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CONTRACT .
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COMPROMISE SETTLEMENT AND RELEASE AGREEMENT
This Compromise Settlement and Release Agreement (this "Agreement") is executed on
the one hand by the City of Fort Worth and the Fort Worth Housing Finance Corporation
(collectively the "City"), and on the other hand, by Parallel Petroleum, L.L.C. ("Parallel" or
"Lessee"), effective as of May 13, 2016 (the "Effective Date"). The City and Parallel are
sometimes referred to collectively as the "Parties" and individually as a"Party."
WHEREAS, the City, as Lessor, entered into a number of oil and gas leases with various
lessees. The Leases are more particularly described on Exhibit A attached hereto and made a
part hereof(the "Leases"); and
WHEREAS, Parallel subsequently acquired interests in the Leases; and
WHEREAS, disputes have arisen between Parallel and the City regarding the amount of
royalty payments paid to and received the City, and to be paid to the City, for royalties
attributable to Parallel's leasehold interests; and
WHEREAS, the City and Parallel have determined that it is in their respective best
interests to resolve the disputes between them on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises, promises, covenants and
representations set forth below, the Parties agree as follows:
I. Lessee Releasees.
The Releasees who shall benefit from the promises, covenants and/or warranties made by
the City are as follows:
A. Parallel Petroleum, LLC
B. All agents, employees, shareholders, directors, officers, fiduciaries, attorneys or
other representatives of Parallel; and
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 1 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
C. All subsidiaries, parent corporations, affiliated entities or sister
corporations of Parallel.
As used in this Agreement, the term "Lessee Releasees" shall be construed as broadly as
possible to include all of the foregoing named or described individuals or entities.
II. The City's Releasees.
The Releasees who shall benefit from the promises, covenants and/or warranties made by
the Lessee are as follows:
A. the City; and
B. All agents, employees, officers, fiduciaries, attorneys, board members, council
members or other representatives of the City.
As used in this Agreement, the term "City's Releasees" shall be construed as broadly as
possible to include all of the foregoing named or described individuals or entities.
III. Settlement Provisions.
In consideration of the promises, covenants, and representations stated in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the Parties,the Parties agree as follows:
A. Consideration.
1. Global Amendment of Leases. As material consideration for this
settlement, Parallel will execute and deliver within 14 days the Amendment and Ratification of
Oil and Gas Lease amending each of the Leases effective as of April 1, 2016 as attached as
Exhibits B and C (the "Global Lease Amendments"), as follows:
(a) To amend each of the Leases, subject to the exception in 3(c) below, to
delete sub-paragraphs D, G, and M in paragraph 4 of each Lease and include the
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 2
following provision in the introductory paragraph 4 of each Lease in bold and all
caps:
"NOTWITHSTANDING ANY OTHER ROYALTY PROVISION TO
THE CONTRARY, ALL ROYALTIES DUE AND PAYABLE
UNDER THIS LEASE ON GAS PRODUCED OR RECOVERED
FROM THE LEASED PREMISES SHALL BE COMPUTED BASED
UPON THE HOUSTON SHIP CHANNEL INDEX PRICE PER
MMBTU REGARDLESS OF WHERE LESSEE'S SHARE OF GAS
OR OTHER HYDROCARBONS PRODUCED UNDER THE LEASE
IS AVAILABLE FOR SALE OR IS SOLD OR DELIVERED AND
SUCH ROYALTIES MAY NOT UNDER ANY CIRCUMSTANCES
BE OFFSET OR REDUCED BY ANY POST PRODUCTION
COSTS, EXPENSES, CHARGES OR DEDUCTIONS OF ANY
AMOUNT, HIND OR NATURE, INCLUDING BY WAY OF
ILLUSTRATION BUT NOT LIMITATION, COSTS OR EXPENSES
FOR GATHERING, TREATMENT, PROCESSING,
TRANSPORTATION, PIPELINE CHARGES AND EXPENSES,
COMPRESSION OR MARKETING. HOUSTON SHIP CHANNEL
INDEX PRICE SHALL REFER TO THE PRICE PUBLISHED
MONTHLY BY MCGRAW HILL IN INSIDE F.E.R.C.'S GAS
MARKET REPORT UNDER THE HEADING "MONTHLY
BIDWEEK SPOT GAS PRICES, EAST TEXAS, HOUSTON SHIP
CHANNEL INDEX" FOR THE FIRST DAY OF THE MONTH OF
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 3
DELIVERY. IN THE EVENT PUBLICATION OF THE
FOREGOING REPORT CEASES, OR IN THE GOOD FAITH
BELIEF OF EITHER THE CITY OR LESSEES, SUPPORTED BY
AN UNAFFILIATED THIRD PARTY OPINION, THE INDEX IS
BEING ARTIFICIALLY MANIPULATED OR IS
FUNDAMENTALLY UNRELIABLE, THE CITY AND LESSEES
SHALL PROMPTLY MEET AND CONFER IN GOOD FAITH TO
AGREE UPON A SUBSTANTIALLY COMPARABLE PUBLISHED
INDEX FOR CURRENT ON-SHORE SPOT GAS PRICES BEING
PAID BY PURCHASERS TAKING DELIVERY OF GAS IN THE
HOUSTON-BEAUMONT TEXAS AREA."
(b) To amend each of the Leases, subject to the exception in paragraph
3(c) below,to delete sub-paragraph L. in paragraph 4 and to replace same with the
following:
"L. Oil, gas or products may be sold to a subsidiary or affiliate of
Lessee provided that such sales shall never reduce or be the basis for a
reduction in the royalties payable under this Lease, as amended, whether
directly or indirectly, as a reduced price or otherwise."
(c) The City and Parallel have used best efforts to list each of the
leases where the City or a related entity is a Lessor and Parallel is a Lessee. In the
event the City or Parallel later discover that a lease existing as of the Effective
date where the City or a related entity (including but not limited to the Fort Worth
Housing Finance Corporation, the Fort Worth Local Development Corporation, or
The Villas of Eastwood Terrace, LLC) is a lessor and Parallel or one of its
affiliates is a lessee was not included on Exhibit A, Parallel nevertheless agrees to
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 4
promptly execute and deliver, or cause the execution and delivery of, a Lease
Amendment in conformance to the Global Lease Amendments as to any such
lease to be effective with April 1, 2016 production.
(d) The Parties agree to file and record a lease memorandum within
sixty (60) days of the execution of the Global Lease Amendments by all Parties.
2. True UD Payments. Within 60 days from the date of execution of this
Agreement, Parallel shall pay to the Lessor under each of the Leases such payments as are
necessary to pay the Lessor the underpayments by calculating the royalties paid to the Lessors
and the amounts due under the Global Lease Amendments for production from May 1, 2016
forward. After the underpayments are made, Parallel agrees to calculate and pay royalties
pursuant to the Global Lease Amendments.
3. Ratification. As a further consideration for this Agreement, the City ratifies and
confirms the Leases as to Lessee's interests and agrees and represents that said Leases are in full
force and effect as of April 1, 2016, and to the extent necessary does hereby grant, lease and let
the lands described in the Leases to Lessee in proportion to its respective ownership of record in
the said Leases as of the Effective Date of this Agreement.
4. The City's Release of the Lessee Releasees. The City does hereby forever and
for all time completely•release, remise and discharge, for itself, and for any of its past and
present agents, employees, officers, fiduciaries, attorneys, board members, trustees,
representatives, predecessors, successors, assigns or any other person who claims under or
through the City in any form whatsoever, past and present,jointly and/or severally, any and all
claims, rights, damages, costs, benefits, expenses and compensation of any nature whatsoever
accruing prior to April 1, 2016, whether known or unknown at the present time, both at law or in
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 5
equity, which the City may have or may claim as to Parallel and/or any of the Lessee Releasees
arising out of the Leases, whether based upon tort, contract, statute, common law or any other
theory or basis of recovery, and whether for compensatory, statutory or exemplary damages or
for equitable relief, which the City holds. Provided however, notwithstanding the foregoing, this
paragraph does not affect or release (a) any rights or obligations provided in or arising out of this
Agreement, including, but not limited to, the right to sue for a breach of this Agreement or the
Lease Amendment, (b) any rights or obligations that arise on or after April 1, 2016, (c) any rights
or obligations arising out of the October 5, 2006 Oil and Gas Lease, as amended, between the
Dallas/Fort Worth International Airport Board, the City of Dallas and the City of Fort Worth
(collectively "Lessor" under said lease) and Chesapeake Exploration Limited Partnership
("Lessee" under said lease) (the "DFW Lease"), or (d) any rights or obligations arising out of
any settlement agreement related to the DFW Lease.
5. Lessee's Release of the City's Releasees. Parallel does hereby forever and for
all time completely release, remise and forever discharge, for itself and for each of its respective
past and present agents, employees, shareholders, directors, officers, fiduciaries, attorneys,
representatives, heirs, predecessors, successors, assigns, partners, subsidiaries, or any other
person who claims under or through the Lessee any and all claims, rights, damages, costs,
benefits, expenses and compensation of any nature whatsoever accruing 'on or before the
Effective Date, whether known or unknown at the present time, both at law or in equity, which
Lessee may have or may claim as to the City and/or any of the City Releasees, whether based
upon tort, contract, statute, common law or any other theory or basis of recovery, and whether
for compensatory, statutory or exemplary damages or for equitable relief, which Lessee now
holds. Moreover, notwithstanding the foregoing, this provision does not affect or release any
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 6
rights or obligations provided in or arising out of this Agreement, including, but not limited to,
the right to sue for a breach of this Agreement or the Lease Amendment, or any rights or
obligations that arise after the Effective Date of this Agreement.
6. Warranty of Capacity to Execute Agreement. Each person signing this
Agreement represents and warrants that he or she has the full legal right, capacity and authority
to do so on behalf of the Party for whom he or she signed. Each Party represents and warrants
that the promises, representations and warranties contained herein do not, and will not, violate
any covenant in any agreement of such parry and to the actual knowledge of such party, will not
contravene or violate any law, regulation, bylaw or rule that may be applicable to such party.
Each Party further represents and warrants that all corporate, governmental or other approvals
necessary, if any, to enter into and consummate this Agreement, including the Lease
Amendment, have been obtained. The Parties further represent that they have not sold, assigned,
transferred, conveyed or otherwise disposed of any of the claims, demands, obligations or causes
of action referred to or released in this Agreement.
7. Successors and Assigns Bound. Each Party acknowledges and expressly agrees
that this Agreement is binding upon and benefits the Parties and their respective successors,
predecessors, agents, employees, representatives, counsel, owners, directors, partners,
shareholders, insurers, assigns, subsidiaries, board members, council members, parent
corporations, affiliated entities or sister corporations, as the case may be, and all others claiming
an interest in any of the Leases or the mineral interests covered by any of the Leases by, through
or under a Party.
