thereof as above provided as to oil in any one or more strata and as to gas in any one or more strata. The units formed by pooling as to any stratum or strata need not conform in size or area with the unit or units FIRST AMENDMENT TO OIL & GAS LEASE # 10-028 Page 3
into which the Lease is pooled or combined as to any other stratum or strata, and oil units need not conform as to area with gas units. The pooling in one or more instances shall not exhaust the rights of the Lessee hereunder to pool this Lease or portions thereof into other units. Lessee shall file for record in the appropriate records of the county in which the leased premises are situated an instrument describing the pooled acreage as a pooled unit and Lessee shall provide Lessor with a copy of any and all documents filed with any regulatory authority or recorded in the records of any county within thirty (30) days of filing such documents. Upon the recordation of the unit in the county records and the timely furnishing of the copies required herein to Lessor the unit shall be effective as to all parties hereto, their heirs, successors, and assigns, irrespective of whether or not the unit is likewise effective as to all other owners of surface, mineral, royalty or other rights in land included in such unit. In the event of operations for drilling on or production of oil or gas from any pooled unit which includes all or a portion of the land covered by this Lease, such Lesee understands that Lessee must comply with all federal, state and local statutory and ordinance provisions such as requirement of drill permits in accordance with the City Zoning or other ordinances on the use of property that may be required and the outcome of any permit is unknown and not warranted by the City and such operations shall be considered as operations for drilling on or production of oil and gas from land covered by this Lease whether or not the well or wells be located on the premises covered by this Lease. For the purposes of computing royalties, there shall be allocated to the land covered by this Lease and included in said unit (or to each separate tract within the unit if this Lease covers separate tracts within the unit) a pro rata portion of the oil and gas, or either of them, produced from the pooled unit. Royalties hereunder shall be computed on the portion of such production, whether it be on oil and gas, or either of them, so allocated to the land covered by this Lease and included in the unit just as though such production were from such land. The production from an oil well will be considered as production from this Lease or oil pooled unit from which it is producing and not as production from a gas pooled unit, and production from a gas well will be considered as production from this Lease or gas pooled unit from which it is producing and not from an oil pooled unit. The formation of any unit hereunder shall not have the effect of changing the ownership of any shut-in production payment which may become payable under this Lease. If this Lease now or hereafter covers separate tracts, no pooling or unitization of royalty interest as between any such separate tracts is intended or shall be implied or result merely from the inclusion of such separate tracts within this FIRST AMENDMENT TO OIL & GAS LEASE # 10-028 Page 4
Lease but Lessee shall nevertheless have the right to pool as provided above with consequent allocation of production as provided above. As used in this paragraph, the words separate tract mean any tract with royalty ownership differing, now or hereafter, either as to parties or amounts, from that as to any other part of the leased premises. 3. Miscellaneous. The Lease, as expressly amended by this Amendment, shall continue in full force and effect in accordance with its terms. If the terms of this Amendment conflict with the terms of the Lease, then the terms of this Amendment shall govern. 4. Counterparts. This Amendment may be executed in multiple counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered shall constitute an original agreement, and all such separate counterparts shall constitute one and the same agreement. 5. Memorandum. It is understood and agreed that a Memorandum of First Amendment to Oil and Gas Lease may be filed of record for the purpose of providing record notice of the existence of this Amendment in lieu of recording the executed original. Said Memorandum of First Amendment to Oil and Gas Lease shall be recorded in the Official Public Records of Tarrant County, Texas, within a reasonable time by Lessee with a copy thereof to be promptly furnished to Lessor. 6. No Warranty. This First Amendment to Oil and Gas Lease is given and granted without warranty of title, express or implied, in law or in equity. Lessor agrees that Lessee, at Lessee s option, may purchase or discharge, in whole or in part, any tax, mortgage or other lien upon the leased premises and thereupon be subrogated to the right of the holder thereof, and may apply royalties accruing hereunder toward satisfying same or reimbursing Lessee. It is also agreed that if Lessor owns an interest in the oil and gas under the leased premises less than the entire fee simple estate therein, the royalties to be paid Lessor shall be reduced proportionately, but in no event shall the shut-in royalty amount for a gas well be reduced. EXECUTED this day of, 2011, but effective as of the effective date of the Lease. LESSEE: CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma Limited Liability Company HENRY J. HOOD Senior Vice President-Land & Legal & General Council FIRST AMENDMENT TO OIL & GAS LEASE # 10-028 Page 5
LESSOR: CITY OF ARLINGTON, TEXAS BY: ATTEST: MARY W. SUPINO, City Secretary APPROVED AS TO FORM: JAY DOEGEY, CITY ATTORNEY BY: [Acknowledgments Page to Follow Immediately] FIRST AMENDMENT TO OIL & GAS LEASE # 10-028 Page 6
ACKNOWLEDGMENTS STATE OF OKLAHOMA COUNTY OF OKLAHOMA BEFORE ME, the undersigned authority, a Notary Public in and for the State of Oklahoma, on this day personally appeared, known to me (or proved to me on the oath of or through (description of identity card or other document)) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of, 2011. Notary Public in and for The State of Oklahoma My Commission Expires Notary's Printed Name ACKNOWLEDGEMENTS THE STATE OF TEXAS CITY OF ARLINGTON, TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of the CITY OF ARLINGTON, TEXAS, a municipal corporation of the State of Texas, Tarrant County, Texas, and as the thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of 2011. Notary Public in and for The State of Texas My Commission Expires Notary's Printed Name FIRST AMENDMENT TO OIL & GAS LEASE # 10-028 Page 7