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CONSENT TO ASSIGNMENT OF
FORT WORTH CONTRACTS
This Consent to Assignment of Fort Worth Contracts ("Consent") is made and
entered into by and among the City of Fort Worth, Texas, a home-rule municipal corporation
of the State of Texas (the "City"); Quicksilver Resources, Inc., a Delaware corporation, and its
U.S. subsidiaries (collectively, "Assignor" or "Company"); and BlueStone Natural Resources
Il, LLC, a Delaware limited liability company("Assignee").
The following introductory provisions are true and correct and form the basis of this Consent:
A. The City and Company are parties to those agreements listed in Exhibit "A" (collectively
the "Leases"), which are mineral leases pertaining to certain City property. All Leases are
public documents on file in the Office of the Fort Worth City Secretary or in the Deed Records
of Tarrant or Denton County, Texas.
B. On January 22, 2016, Company entered into an Asset Purchase Agreement with Assignee
for transfer of substantially all of the Company's U.S. oil and gas assets, including the Leases, to
Assignee with such transfer to occur as of the "Effective Time" as defined in the Asset Purchase
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City,Assignor, and Assignee and agree as follows:
1. The Leases identified in Exhibit "A" are incorporated herein by reference for all
purposes.
2. Subject to and conditioned on Assignee's covenant and agreement to assume and
faithfully perform all duties and obligations of Company under the Leases as of the Effective
Time, the City hereby consents to assignment from Assignor to Assignee of all right, title, and
interest of Company in the Leases, effective as of the Effective Time.
3. Assignee hereby covenants and agrees that, as of the Effective Time, Assignee will
assume and faithfully perform all duties and obligations of Company set forth in the Leases.
Both Assignor and Assignee hereby agree and;acknowledge that they shall be jointly and
severally liable to the City for each and every duty and obligation of the Company under the
Leases prior to the Effective Time.
5. The City does not adopt, ratify, or approve the particular provisions of any written or oral
agreement or understanding that may have been made or reached by and between Assignor and
Assignee as part of or in regard to the Asset Purchase Agreement. City does not grant any right,
privilege, or use to Assignee that is different from or more extensive than any right,privilege, or
use granted to Company pursuant to the Leases. In the event of any conflict between the Leases
and the Asset Purchase Agreement, the Leases shall control as between City on the one hand and
Assignor and Assignee on the other:
OFFICIAL RECORD
CITY SECRETARY
Consent to Assignment of Fort Worth Contracts FT.WORTH,TX Page 1 of 3
6. Notices required pursuant to the provisions of the Leases shall be conclusively
determined to have been delivered when hand-delivered or mailed by United States
Mail,postage prepaid,return receipt requested, addressed as follows:
To Assignor: To Assignee:
Quicksilver Resources Inc. Bluestone Natural Resources Il, LLC
Attn: Law Department Attn: Land Department
777 W. Rosedale St. 2100 S. Utica, Suite 200
Fort Worth, TX 76104 Tulsa, OK 74114
EXECUTED as of the latest date below each signature, but to be effective as of the
Effective Date:
ASSIGNOR ASSIGNEE
Quicksilver Resources, Inc., B1ueStone Natural Resources II,LLC
A Delaware Corporation: a Delaware Limited Liability Company
By: By:
Name: Gl nn Darden Name: John Redmond
Title: Pr6sident and Chief Executive Officers Title: President and Chief Executive Officer
Date: K/ 6 Date:
City of Fort Worth:
By:
Jesus "Jay" Chapa, Asst. City Martager
Date: y' Q F,®IQ�, .
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AVED 711M AND LEGALITY:"
By:
Denis . cElro , sst. City Attorney
OFFICIAL RECORD
CI`ry acltETARY
Consent to Assignment of Fort Worth Contracts Page 2 of 3
QRI Number CFW#s Deed# Document Type Date
TX1210060.44 43760, 43761 2012-108148 Oil and Gas Lease, Memorandum Aug 2012
TX4390348.00 36497, 36498 D208008423 Oil and Gas Lease, Memorandum Jan 2007
TX4390556.00 38128 D209011528 Oil and Gas Lease Jan 2009
TX4390597.00 37395 D208410221 Oil and Gas Lease Aug 2008
TX4390853.00 38322, 38323 D209071940 Oil and Gas Lease, Memorandum Feb 2009
TX4390913.00 38765, 38766 D209166519 Oil and Gas Lease, Memorandum June 2009
TX4390919.00 38812, 38813 D209188093 Oil and Gas Lease, Memorandum June 2009
TX4390975.00 39712, 39713 D210013153 Oil and Gas Lease, Memorandum Jan 2010
TX4390994.00 40022, 40023 D210067244 Oil and Gas Lease, Memorandum March 2010
TX4391020.00 40302, 40303 D210129774 Oil and Gas Lease, Memorandum May 2010
TX4390484.00 32095 D205228842 Oil and Gas Lease, Memorandum I July 2005
Consent to Assignment of Fort Worth Contracts Page 3 of 3