The Parties agree that the stipulations, covenants and agreements herein shall be binding
upon the Parties in the event one or more shall later become debtors in bankruptcy or participants
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 7
in an insolvency proceeding. To the fullest extent permitted by law, the Parties further agree not
to dispute the validity of this Agreement or that it is binding upon any trustee or representative
appointed by a debtor's bankruptcy estate or other insolvency proceeding. The Parties further
agree the binding effect of this Agreement is an integral part of the consideration and motivation
of the Parties to enter into this Agreement.
8. Executory Nature of this Agreement. Each Party acknowledges and expressly
agrees that each and every representation, covenant, promise and agreement made herein is a
necessary, viable, material and important part of and reason for the other Party's entry into this
Agreement and that the deletion or failure of any such representation, covenant, promise, or
agreement will defeat the reason for and the consideration for this Agreement.
9. Severability. Should any provision herein be held invalid by a court of
competent jurisdiction, it is agreed that this shall not affect the enforceability of any other
provision herein and that the Parties agree to meet to attempt in good faith to renegotiate that
provision so determined to be invalid to effectuate the purpose of and to conform to the law
regarding such provision. In the event the Parties are unable to renegotiate the provision, the
issue shall be resolved, if at all, by a state district court in Tarrant County, Texas.
10. Controlling Law. This Agreement is entered into in the State of Texas and shall
be construed, interpreted and enforced in accordance with the laws ofthe State of Texas without
reference to choice-of-law rules. This Agreement is performable in whole or in part in Tarrant
County, Texas.
11. Integration. The Parties acknowledge and expressly agree that this Agreement is
fully integrated, that it (along with the Lease Amendment and other exhibits referenced herein
and/or attached hereto) represents the entire understanding of the Parties, that there are no other
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 8
agreements, representations, promises or negotiations that have not been expressly embodied
herein with respect to the subject matter hereof, and that this Agreement supersedes any and all
prior agreements with respect to the subject matter hereof, except that the Leases shall remain in
full force and effect except to the extent they are expressly modified and amended by the terms
of the Lease Amendment.
12. Modification in Writing. The Parties agree that this Agreement may be
amended or modified only by a writing executed by the Party or Parties to be charged with the
modification.
13. No Admissions. This Agreement is entered into for the purpose of buying peace
and settling doubtful and disputed claims. By entering into this Agreement, none of the Parties
acknowledges liability. All such liability is expressly denied.
14. Independent Legal Advice. Each Party acknowledges and represents that it has
received independent legal advice and that it has not relied upon any representations of the other
Party or its agents, employees, representatives or counsel on any subject contained in this
Agreement or otherwise, other than as expressly set forth in this Agreement.
15. Captions. The paragraph titles appearing in this Agreement are for convenience
only and shall not by themselves determine the construction of this Agreement.
,16. Counterparts. This-Agreement may be executed in one or more counteiparts,
each of which shall be deemed an original, but all of which shall constitute one and the same
instrument.
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 9
17. Mutually Drafted. The Parties acknowledge that the drafting of this Agreement
is a joint effort between the Parties and their counsel and that this Agreement is not to be
construed against any Party as the drafter.
EACH PARTY FURTHER STATES THAT IT HAS CAREFULLY READ THIS
AGREEMENT; THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED TO IT
BY COUNSEL OF ITS CHOICE; THAT IT FULLY UNDERSTANDS THE FINAL AND
BINDING EFFECT OF THIS AGREEMENT; THAT THE ONLY PROMISES MADE
TO IT TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE; AND THAT IT
IS SIGNING THIS AGREEMENT VOLUNTARILY.
EXECUTED to be effective as of May 13, 2016.
THE CITY OF FORT WORTH
BY:
Name: Jesus J. Chapa
Title: Assistant City Manager
Date:
APPROVED AS sT F EGALITY:
By:
Name: Gerald Pruitt
Title: Deputy City Attorney
I n Date: / 2,
'e°o°Q Q A-, 4
G4 00
_®e FORT WORTH HOUSING FINANCE
o � 'CORPORATION
BoonQ@ � 9� i
°4pQQ® By: �ivr.,cru�Lss,,L
Name: Fernando Costa
Title: General Manager
SCS J. K T,Cita► secretarY Date: 2 8 iG
OFFICIAL RECORD
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 10 CITY SECRETARY
FT,WORTH,TX
PARALLEL P T ,L.L.C.
By:
Michael Argu9hief
President and Operating Officer
Date:
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 11
ACKNOWLEDGEMENTS
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Jesus J. Chapa, as Assistant City Manager of the City of Fort
Worth, a municipal corporation situated within Tarrant County, Texas, 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 Fort Worth, a municipal corporation
situated within Tarrant County, Texas, and for the purposes and consideration therein expressed
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on 2 , 2016.
Notary Publ'c ins for
The State of Tex
--1s TRIKINYA L JOHNSON /
[�i
`�•`��0.Y,P4
:° Notary Public.State of Texasy ✓JSO✓�
Mi.'•' bF Comm.Expires 04-17-2018 Notary's Printed ame
Notary ID 1238832-0 Commission Expires:
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 12
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, as General Manager of the Fort Worth Housing
Finance Corporation, a non-profit corporation created under the Texas Housing Finance
Corporations Act by the authority of the Fort Worth City Council, 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 Fort Worth Housing Finance Corporation, a non-
profit corporation created under the Texas Housing Finance Corporations Act by the authority of
the Fort Worth City County, and for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on lllg Bernd e -28' , 2016.
LA
Notary Putlic in for
The State of Te s
TRIKINYA L JOHNSON
Notary Public,State of Texas Notary's PrintedName
Comm. Expires 04-17-2018 Commission Expires:
Notary ID 1238832.0
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 13
STATE OF TEXAS §
COUNTY OF MIDLAND §
Before me, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Michael Arguijo, President and Chief Operating Officer
of PARALLEL PETROLEUM, LLC, a Delaware limited liability company, 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 Parallel Petroleum LLC, an Delaware
limited liability company, and for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL �OiFF OFFICE on( �h b , 2016.
'`°a'• RITAORNELAS Notary Public in and for
My Notary ID#5824110 The State of Texas
Expires March 9,2020 _
f _ 1
Notary's Printed Name
Commission Expires:
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE—Page 14
EXHIBIT A
Tarrant County Clerk
Lessor Original Lessee Lease Date Instrument Recording No. City Lease Name
City of Fort Worth Dale Resources,L.L.C. 11/29/2006 D206384776 BRENNAN AVENUE SERVICE CENTER
City of Fort Worth Dale Property Services,L.L.C. 9/10/2008 D208371282 COOKS LANE ROW-ADMIN
City of Fort Worth Dale Resources,L.L.C. 2/15/2005 D205068294 EASTSIDE PARKS
City of Fort Worth Chesapeake Exploration,LLC 10/10/2007 D208025885 GREENWAY PARK
City of Fort Worth Chesapeake Exploration Limited Partnership 5/18/2007 D207209103 HELICOPTER PAD/GILLMORE STRIPS ADDITION
City of Fort Worth Dale Resources,L.L.C. 4/28/2005 D205144961&D206045841 1-30&IST STREET ROW
City of Fort Worth Chesapeake Exploration,LLC 11/1/2007 D207426995 1-35 ROW
City of Fort Worth Chesapeake Exploration,LLC 10/10/2007 D207398919 LITTLE/GILMORE
City of Fort Worth Dale Resources,L.L.C. 12/9/2005 D206045860 MALLARD COVE PARK
City of Fort Worth Chesapeake Exploration,LLC 10/30/2007 D207426998 NORTHSIDE DRIVE 4.3 ACRES
City of Fort Worth Dale Property Services,L.L.C. 3/21/2007 D207128273 OAKHURST PARCEL-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 1/15/2008 D208091991 OAKHURST PARK
City of Fort Worth Dale Resources,L.L.C. 8/22/2006 D206334298 POLICE POUND
City of Fort Worth Chesapeake Exploration,LLC 10/10/2007 D207398917 RIVERSIDE PARK
City of Fort Worth Chesapeake Exploration,LLC 10/10/2007 D207398916 RIVERSIDE PARK-SOUTH END
City of Fort Worth Chesapeake Exploration,LLC 11/14/2007 D208005706 ROCKWOOD PARK AND GOLF COURSE
City of Fort Worth Dale Resources,L.L.C. 1/24/2007 D207045181 TRAIL DRIVERS PARK-SOUTH
City of Fort Worth Chesapeake Exploration,LLC 9/17/2008 D208366320 TRINITY BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 11/6/2007 D207433232 W H LITTLE SURVEY
FW Housing Finance Corporation Dale Resources,L.L.C. 1/11/2006 D206045582 CARTER STATE LEASE
Page 1 of 1
Exhibit
B
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER' S LICENSE
NUMBER.
AMENDMENT AND RATIFICATION OF OIL,AND GAS LEASES
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
This Amendment and Ratification of Oil and Gas Leases ('Amendment") is made and
entered into effective as of April 1, 2016 (the 'Effective Date'), by and between City of
Fort Worth ("Lessor"), the address of which is 1000 Throclanorton Street, Fort Worth, Texas
76102 and Chesapeake Exploration, L.L.C. ("CELLC"), an Oklahoma limited liability
company, the address of which is P.O. Box 18496, Oklahoma City, Oklahoma 73154-0496,
Larchmont Resources L.L.C. ("LR"), Jamestown Resources L.L.C. ("JR"), and Pelican
Energy, L.L.C. ("Pelican"), Oklahoma limited liability companies,the address of each of which is
600 Travis, Suite 4750, Houston, Texas 77002, Parallel Petroleum, L.L.C. ("Parallel"), a
Delaware limited liability company, the address of which is 1004 N. Big Spring, Suite 400,
Midland, Texas 79701, and Dorchester Resources L.P. ("DR"), the address of which is P.O.
Box 18879, Oklahoma City, Oklahoma 73154-8879 (CELLC, LR, JR, Pelican, Parallel and DR
are collectively"Lessees").
WHEREAS, Lessor previously entered into the oil and gas leases identified on the
attached Exhibit A (the "Leases") with CELLC or a predecessor of CELLC covering the lands
therein described for the purposes and on the terms and conditions as set forth therein;
WHEREAS, a Memorandum of each of the Leases is filed ofrecord in Tarrant County,
Texas;
WHEREAS, various assignments of leasehold interest were made by CELLC to LR,
DR, JR, Pelican, Parallel and others, including Total E&P USA, Inc.;
WHEREAS, Chesapeake Operating, LLC currently administers, calculates and
distributes royalties on behalf of CELLC, LR, JR, DR, Pelican, and certain other working
interest owners and lessees in the Leases who are not parties to this Amendment;
WHEREAS, Lessees are lessees and owners of working interests in the Leases; and
WHEREAS, Lessor and Lessees now desire to amend each of the Leases as
hereinafter set forth.
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE I
NOW THEREFORE, for the sum of ten dollars ($10.00) and other good and
valuable consideration, including the execution of an agreement effective May 13,
2016, the receipt and sufficiency of which are hereby admowledged, Lessor and Lessees
hereby AMEND each of the Leases as follows:
(1) As to the interests of Lessees, each of the Leases is hereby amended effective April 1,
2016, subject to the exception in paragraph 3 below, to delete sub-paragraphs D, G, and
M in paragraph 4 and include the following provision in the introductory paragraph of
paragraph 4 of each Lease in bold and all caps, which paragraph shall control in the
event of any conflict in terms in the Leases:
"NOTWITHSTANDING ANY OTHER ROYALTY PROVISION TO THE
CONTRARY, ALL ROYALTIES DUE AND PAYABLE UNDER THIS LEASE
ON GAS PRODUCED OR RECOVERED FROM THE LEASED PREMISES
SHALL BE COMPUTED BASED UPON THE HOUSTON SHIP CHANNEL
INDEX PRICE PER MMBTU REGARDLESS OF WHERE LESSEE'S SHARE
OF GAS OR OTHER HYDROCARBONS.PRODUCED UNDER THE LEASE IS
AVAILABLE FOR SALE OR IS SOLD OR DELIVERED AND SUCH
ROYALTIES MAY NOT UNDER ANY CIRCUMSTANCES BE OFFSET OR
REDUCED BY ANY POST PRODUCTION COSTS, EXPENSES, CHARGES OR
DEDUCTIONS OF ANY AMOUNT, KIND OR NATURE, INCLUDING BY WAY
OF ILLUSTRATION BUT NOT LIMITATION, COSTS OR EXPENSES FOR
GATHERING, TREATMENT, PROCESSING, TRANSPORTATION, PIPELINE
CHARGES AND EXPENSES, COMPRESSION OR MARKETING. HOUSTON
SHIP CHANNEL INDEX PRICE SHALL REFER TO THE PRICE PUBLISHED
MONTHLY BY MCGRAW HILL IN INSIDE F.E.R.C.'S GAS MARKET
REPORT UNDER THE HEADING "MONTHLY BIDWEEK SPOT GAS
PRICES, EAST TEXAS, HOUSTON SHIP CHANNEL INDEX" FOR THE FIRST
DAY OF THE MONTH OF DELIVERY. IN THE EVENT PUBLICATION OF
THE FOREGOING REPORT CEASES, OR IN THE GOOD FAITH BELIEF OF
EITHER THE CITY OR LESSEES, SUPPORTED BY AN UNAFFILIATED
THIRD PARTY OPINION, THE INDEX IS BEING ARTIFICIALLY
MANIPULATED OR IS FUNDAMENTALLY UNRELIABLE, THE CITY AND
LESSEES SHALL PROMPTLY MEET AND CONFER IN GOOD FAITH TO
AGREE UPON A SUBSTANTIALLY COMPARABLE PUBLISHED INDEX FOR
CURRENT ON-SHORE SPOT GAS PRICES BEING PAID BY PURCHASERS
TAKING DELIVERY OF GAS IN THE HOUSTON-BEAUMONT TEXAS
AREA."
(2) Each of the Leases is hereby further amended effective April 1, 2016, subject to the
exception in paragraph 3 below, to delete sub-paragraph L in paragraph 4 and to replace
same with the following:
"L. Oil, gas or products may be sold to a subsidiary or affiliate of Lessee provided
that such sales shall never reduce or be the basis for a reduction in the royalties payable
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 2
under this Lease, as amended by paragraph (1) hereof, whether directly or indirectly, as a
reduced price or otherwise.
(3) Where third parties currently own an interest in one or more of the Leases, such that
Lessees cannot amend such lease as to the third party's interest in such lease, such
party's interest in such lease is specifically excepted from this Lease amendment
(the "Excepted Interests") and the Lease amendment shall not apply to such
Excepted Interests except as to the interests of Lessees. Those working interest
owners who hold Excepted Interests are identified in Exhibit B attached hereto.
(4) Each of the Leases is amended to include the following provision regarding
notices to Lessees:
All notices required or permitted to be sent to Lessees by Lessor shall be sent by
certified United States mail, postage prepaid, return receipt requested, to the
following addresses:
Chesapeake Exploration, L.L.C.
P.O. Box 18496
Oklahoma City, OK 73154-0496
Attn: General Counsel
Larchmont Resources L.L.C.
Jamestown Resources L.L.C.
Pelican Energy, L.L.C.
600 Travis, Suite 4750
Houston, Texas 77002
Attn: General Counsel
Dorchester Resources L.P. (f/k/a Arcadia Resources L.P.)
P.O. Box 18879
Oklahoma City, Oklahoma 73154-8879
Attn: General Counsel
Parallel Petroleum, L.L.C.
1004 N. Big Spring, Suite 400
Midland, Texas 79701
Attn: General Counsel
(5) This Amendment shall be binding upon and inure to the benefit of Lessor and
the Lessees and their respective successors and, assigns, and may be executed in
any number of multiple counterparts, each of which shall have the same force and
effect as an original instrument executed by all of the undersigned parties,
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 3
regardless of whether such counterpart is executed prior to or subsequent to the date
hereof or the filing of record of a counterpart hereof. The failure of any working
interest owner in any of the Leases to execute a counterpart shall not render
this Amendment ineffective as to (a) those working interest owners executing this
Amendment, or(b) Lessor.
(6) Lessor hereby ratifies and confirms the Leases, including as amended herein, and agrees
and represents that said Leases are in full force and effect as of April 1, 2016, and to the
extent necessary does hereby grant, lease and let the lands described in the Leases to
Lessees and the third-parties listed on Exhibit B in proportion to their respective
ownership of record in the said Leases as of April 1, 2016.
(7) The terms and provisions of this Amendment shall supersede, control and take
precedence over any conflicting or contrary terms and provisions in the Leases;
however, in all other respects, said Leases, as previously amended, and the prior
terins and provisions contained therein,shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment is EXECUTED by each of the undersigned on
the date(s) indicated below, but the same shall be effective for all purposes as of the Effective
Date.
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 4
LESSOR:
THE CITY OF FORT WORTH
By:
Jesus J. Chapa,Assistant City Mana r
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Jesus x,
Chapa, Assistant City Manager of the City of Fort Worth, known to me personally or
identified to me by proper identification or upon the oath of a credible person, and
acknowledged to the that he/she executed this instrument as the act and deed of the
City of Fort Worth, for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDERMYI7AND AND SEAL OF OFFICE onQWX �3 , 2016
TpACEY M,MoVAY
ID#8748554 No a j� Public, State of T ,Eas,
My Comm.E�xp.Oct.16.2018
i
1
AMENDMENT AND R.A' ricATioN Or OIL AND GAS LEASE-PAGE 5
LESSEES:
CHESAPEAKJ�EXPLORATION,L.L.C.
By:
James R/Webb'
Etiecuiilre Vice President -General Counsel and Corporate Secretary
LARCHIAONT RESOURCES,L.L.C.
By:
Brian Shannon
Manager
JAMESTOWN RESOURCES L.L.C.
By:
Brian Shannon
Manager
PELICAN ENERGY LLC
By:
Brian Shannon
Manager
DORCHESTER RESOURCES L.P.
By:
John T.Perri
Manager
PARALLEL PETROLEUM, L.L.C.
By:
Michael Arguijo
President/Chief Op. Officer
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 6
LESSEES:
CHESAPEAKE EXPLORATION..L.L.C.
By:
James R.'Webb
Executive Vice President-General Counsel and Corporate Secretary
LARCT-IMOJr/SOURCES,L.L.C.
By
�;/
Brian Shannon
Manager
JAMESTOWN RE OURCES L.L.C.
By: -
Brian Shannon
Manager
PELICAN ENEjt, Y LLC
Brian Shannon
Manager
DORCEESTERRESOURCES L.P.
By:
John T.Perri
Manager
PARALLEL PETROLEUM,L.L.C.
By:
Michael Arguijo
President/Chief Op. Officer
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 6
LESSEES:
CHESAPEAKE EXPLORATION,L.L.C.
By:
James R. Webb
Executive Vice President -General Counsel and Corporate Secretary
LARCHMONT RESOURCES, L.L.C.
By:
Brian Shannon
Manager
JAMESTOWN RESOURCES L.L.C.
By:
Brian Shannon
Manager
PELICAN ENERGY LLC
By:
Brian Shannon
Manager
DORCI-IESTER RESOURCES L.P.
By: John T. Perri .(:,,• �F .`'.f _ �
Manager
PARALLEL PETROLEUM, L.L.C.
By:
Michael Arguijo
President/Chief Op. Officer
AMENDMENT AND RATIFICATION OF OIL AND GAS LEAS;-PAGE 6
I
I
STATE OF OKLAHOMA §
COUNTY OF OKLAHOMA 5
BEFORE ME, the undersigned authority, on this day personally appeared Jaynes R.
Webb, known to me personally or identified to me by proper identification or upon the oath
of a credible person, and ackiio,,ti,ledged to me that he executed this instrument as the act
and deed of Chesapeake Exploration, L.L.C., for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on d VIlt 1 ,12016,
r
==Public
AY
of Oklahoma ��6002603 Not- Public, State of Oklal�a
s March 09,2020
11
STATE OF TEXAS §
COUNTY OFHARRIS §
BEFORE ME, the undersigned authority, on this day personally appeared Brian
Shannon, known to me personally or identified to me by proper identification or upon the oath
of a credible person, and acknowledged to me that lie executed this instrument as the act and
deed of Larchrnont Resources L.L.C., for the purposes and consideration therein expressed
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on , 2016
Notary Public, State of Texas
i
i
i
i
AMENDMENT AND RATIFICiVNON OF OIL AND GAS LEASE-PAGE.7 '
f
I
STATE OF OKLAHOMA §
COUNTY OF OKLAHOMA §
BEFORE ME, the undersigned authority, on this day personally appeared James R.
Webb, known to nye personally or identified to me by proper identification or upon the oath
of a credible person, and acknowledged to me that lie executed this instrument as the act
and deed of Chesapeake Exploration, L.L.C., for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on , 2016.
Notary Public, State of Oklahoma
STATE OF TEXAS §
COUNTY OF HARRIS §
BEFORE ME, the undersigned authority, on this day personally appeased Brian
Shannon, known to me personally or identified to me by proper identification or upon the oath
of a credible person, and acknowledged to me that he executed this instrument as the act and
deed of Larchmont Resources L.L.C., for the purposes and consideration therein expressed
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on 6 3C) , 2016
0011j'. ADRIANA C. MEDINA
v y��- Nolary PUbirC.Stote of Texas
i�:;E My Commission Expires Notary Public, State of Texas
September 26. 2017
i
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 7
STATE OF TEXAS §
COUNTY OF HARRIS §
BEFORE ME, the undersigned authority, on this day personally appeared Brian.
Shannon, known to me personally or identified to me by proper identification or upon the oath
of a credible person, and acknowledged to me that he executed this instrument as the act and
deed of Jamestown Resources L.L.C., for the purposes and consideration therein expressed and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on -26 ,2016.
zn
a
ADRIAN=Dl Notary Public, State of Texas
Noiory Pube ComSeptem
STATE OF TEXAS §
COUNTY OFHARRIS §
BEFORE ME, the undersigned authority, on this day personally appealed Brian
Shannon, known to me personally or identified to me by proper identification or upon the oath
of a credible person, and acknowledged to me that lie executed this instrument as the act and
deed of Pelican Energy L.L.C., for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on 130 ,2016.
14 ' Z--
Notary Public, State of Texas
ADRIANA C. MEDINA
<z Noiory Public.State of Texas
My Commission Expires
September 26, 2017
i
i
i
I
f
AMENDMENT AND RA'rIl'1c-,w0N OF OIL AND GAS LEASE-PAGE 8
I
STATE OF OKLAHOMA §
§
COUNTY OF OKLAHOMA §
BEFORE ME, the undersigned authority, on this day personally appeared John. T.
Perri,known to me personalty or identified to me by proper identification or upon the oath of
a credible person; and acknowledged to me that he executed this instrument as the act and deed
of Dorchester Resources L.P., for the purposes and consideration therein expressed and in
the capacity therein stated.
�ulun�u�,
GIVEN UNDER MY II�tA eiD4`�L OF OFFICE on 27 ,2016.
#05004569
(A P-05/13/17 • i Notary Public, StaVe of Oklahoma
�BL10
F `�O
op►i�tOY' P�\'\"�
STATE OF TEXAS §
COUNTY OF MIDLAND §
BEFORE ME, the undersigned authority, on this day personally appeared Michael
Arguijo, known to me personally or identified to me by proper identification or upon the oath
of a credible person; and ackno,,vledged to me that he executed this instrument as the act and
deed of Parallel Petroleum, L.L.C., for the purposes and consideration therein expressed and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on , 2016.
Notary Public, State of Texas
i
AMFNDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 9
EXHIBITA
Acres per T2Mrt County Clerk
Lessor 011etnal Lessee Lease Lease Date Instrument Recording No, Chesapeake Lease No. City Lease Name
Ciry of Felt Worth Dale Resources,LLC. 702.65 2/15/2005 0205068294 TX2206540.001 EASTSIDE PARKS
City of fon WO'h Dale Resources,L.L.C. 30.863 4/28/2005 0205144961&0206045841 7X2206541-001 1.30&1ST STREET ROW
City of Fon Worth Dale Resources,I.L.C. 0.98 9/28/2005 D206046297 7X2206542.001 HOST SURVEY
City of Fort\VorUt Dale Resources,L.L.C• 33.5 12/9/2005 D206045960 7%2206544.001 MALLARD COVE PARK
City of Fort Worth Four Sevens Energy Co.,U.0 822.08708 12/27/2005 D206058597 TX2204449.000 SPINKS AIRPORT
Cllyof Fon Worth Four Sevens Energy Co.,LLC 76.697 4/10/20OG 0206120901 7X2204829.000 SOUTHWEST COMMUNITY PARK
City of FortWorth Dale Resources,LLC. 10.887 8/22/2006 D206334298 TX2202103-000 POLICE POUND
City of Fan Worth Dale Resources,I.L.C. 4.503 8/22/2006 D206286216 TX2206545-001 RIVER TRAILS PARK
City of Fort Worth Data Resources,L.LC. 90.996 11/29/2006 D206384776 7X2208663-WO BRENNAN AVENUE SERVICE CENTER
City of Fon Worth Dale Resources,LLC. 36A 1/24/2007 0207045181 TX2208843.002 TRAIL DRIVERS PARK-SOUTH
City of Fort Worth Dal.Property Serv(ces,LLC. 0.096 3/21/2007 0207128273 TX0068197.000 OAKHURST PARCEL-ADMIN
City of fort Worth Rall Oil&Gas,LP. 27.6913 3/22/2007 D207157562 7X0018 8 9 2-000 OAKMONT LINEAR PARK SOUTH
City of Fart Worth Chesapeake Exploration,LIC 3.16 5/18/2007 D207209102 TX2209524.000 DELGA PARK
City of Fort Worth Chesapeake Exploration Limited Partnership 3.65 5/18/2007 D207209103 TX0640215.000 HELICOPTER PAD/GILLMORE STRIPS ADDITION
City of Fart Worth Chesapeake Exploration Limited Partnership 51.2886 5/29/2007 D207324646 TX7150759.000 HARMON FIELD PARK
City offon Worth Chesapeake Exploration,LLC 39.56 6/7/2007 D207261353 TX7150647.000 PRAIRIE DOG PARK
City of Fort Warth Chesapeake Exploration,LLC 4.03 617/2007 D207278427 7X2209826.000 UNIVERSITY NORTH/TRINrrY
City of Eon Worth Rail Oil&Gas.LP. 7,329 7/13/2007 D207347684 TX0018934.000 QUARRIDGEPARK
Centrep.n Barnett,LP Chesapeake Exploration,LLC 650 8/14/2007 D207309368 TX7150954-000 CENTREPORT650-CENTREPORT BARNETT,LP
Cty of Fort Worth Chesap.ake Exploration,LLC 3.7703 9/28/2007 0207398712 7X7151217.000 SMITH WILEMON PARK-WHITE HILLS ADON2
CRY of Fon Worth Chesapeake Exploration,LLC 31.946 10/10/2007 0208025885 TX7151194.000 GREENWAY PARK
City of Fort Worth Chesapeake Exploration,ILC 20,738 10/10/2007 D207398919 TX7151195.000 LITTLE/GILMORE
City offortWorth Chesapeake Exploration,LLC 22.871 10/10/2007 0207398917 TX7151192-000 RIVERSIDE PARK
City of Fort Worth Chesapeake Exploration,LLC 5,5 10/10/2007 D207398916 7X7151193.000 RIVERSIDE PARK-SOUTH END
City of Fan Worth Chesapeake Exploration,LLC 28.164 10/10/2007 D207399920 TX7151196.000 SYCAMORE CREEK GOLF COURSE
City of Fon Worth Chesapeake Exploration,LLC 30.024 10/30/2007 D207426993 7X7151796.000 BERRY/YUMAYARD
City of F.rt Worth Ch-peak.Exploration,LLC 2.77 10/30/2007 D207426990 7X7151792.000 E.LITTLE SURVEY
Cly of Fon Worth Chesapeake Exploration,LLC 4.3 10/3012007 0207426998 7X7151793-000 NORTHSIDE DRIVE 4.3 ACRES
City of Fon Worth Chesapeake Exploration,LLC 20.1805 11/1/2007 D207426995 TX7151795.000 1.35 ROW
City of Fort Worth Chesapeake Exploration,LLC 152.4438 11/6/2007 D207425260 7X7153087-000 COBSPARK
City of Fon Worth Chesapeak.Exploration,LLC 18.194 11/6/2007 D207433232 7X7151891.000 WHLITTLE SURVEY
Ciry of Fon Worth Chesapeake Exploration,LLC 11.49 11/14/2007 D207455419 TX4574409.000 ANDERSON-CAMPBELL PARK
C(N o1 Fort Worth Chesapeake Exploration,LLC 389.233 11/14/2007 D208005706 TX4574553-000 ROCKWOOD PARK AND GOLF COURSE
City offort Worth Chesapeake Exploration,LLC 1.014472 1/4/2008 D208059781 7X4576056.000 LOVELL-MONTGOMERY ROW-ADMIN
I ;Fon Worth Chesapeake Exploral'a,LLL 1.236 1/75/1008 D208091991 7X7154428.000 OAKHURST PARK
City of Fon Worth Ch.tapeake Exploration,LLC 2,57 1/16/2008 D208045526 7X7153595.000 EAST FREEWAY WATER TOWER
City of fort Worth Chesapeake Exploration,U.0 0.571 1/17/2008 D208136051 7X7155064.000 RANDOLLMILLRD ROW-ADMIN
Cly of Fort Worth Chesapeake Exploration,LLC 7.347274 2/20/20D8 D208082557 7X4 576 2 5 2-000 W VICKERY ROW(FACTORY PLACE ADDN)
City of Fort Worth Dale Property Services,LLC. 0.913 7/7/2008 D208321919 7X0131944.000 FIRE STATION 04-ADMIN
city of Fon Worth Dale Property Services,LLC. 0.696 9/30/2008 D208371282 7X0134317.000 COOKS LANE ROW-ADMIN
City of Fon Worth Chesapeake Exploration,LLC 0.5 9/11/2008 D208377290 7X7157790.000 ARNESON PARK
City of Fort Worth Chesapeake Exploration,LLC 1.2760475 9/12/2008 D208377282 7X7157792.000 GID HOOPER PARK
City of fon Worth Chesapeake Exploration,LLC 10.8 9/12/2008 D208377278 TX7157788-000 MARINE PARK
City of Fon Worth Chesapeake Exploration,LLC 26.5 9/12/2008 D203377275 TX7257789-000 SANDY LANE PARK
City of Fon Worth Che3apeak.Exploration,LLC 7.6 9/12/2008 D208377283 7X7157794.000 SUNSET HILLS PARK
City of Fon Worth Chesapeake Exploration,LLC 90.344 9/17/2008 D208377274 7X7157784-WO NORTHEAST LANDFILL-2
City of Fort Worth Chesapeake Exploration,LLC 6.086 9/17/200& 0208356320 7X7158703.000 TRINITY BLVD ROW
City of Fon Worth Chesapeake Exploratlon,LLC 2.6236122 9/18/2008 D208377277 7X7157787.000 ISTT04THSTROW
City of Fort Worth Chesapeake Exploration,LLC 15.18 9/18/2008 D208377271 TX7157781-000 CIRCLE PARK
City of Fort Worth Chesapeake Exploration,LLC 1.69 9/18/2008 D208377270 7X4579654.000 CRESTWOOD PARK
city offort Worth Chesapeake Exploration,LLC 12.0266 9/18/2008 D209377272 TX7157797-000 NORTHSIDE PARK
City o1 Fort Worth Chesapeake Exploration,LLC 15.1466 9/29/2008 D208394928 7X7 157 8 6 2-000 LINCOLN PARK
City of Fort Worth Dale Pro party Servlces,LLC. 0.34 11/3/2008 D209032041 TX0137246-000 BIRD ST(ADMIN)
CIty of fort Worih XTO Energy,Inc. 5.95 11/3/2008 D208452367 7X0463465.000 LEBOW CHANNEL XTO
City of Fort Worth Dale Property Services,L.L.C. 1.813 2/2/2009 D209D46372 TXO37123-WO FIRE STATION 03-ADMIN
City of Fon Worth Chesapeake Exploration,LLC 0.619 2/2/2009 D209085765 TX0460329.000 FIRE STATION 21-ADMIN
City offort Worth Dale Property Services,I.I.C. 1.0951 2/2/2009 D209051677 TX0137242.000 MALONE-MOORE ROW
City of Fort Worth Four Sevens Energy Co.,LLC 1.213 2/25/2009 D209099344 TX0512825-000 POLICE NPO 9-ADMIN
Ciry of Fort Worth Date Property Services,L.L.C. 0.75 2/25/2009 D209068816 TX0137767.000 SALAZAR UNfr-ADMIN
City of Fort Worth Dale Property Services,L.L.C. 0.2724 2/26/2009 D209060817 7X0137768.000 NE 23RD ST ROW-ADMIN
City of Fort Worth Pour Sevens Energy Co.,LIC 1,675 3/16/2009 D209099346 7X0512827-000 CHAPIN RD ROW-ADMIN
City of Fort Worth F.ur Sevens Energy Co.LLC 0.5739 3/16/2009 0209099348 7X0512829.000 FIRE STATION 06-ADMIN
Cty of Fort Warth Four Sevens Energy Co.,LLC 1.966 3/16/2009 D209099347 TXOS12829-000 MAROLfETTAOR ROW-ADMIN
Cltyaf FortWorth Dale Property Services,L.L.C. 0.532 3/23/2009 020SOB7087 7X0137463-000 FIRESTATION I7-ADMIN
City of Fort Worth Four Sevens Energy Co.,LLC 0.6907 3/27/2009 D209099349 7X0512830-000 FIRE STATION 23-ADMIN
Qty of Fort Worth Date Property Services,LLC, 0.1606 4/21/2009 D209113283 TX0138573.DDO MOODY BLOCK 36 LOT 5
City of Fort Worth Dale Property5ervices,L.L.C. 0.1721 4/21/2009 D209113284 7X0138574.000 MOODY BLOCK 36 LOT
City of fort Worth Dale PI.PerlYServices,L.L.C, 25.738 4/21/2009 0209118855 TX0138572-000 TRAILDRIVERS PARK.NORTH
City of Fart Wonh Chesapeake Exploration,LLC 0.135851 5/1/2009 D209156758 7X0460538.000 BAKER HEIGHTS BLOCK 28
City of FortWorth Date PropertyServices,LLD. 4.2046 6/4/2009 0209155267 7X0139184.000 LINWOOD PARK,BLOCK 19
Cty of Fort Worth Dole Property Services,L.L.C. 3.1277 6/9/2009 D209169048 TX0139407-000 STOCKYARDS 3.1277{ADMIN)
City of Fon Worth Chesapeake Exploration,LLC 10.5146 6/15/2009 0209287250 TX0460830�000 ELLIS PARK(ADMIN)
C(ty of Fan Worth Chesapeake Exploration,LLC 0.312781 6/25/2009 0209229000 7X0460698.000 BELLAIRE DR ROW
City of Fon North Chesapeake Exploration,LLC 0.848173 6/25/2009 D209218976 7X0460656-000 FIRE STATION II
City of Fort Worth Chesapeake Exploration,LLC 2.415 5/25/2009 D209223465 7X0460697.000 POLICE NED6
City ofFort Worth Chesapeake Exploration,LLC 0.626 6/29/2609 0209190492 7X0513297.000 CENTREPORT 0.626/1.708.IWA CFW
City of Fort Worth Chesapeake Exploration,LLC 1.32 8/3/2009 0209265662 7X0460739.000 EASTSIDE PUMP STATION
City of Fort Worth Chesapeake Expiaratian,LLC 93.769 8/3/2009 D209238061 7X0460738-DOO SYCAMORE PARK
City of Fort Worih Chesapeake Exploration,LLC 1.8927 8/26/2009 D209256632 7X0460802.000 BLUE BONNETCIRCLE PARK
CIty of Fort Wonh Chesapeake Explorat(on,LLC 0.9011364 8/26/1009 0209253742 TX0466713.000 LINWOOD PARK,BLOCK 18&20
City of Fort Worth Chesapeake Exploration,LLC 1.269 8/26/2009 D20925:213 7X0466712.000 WORTH HILLS PARK
CIty of Fan Worth Chesapeake Exploration,LLC 0.23 9/3/2009 D209276352 TX0466723.000 HITSON LN ROW
City of Fon Worth Four Sevens Energy Co.,LLC 1.1662 9/17/2009 D20'
275317
TXDS13S?3-D00 POINSETTA DR EASEMENT
City of fottlVarlh Four S.vens Energy Co.,LLC 0.357 10/2/2009 D209286921 7X0513722000 CRESTWOOD LOTS
City or Fon Worth Chesapeake Exploration,LLC 4.93 10/2/1009 D209310291 TX0466779.000 STAGECOACH PUMP STATION
Clty of Forc Wonh Chesap.ake Exploration,LLC 0.674 10/2/2009 0209312755 WORTH HEIGHTS COMMUNITY CENTER
City of fort Worth Chesapeake Expt....l.n,LLC 28.659 10/19/2009 D2 09 3102 9 6 TX0460991-DOO HIGHLAND HILLS PARK
City of Fort Worth four Sevens Energy Co.,LLC 0.25 10/30/2009 D209307743 7X0513862-000 LOT3,BLOCK V.SUNSET ACRES
City of Fon Worth Dale Property Services,L.I.C. 0.2 11/4/2009 D209297575 TX0141464-000 BELMONT PARK ADDN,SIX 44 LOT 12
Ciry of fort North four Sevens Energy Co.,UC 0.899 11/4/2009 D209307741 TX0513860.000 CHURCHILL FOSTORIA DRAIN
City of fort LVbrth Pour Sevens EnergV Co.,LLC 0.4443 11/4/1009 0209307742 TX0513861.000 TROY COURT EASEMENT
CItyof Fart Worth Four Sevens Energy Co.,LLC 1.074 11/4/2009 D209307744 TX0513863•DDD WHITE OAKS STORM DRAIN
City or Fort Worth Four Sevens Energy C.,LLC 0.062 11/16/2009 D209325629 7X0523920.000 SAM CALLOWAY RD ROW
City offort Worth Dale Property Services,L.L.C. 0.3202 12/1/2009 0209323906 TX0141782:OW ALTAMESA BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 3.7 12/]/2009 0210008609 1X0461285-000 BONNIE BRAE PARK
City of Fort Worth Dale Property Services,L.L.C. 0.125 12/1/2009 0209330154 7X0141864-000 GILVIN ST ROW
City of Fort North Chexap.akc Explorallon,LLC 0.5165 12/4/2009 D230040383 Tx0461425.000 11NKINS HEIGHTS PUMP STATION
Cty at Fort Worih Chesapeake Exploration,LLC 5.372 1/4/2010 D210031281 7X0461424-000 STEPHENS PARK&SEMINARY WATERTOWER
City of Fort Wonh Dale Property S:r0-,L.LC. 0.818 1/11/2010 D210022535 7X0142333.000 1.20/1.35 INTERCHANGE ROW
City of Fort Worth Dale Property Services,L.L.C. 0.285 1/27/2010 D210044091 T)(0142879-000 STOCKYARDS 11
City of Fon Worth Chesapeake Exploration,LLC 74.979599 2/3/2010 D210045748 7X0457096.DDO HOLLY WATER TREATMENT PLANT
City of Fort Worth Chesapeake Exploration,LLC 0.9183 31212010 D210079222 TX0451841-OW EDERVILLE PARK
City of Fan Worth Dale Property Services;LL.C. 2.34 3/2/2010 0210060397 7X0143369.000 NORTHSIDE PUMP STATION
City ar Fort Worth Chesapeake Exploration,LLC 6.53 3/2/2010 D210077158 7X0461840•()00 RIDGtEA HILLS PARK
Page 1 of 3
EXHIBIT A
Acres per Tarrant County Clerk
Lessor Orielnal Lessee Lease ease Date Instrument Reeprdlne No. Chesapeake lease No. City Lease Name
Cityof Fan Worth Date Property Services,LLC- 2.046 3/2/2010 D210052901 7X0143177.000 SOUTHRIOGE PARK
City of Fort Worth Chesapeake Exploration,LLC 4.527 3/2/2010 0210095246 TX0467330.000 SPRINGDALE PARK
City of Fort Werth Four Sevens Energy Co.,LLC 0,828 3/g/2010 D210101716 TX0514919.000 BROOKSIDE ANNEX,ELK 1 LOT 16
City of Eon Worth Date Property Services,L.L.C. 0.15 3/8/2010 D210069177 7X0143634.000 COUNTRYSIDE ADDN PARK
City o(Fort Worth Date Property Services,LLC. 0.585 3/8/2010 D210069176 TX0143633.000 FIRE STATION IS
City of Fort Worth Four Sevens Energy Co.,LLC 1.238 3/8/2010 D210093802 7X0514832.000 WAVERLY PARK STORM DRAIN
City of FortWorsh Chesapeake Exploration,LLC 0.853244 3/12/2010 D210077160 TX0467331.000 MEADOWBROOK LIBRARY
City of Fon Worth Chesapeake Exploration,LLC 0.1348 3/12/2010 D210075435 7X0467332-DOO ROSELAND ADDN,LOT
City of Fort Wcnh Chesapeake Exploration,LLC 4 3/15/2010 D210075436 7X4576056.000 LYNCH SURVEY,TR2
City of Fort Worth Dale Property Services,LL.C. 0.195 3/15/2010 0210069178 7X0143635-WO ROSEN HEIGHTS,BLK 195,LOT
City of Fort Worth Chesapeake Exploration,LLC 4.861977 3/23/2010 D210146942 7X0461912-000 40 OAKS STORM DRAIN
City of Eon Worth Chesapeake Exploration,LLC 1.2796 3/23/2010 D210111974 7X0461913-000 POLICE NPD 05(EAST DIV HO)
City of Fort Worth Chesapeake Exploration,LLC 2.1568 3/23/2010 D21012SISH TX0461914.000 WEST BANK CIRCLE
City of Fort Wonh Chesapeake Exploration,LLC 0.5830813 3/31/2010 0210106294 7X0462551-DOO SUMMERCREEKPARX
City of Eon Worth Chesapeake Exploration,LLC 3.76 3/31/2010 D210144417 7X0462537-000 THORNY RIDGE PARK
City of Fon Worth Four Sevens Energy Co.,LLC 0.52 3/31/2010 D210229492 7X0515162-000 VETERANS MEMORIAL PARK
City of Fort Worth Chesapeake Exploration,LLC 1.9785 4/7/2010 D210120727 TX0462593.000 ENGLEWOOD PARK
City of Fart Worth Four Sevens Energy Oo.,LLC 0.2307 4/14/2010 0210136881 7X0515173.000 BROOKSIDE ANNEX,BLK I,LOT 3B
City of Fort Worth Chesapeake Exploration,LLC 3 5/3/1010 0210123281 7X0462779.000 EUGENE MCCRAY'COMMUNITY CENTER
City effort Worth Chesapeake Exploration,LLC 0.7 5/3/2010 0210132612 7X0464444.000 GREEN OAKS BLVD EASMENT
City of Fort Worth Chesapeake Exploration,ULC 133.551 5/3/2010 D210131779 7X0462835.000 MEADOYVBROOX GOLF COURSE
City of Fort Worth Chesapeake Exploration,LLC 18.3 5/3/2010 D210177521 7X0463112.000 TRINITY RIVER
City of Fort Worth Chesapeake Exploration,LLC 30.02 5/3/2010 D210131781 7X0462836.000 VILLAGE CREEK PARK
City effort Worth Chesapeake Exploration,t1C 7.697 5/7/2010 0210138658 TX0462910-DOO FAIRFAX PARK
City of Fort Worth Dale PropertyServices,LLC 0.482 5/7/2010 0210040171 TX0462908-000 FIRE STATION 824
CityplFort Worth Chesapeake Exploration,LLC 190.1926 5/7/2010 0210131780 7X0462937.000 FOREST PARK
City ofFort Worth Chesapeake Exploratlon,LLC 0.60353 5/7/2010 0210134272 STONE ROAD DRAINAGE EASEMENT
City of Fort Worth Chesapeake Exploration,ULC 0.754 5/L7/3010 0210176379 TX0467459-000 FIRE STATION 20-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 1.390995 5/17/2010 0230164196 TX0467432-DOO KEMBLE ST ROW
City of Fort Worth Date Property Services,LL,C. 0.252 5/17/2030 0210131208 7X0145095-000 MARTINOALEAODN
City of Fort Worth Chesapeake Exploration,UC 0.1721 5/18/2010 0210176380 7X0467430.000 GREENBRIAR ADDN,BLK Z LT 42
City of Fon Worth Dale Property Services,L.L.C. 0.17 5/27/2010 D210153295 7X0145779.000 LEBOW CHANNEL III
City of Fort Worth Dale Property Services,LLC. 0.2 5/27/2010 0210153293 7X0145777.000 LEE AVE STORM DRAIN
City of Fon Worth Dale Property Services,LL.C. 0.194 5/27/2010 0210153294 TX0145778.000 LOT 22 SLK 2 MORGAN HEIGHTS
City of Fart Worth Dale Property Services,LL.C, 0.2 5/27/2010 0210153298 TX0145782.000 LOT IS SLK 78 M G ELLIS ADDN
City of Fort Worth Dale Property Services,LL.C. 0.2 $/27/2010 0230153297 7X0145781-000 LOT7 BLK52 BELMONT PARK
City of Fort Worth Dale Property Services,LLC- 3.26 5/27/2010 0210153289 7X0145770-000 NORTHSIDE POLICE STATION
City of Fort Worth Dale Property Services,LLC. D27S 6/1/2010 0210153296 TX0145780.000 AZLE AVE ROW
City of Eon Worth Chesapeake Exploration,LIC 79.842 6/1/2010 0210160123 TX0463133.000 CANDLERIDGE PARK
City of Fon Worth Dale Property Services,L.L.C. 0.154 6/1/2010 0210153291 7X0145775-000 MALONE-MOORE ROW It
City of Fort Worth Oxie Property Services,LLC. 0.5705 6/1/2010 0210153292 TX0145776-WO HE 28TH ST ROW
City of Fon Worth Chesapeake Exploration,LLC 0.044196 7/13/2010 D2102SO908 7X0464190.000 S.HEMPHILL ST ROW
City of Fort Worth Chesapeake Exploration,LLC 4.505801 7/13/2010 D210234109 7X0467631.000 UNIVERSITY DRIVE ROW I
City of Fort Worth Chesapeake Exploration,LLC 10.899 7/19/2010 0210239127 TX0467692-000 113105 FREEWAY
City of Fort Worth Chesapeake Exploration,ULC 29.69 7/19/2010 0210234108 7X04676MOGO GEORGE MARKOS PARK
City of Fort Worth Chesapeake Exploration,LLC 23.0341 7/19/2010 D210267662 7X0464189.000 HULEN MEADOWS PARK
City of Fort Worth Coyote Petroleum Ventures,LTD 5.99 7/19/2010 0211076131 TX0430707-WO J.T.HINKLE PARK
City of Fort Worth Chesapeake Exploration,LLC LO.e 7/19/2010 D210231307;D210231304 7X0467693.000;7X046418 SETTLEMENT PLAZA PARK
City of Fott Worth Chesapeake Exploration,LLC 15.9779 7/19/2010 0230267661 7X0467691.000 SOUTHCREEK PARK
City of Fort Worth Chesapeake Exploration,LLC 7.6333791 7/19/1010 See Attached Legal Description TITUS PAULSEL PARK
City of Fort Worth Chesapeake Exploration,U.0 2.5955 8/2/2010 D210322737 TX0467689.000 MC CART AVE ROW
City of Fort Worth Chesapeake Exploration,LLC 1.532 8/2/2010 0210247413 TX0468054.000 Z BOAZ PLACE TRIANGLE
City of Fon Worth Chesapeake Exploration,LLC 0.267 8/10/2010 0210242297 TX0467695.000 N.RIVERSIDE ESTATES Lt 9 BLK 1
City of Fon Worth Chesapeake Exploration,LLC 0,34 8/10/2010 0210267660 TX0467694.000 PARKWOOD EAST PARK
City of Fort Worth Date Property Services,LL.C. 1.084 8/25/2010 0210234544 7X0147723.000 ANOREW"DOC'SESSIONS COMMUNITY CENTER
City or Fort Worth Chesapeake Exploration,LLC 1.198 8/25/2010 0210274881 TX0467843-000 SLK2 N.RIVERSIDE ESTATES
City offon Worth Chesapeake Exploration,ILC 2.720118 8/25/2010 D210286987 7X0467841.000 PURINGTON AVE STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 1.136042 8/15/2010 D210286986 7X0467840.000 S.HAMPSHIRE BLVD.ROW
City of Fort Worth Chesapeake Explontion,LLC 2.538017 8/26/2010 D210298352 TX0467842.000 LANCASTER AVE ROW
City of Fon Worth Dale Property Services,L.L.C. 0.267 9/8/2010 D2102344I1 TX0147799.000 BELMONT PARK AODN BLK 136.8
City of Fort Worth Dale Property Services,LLC. 0,867 9/8/2010 D210235851 7X0147780.000 FIRE STATION 22
City of Fort Worth Dale Property5ervfces,LLC, 3.449 9/22/2010 D210247576 TX0147963.000 DABNEY PARK
City of Fort Worth Chesapeake Exploration,LLC 1.4983 9/22/2010 D210267659 7X0467941.000 SAGAMORE HILLS PARK
City of Fon Worth Dale Property Services,LLC. 3,52 9/22/2010 D210247575 TX0147957.000 SOUTH MEADOWS PARK
City of Fort Worth Chesapeake Exploration,LLC 19.828 11/11/2010 D211015457 7X0469234-000 SOUTHSIDE SERVICE CENTER
Cityof Fort Worth Chesapeake Exploration,LLC 0.858 1/18/2011 0211069401 7X0423228-001 FIRE STATION 13
City of Fort Worth Chesapeake Exploration,LLC 0.538675 1/18/2011 0211059183 TX0423229-Wi GREENFIELD ACRES STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 0.003 1/18/2011 D211066867 TX0421224-000 YEAGER ST ROW
City of Fott Worth Chesapeake Exploration,LLC 1.619 1/19/2011 D211056307 7X0151043.000 FAIRFAX CHANNEL
City of Felt Worth Chesapeake Exploration,LLC 0.11784 5/2/2011 D211154884 7X0420736.000 1800 GREENFIELD
Ciryof Fort Worth Chesapeake Exploration,U.0 0.243 5/2/2011 0211134887 TX0420443-000 FAIRLANE CHANNEL
Cityof Fort Worth Chesapeake Exploration,LLC 0.4 5/11/2011 D211156899 7X0154009.00O 1957 ROW
City of Fort Worth Chesapeake Exploration,LLC 0.14 511V2011 D211150898 TXO1S4W8-OW 20TH&21ST ST ROW
City of Fort Worth Chesapeake Exploration,LLC 0.2073 5/11/2011 D211143389 7X0424310-000 CLEAR FORK PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 16.231 5/11/2011 D211138034 TX0424271-000 CREEKSIDE PARK
City of Fort Worth Chesapeake Exploration,LLC 12.337 5/11/2011 0211142824 7X0424309.OW ' LINCOLNSHIRE PARK
City of Fort Worth Chesapeake Exploration,LLC 8.677 5/11/2011 D21IL34888 TXO420467-000 WILLOWCREEK PARK
City of Fort Worth Chesapeake Exploration,LLC 1,302.16 5/13/1011 DZII167685 TX0425032.000 LAKE WORTH ZONE 3A
City of Fort Worth Chesapeake Exploration,LLC 0.079 5/18/2011 0211142823 TX0424308.000 28TH ST ROW
City of Fort Worth Chesapeake Exploration,LLC 0.0205 5/18/2011 0211146023 7X0420288.000 GLEN GARDEN ADDITION LOT 18 BLK 12 NW CORNER
City of Fort Worth Chesapeake Explorations,LLC 0.215 7/18/2031 0211245965 7X0422455-000 3324 EASTLAND
Cityof Fort Worth Ch.sapoake Exploration,LLC 0.174 7/18/2011 0211245966 7X0422456.000 EMERSONSTREET ROW
Cityof Fon Worth Chesapeake Exploration,LLC 0.766 7/18/2011 0211258997 TX-500036-000 JOHN T WHITE&SANDY LANE ROWS
Cityof Fort Worth Chesapeake Exploration,LLC 0.059 7/18/2011 0211245967 7X0422457-000 MEADOW LAWN BLK 8 PARTIAL
City of Fon Worth Chesapeake Exploration,LCC 0.915 7/18/2011 D211258998 TX•500037-000 MEADOWSROOK BLVD ROW
City of Eon Worth Chesapeake Exploration,LLC 0.7996 7/18/2011 0211255332 42-008471.000 NE 23RD ST ROW It
City of Fart Worth Chesapeake Exploration,LLC 0.172 7/18/2011 D211222780 42.005890.000 WILDCAT BRANCH CHANNEL
City of Fon Worth Chesapeake Exploration,LLC 4.929 8/4/2011 D211216793 42.005461.000 EAST REGIONAL LIBRARY3
City of Fott Worth Chesapeake Exploration,LLC 3.54 8/4/2011 OZ11216794 42.005462.000 ENVIRONMENTAL COLLECTION CENTER
City of Fort Worth Chesapeake Exploration,LLC 11.95892 10/3/2011 0211261892 7X0428965.000 WOODHAVEN COUNTRY CLUB ESTATES,LOT 1,SLK 14A
City of Fort Worth Chesapeake Exploration,LLC 0.4699 10/13/2011 D212DO8491 42-045847.000 3045 NE 28TH STREET
City of fort Worth Chesapeake Exploration,LLC 2.576 10/13/2011 0212008492 42-045850.000 DRY BRANCH CREEK AT GRACE
City of Fort Worth Chesapeake Exploration,LLC 0.69 10/13/2011 D212000493 42.045852.000 FIRE STATION 19
City of Fart Worth Chesapeake Exploration,LLC 0.733 10/19/2011 D211290425 42-0431310,000 BELMONT PARK ADDU,BLK 66,LOTS 10.17 PARTIAL
City of Fort Worts Chesapeake Exploration,LLC 2.262 10/19/2011 D2120SO302 42.043095.001 LUTHER LAKE DAM
City of fort Worth Chesapeake Exploration,LLC 0.412481. 10/2V2011 D212075548 42-011184.000 CENTREPORT-15101 TRINITY BLVD
City of Fort Worth Chesapeake Exploration,LLC 3.494851 10/21/2011 0212675550 42-011181-000 CENTREPORT-15201 FAA BLVD
City of Fort Worth Chesapeake Exploration,LLC 0.601 10/21/2011 D212020035 TX-500064-000 EARL ST.ROW
City of Fort Worth Chesapeake Exploration,LLC 0.4452 10/21/2011 D211273714 42.042197-000 FAIRFAX CHANNEL II
City of Fart Worth Chesapeake Exploration,LLC 5 10/21/2011 0211277320 42.011140.000 MARIE F.PATE PARK
City of Fort Worth Chesapeake Exploratlan,LLC 1.3729 10/21/2011 D211273715 42-010991-000 MARY HORN SURVEY
City of Fon Worth Chesapeake Exploration,LLC 4.679 10/21/2011 0211276547 TX-00410S•000 MEADOWBROOK STORAGE TANK
Page 2 pf 3
EXHIBIT A
Acres per Tarrant C-W Clerk
Lessor Od,lnal Lessee Lease_ Lease Date Instrument Recordlne No. Chesapeake lease No. City Lease Name
City of Fort Worth Chesapeake Exploration,LLC 0.262 10/27/2011 0212020033 TX-500063.000 N.BEACH ST ROW
Cityof Fort Worth Chesapeake Exploration,ULC 2.218 10/21/2011 D211311632 TX-500G6O000 N.RIVERSIDE ROW
Cftyof Fort Worth Chesapeake Ez0laratlon,lLC 0.332 10/27/2011 D211312921 42.044554-000 409S.RAYNER
City of Fort Worth Chesapeake Exploration,ILC 0.996757 10127/2011 D212075549 42-011185.000 CENTREPORT-FRYE ROAD
Cftyof Fort Warlh Chesapeake Exploration,LLC 22.48 10/27/2011 0211311613 TX-506061.000 HALLMARK PARK
City of Fort Worth Chesapeake Exploration,LLC 0.386 11/28/2011 D212016559 42-045608.000 DRY BRANCH CREEK CHANNEL
Cilyof Fort Worth Chesapeake Exploration,LLC 1.113 11/28/2011 0212006322 42-045011-000 EAST BERRY LIBRARY
City of Fort Worth Chesapeake Exploration,LLC 3.434 11/28/2011 D212006323 42-045009.000 EASTWOOD ELEVATED WATER TANK
City of Fort Worth Chesapeake Exploration,LLC 0,197 11/29/2011 0212006321 42-045010.000 EASTtAND CHANNEL
City of Fart We Is Chesapeake Expla Ion,ILC 28.511 12/8/2011 D212023604 7X•500071.000 SYLVANIA PARK
City of fort Worth Chesapeake Exploration,LLC 0.775 12/8/2011 0212015773 42-046382.000 WEST FREEWAY WATERTOWER2
City of Fart Worth Chesapeake Exploration,LLC 0.439571 12/13/2011 D212028833 7X0422684.000 BROOKSIDE ANNEX ROW'S
City of Fart Worth Chesapeake Exploration,LLC 0.086 12/13/2011 D212044232 42-047474.000 RAMEY AVE ROW
City of Fart Worth Chesapeake Explorat(on,ILC 0.024 12/13/2011 0212084568 TX-500072.000 TRUE ACRES TRIANGLE
City of Fort W. Is Chesapeake Exploration,lLC 0.523002 12/19/2011 D212050301 42-046272-000 FIRE STATION 30
City 11 1111 WoM Chesapeake Exploration,LLC 0.000287 12/19/2011 0212067885 42-046295.001 GAMBRELL•McCART ROW
City of ionworth ChesaPeake Exploration,LLC 0.198693 12/19/2011 0212075547 42-044644.000 MURRAY HILLADDITION STRIP
City of Fort Worth Chesapeake Exploration,LLC 2.179 12/29/2011 0212084569 7X•500073.000 KAYWOOD HEIGHTS
City of iort Worth Chesapeake Exploration,LLC 1.9854 12/29/2011 D212013170;0212013172 42-04614&000 RIDGLEA LIBRARY
City of fon Worth Chesapeake Exploration,LLC 0.161 2/6/2012 D212090233 42-049619.000 2012IRMA ST
Ctyoffort Worth Chesapeake Exploration,LIC 11.993 2/6/2012 D212069412 TX-500110000 DEER CREEK PARK
City of Fart l'Jorth Chesapeake Exploration,LLC 13.5 2/6/2012 0212073229 42-049268.000 EASTOVER PARK
City of Fort Worth Chesapeake Exploration,LLC 0.914 2/8/2012 D212073228 42-049267-000 LITTLE JOHN PARK
Cityof fort Worth Chesapeake Exploration,LLC 3.43 2/8/2012 0212048881;0212055737 42-048091-000 MORRIS BERNEY PARK
City of Fort Worth Chesapeake Exploration,LLC 4.80506 2/8/2012 0212098350 TX-500080.000 SASHA UNIT MISC ROWS
Chyor FortWorth Chesapeake Exploration,LLC 0.344353 3/6/2012 D212111222 42-049710000 COLLEGE HEIGHTS ADDN,BLK 2,IT 14
City of Fort Worth Chesapeake Exploration,LLC 0.7594 3/20/2012 0212107014 TX-500096.000 EDGECLIFF BRANCH CHANNEL
C
ity of Fort Worth Chesapeake Exploration,LLC 0.6893 3/20/2012 0212107013 TX-500098.000 FIRE STATION 24 4Z
City of Fort Worth Chesapeake Exploration,LLC 0.9641873 3/20/2012 0212114169 42-0SObB0-DO0 MADDOX PARK 82
City of Fort Worth Chesapeake Exploration,ULC 0.413224 3/27/2012 D217114168 42 050681.000 OLD NORTHSIDE PUMP STATION
City ofFort WortI Chesapeake Exploration,LLC 0.673553 4/4/2012 0212119766 Not able to(orate POLYTECHNIC CHILD DEVELOPMENT CENTER.
City of Fort Worth Chesapeake Exploration,LLC 4.568 4/4/2012 D212165502 TX-500118.000 S.HAMPSHIRE BLVD ROW It
Ciry of Fort Worth Chesapeake Exploration,LLC 0.20087 4/4/2012 D212132842 42-050930000 VAN HORN,BLK L,LOT14
City of Fart North Chesapeake Exploration,LLC 144.446 8/15/2012 D212264962 TX-500141.000 2 BOAZ NORTH(GOLF COURSE(
City of Fort Worth Chesapeake Exploration,LLC 0.247 10/9/2012 D2 13 0 117 0 6 TX-500151.000 OAKVIEW ROW
City of Fort Worth Chesapeake Exploration,LLC 0.076 10/9/2012 D213011707 TX-500152.000 WREAYROW
City of Fort Worth Chesapeake Exploration,LLC 0.384 11/5/2012 0213011705 TX-500153.000 HARTMAN ROW
City of Fort Worth Chesapeake Exploration,U.0 0.168 2/5/2013 0213077390 TX-500161.000 BURCHNL RD ROW
City of Fort Worth Chesapeake Exploration,LLC 2.821 2/S/2013 D213077188 TK-500160000 COBB PARK II
City of Fort Worth Chesapeake Exploration,LLC 0.169 2/5/2013 D213077189 TX-500159.000 VAUGHN BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 15.45 5/10/2013 D213170343 TX-SG0161000 HANDLEY PARK
City of Fort Worth Chesapeake Expiaralion,LlC 10 6/6/2013 D2 13 23 3 00 8 TX-500176.000 SHACKLEFORD PARK
City 1l Fort Worih Chesapeake Exploration,lLC D.
8/8/2013 D213299413 TX-500181.000 WILHELM ST ROW
City of Fort Worih Chesapeake Explor,Ion,LLC 0.06 3/11/1014 0214070563 42-0009168.000 LAKE WORTH-ELLA YOUNG
Cry of Fort Worth Chesapeake Expiaratian,LLC 5.5835 5/8/2014 0214301157 7%7160146.000 MARY AND MARVIN LEONARD PARK
City of Fort Worth Chesapeake Exploration,LLC 4 5/27/2014 D214140989 WICHITASTREET ROW
City of Fart Worth Chesapeake Exploration,ULC 0,0095 12/23/2014 0215048731 42.0011256.000 4TH&SYLVANIA ROW
City of Fort Worth Chesapeake Exploration,LLC 0.0581 12/23/2014 D21503594a 42.0011075-000 4TH&SYLVANIA TRIANGLE
City of Fort Worth Chesapeake Explofalion,LLC 0.2933 12/23/2014 D2 2510:5 51 MILLER ROWS
City of Fort Worth Chesapeake Exploration,LLC 0.8094 5/12/2015 021515084 42.0011325.000 TRUELANDWATERTANK
Page 3 of 3
TITUS PAULSEL PARK LEASE LEGAL DESCRIPTION:
Description of Property:
7.63337906 acres, more or less, better described in the following fourteen (14)tracts:
1. 0.28696051 acres, more or less, being Lots 11 &12, Block 119, Polytechnic Heights Addition to
the City of Fort Worth,Tarrant County,Texas, being part of the J.W. Sublet Survey,Abstract
Number 1409, according to plat recorded Volume 63, Page 109, Deed Records of Tarrant
County,Texas.
2. 5.22291073 acres, more or less, being Lots 1 through 9, Block 118 and Lots 1 through 10, Block
119, Polytechnic Heights Addition to the City of Fort Worth, Tarrant County,Texas, being part of
the J.W.Sublet Survey,Abstract Number 1409, according to plat recorded Volume 63, Page 109,
Deed Records of Tarrant County,Texas.
AND
Lots 1 through 5 and Lots 8 through 12, Block C, Millett Addition to the City of Fort Worth,
Tarrant County, Texas, being part of the J.Tuell Survey, Abstract Number 1530, according to
plat recorded Volume 204, Page 44, Deed Records of Tarrant County,Texas.
3. 0.20087236 acres, more or less, being Lot S, Block 112, Polytechnic Heights Addition to the City
of Fort Worth, Tarrant County, Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
4. 0.17217631 acres, more or less, being Lot R, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County, Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
S. 0.17217631 acres, more or less, being Lot Q, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County, Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
6. 0.17217631 acres, more or less, being Lot P, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
7. 0.17217631 acres, more or less, being Lot O, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County, Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
8. 0.17217631 acres, more or less, being Lot N, Block 112, Polytechnic Heights Addition to the City
of Fort Worth, Tarrant County, Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
9. 0.17217631 acres, more or less, being Lot M, Block 112, Polytechnic Heights Addition to the City
of Fort Worth, Tarrant County,Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas,
10. 0.17217631 acres, more or less, being Lot L, Block 112, Polytechnic Heights Addition to the City
of Fort Worth, Tarrant County,Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
11. 0.17217631 acres, more or less, being Lot K, Block 112, Polytechnic Heights Addition to the City
of Fort Worth, Tarrant County,Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
12. 0.20087236 acres, more or less, being Lot A, Block 112, Polytechnic Heights Addition to the City
of Fort Worth, Tarrant County,Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
13. 0.17217631 acres, more or less, being Lot B, Block 112, Polytechnic Heights Addition to the City
of Fort Worth, Tarrant County, Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
14. 0.17217631 acres, more or less, being Lot C, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey, Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
EXHIBIT B
LEASEHOLDERS WITH EXCEPTED INTERESTS
NUMBER OWNER NAME
565007 COYOTE PETROLEUM VENTURES LTD
565923 4TH STREET MINERALS LLC
541123 ABRAHAM OIL & GAS LTD
503678 CERES RESOURCES PARTNERS LP
567592 CHIEF EXPL &DEVELOPMENT LLC
561718 CKC INVESTMENTS
818672 CLANECO LTD &PETER J &
67080 CMO MINERAL HOLDINGS LLC
550081 CONTINENTAL EXPLORATION LLC
561716 COOPER FAMILY IRREV TR
694248 ENDEAVOR ENERGY RESOURCES LP
574290 ENERGY TRANSFER(BELL 3H ONLY)
558455 ENERGY TRANSFER E&P LLC
67082 FOREST ABRAMS PL PTRS INC
67078 FW STOCKYARDS HOTEL LTD
502260 GO OIL CORPORATION AGENT
820714 GRANDVIEW SWIFT LP
561721 GREYLEDGE LLC
643997 HEDBERG FAMILY LTD PTNRSHIP
567038 KSM MINERALS LLC
561717 MARVIN L COOPER
558457 MOBY OIL & GAS LTD
563186 MORTO ENERGY LLC
563189 REILLY FAMILY MINERALS LLC
67081 RHG MINERAL HOLDINGS LLC
819814 SC ENERGY LTD
593973 SHG LAND INVESTMENTS
820725 STOCKYARDS 2000 LP
820727 STOCKYARDS STATION PTRSHP
502026 TED COLLINS JR
573686 TED COLLINS JR(BELL 3H ONLY)
67079 TEKMAK DEV CO
780371 THOR PARTNERS LP
801269 TOTAL E&P USA INC (BARNETT)
820722 TURTLE CREEK CAPITAL HLDGS INC
637004 WES TEX DRILLING CO LP
5 115 14 000021 17342958.1
Exhibit
C
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER' S LICENSE
NUMBER.
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
This Amendment and Ratification of Oil and Gas Leases ("Amendment") is made and
entered into effective as of April 1, 2016 (the 'Effective Date'), by and between FORT
WORTH HOUSING FINANCE CORPORATION ("Lessor"), the address of which is 1000
Throckmorton Street, Fort Worth, Texas 76102, and PARALLEL PETROLEUM, L.L.C.
("Parallel"), a Delaware limited liability company, the address of which is 1004 N. Big
Spring, Suite 400, Midland, Texas 79701.
WHEREAS, on or about January 11, 2006 Lessor entered into an Oil and Gas Lease with
Dale Resources, L.L.C. ("Dale") covering the lands therein described for the purposes and on the
terms and conditions set forth therein ("the Lease"). The Oil and Gas Lease was recorded as
D206045582 in Tarrant County, Texas;
WHEREAS, Parallel subsequently acquired a working interest in the Lease;
WHEREAS Parallel is a lessee and owner of a working interest in the Lease;
WHEREAS, Lessor and Parallel now desire to amend the Lease as hereinafter set
forth.
NOW THEREFORE, for the sum of ten dollars ($10.00) and other good and valuable
consideration, including the execution of an agreement effective May 13, 2016, the receipt and
sufficiency of which,are hereby acknowledged, Lessor and Parallel hereby AMEND the Lease as
follows to the extent a Parallel holds an interest in the Lease:
(1) As to the interest of Parallel only,the Lease is hereby amended effective April 1, 2016 to
include the following provision in the Lease in bold and all caps, which paragraph shall
control in the event of any conflict in terms in the Lease:
"NOTWITHSTANDING ANY OTHER ROYALTY PROVISION TO THE
CONTRARY, ALL ROYALTIES DUE AND PAYABLE UNDER THIS LEASE
ON GAS PRODUCED OR RECOVERED FROM THE LEASED PREMISES
SHALL BE COMPUTED BASED UPON THE HOUSTON SHIP CHANNEL
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 1
INDEX PRICE PER MMBTU REGARDLESS OF WHERE LESSEE'S SHARE
OF GAS OR OTHER HYDROCARBONS PRODUCED UNDER THE LEASE IS
AVAILABLE FOR SALE OR IS SOLD OR DELIVERED AND SUCH
ROYALTIES MAY NOT UNDER ANY CIRCUMSTANCES BE OFFSET OR
REDUCED BY ANY POST PRODUCTION COSTS, EXPENSES, CHARGES OR
DEDUCTIONS OF ANY AMOUNT, KIND OR NATURE, INCLUDING BY WAY
OF ILLUSTRATION BUT NOT LIMITATION, COSTS OR EXPENSES FOR
GATHERING, TREATMENT, PROCESSING, TRANSPORTATION, PIPELINE
CHARGES AND EXPENSES, COMPRESSION OR MARKETING. HOUSTON
SHIP CHANNEL INDEX PRICE SHALL REFER TO THE PRICE PUBLISHED
MONTHLY BY MCGRAW HILL IN INSIDE F.E.R.C.'S GAS MARKET
REPORT UNDER THE HEADING "MONTHLY BIDWEEK SPOT GAS
PRICES,EAST TEXAS, HOUSTON SHIP CHANNEL INDEX" FOR THE FIRST
DAY OF THE MONTH OF DELIVERY. IN THE EVENT PUBLICATION OF
THE FOREGOING REPORT CEASES, OR IN THE GOOD FAITH BELIEF OF
EITHER THE CITY OR LESSEES, SUPPORTED BY AN UNAFFILIATED
THIRD PARTY OPINION, THE INDEX IS BEING ARTIFICIALLY
MANIPULATED OR IS FUNDAMENTALLY UNRELIABLE, THE CITY AND
LESSEES SHALL PROMPTLY MEET AND CONFER IN GOOD FAITH TO
AGREE UPON A SUBSTANTIALLY COMPARABLE PUBLISHED INDEX FOR
CURRENT ON-SHORE SPOT GAS PRICES BEING PAID BY PURCHASERS
TAKING DELIVERY OF GAS IN THE HOUSTON-BEAUMONT TEXAS
AREA."
(2) As to the interest of Parallel only, the Lease is hereby amended effective April 1, 2016 to
include the following, which paragraph shall control in the event of any conflict in terms
in the Leases:
"Oil, gas or products may be sold to a subsidiary or affiliate of Lessee provided that such
sales shall never reduce or be the basis for a reduction in the royalties payable under this
Lease, as amended, whether directly or indirectly, as a reduced price or otherwise.
(3) As to the interest of Parallel only, the Lease is amended to include the following
provision regarding notices to Lessees:
All notices required or permitted to be sent to Lessees by Lessor shall be sent by
certified United States mail, postage prepaid, return receipt requested, to the
following addresses:
Parallel Petroleum,L.L.C.
1004 N. Big Spring, Suite 400
Midland, TX 79701
Attn: General Counsel
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 2
(4) This Amendment shall be binding upon and inure to the benefit of Lessor and
Parallel and their respective successors and, assigns, and may be executed in any
number of multiple counterparts, each of which shall have the same force and effect
as an original instrument executed by all of the undersigned parties, regardless of
whether such counterpart is executed prior to or subsequent to the date hereof or the
filing of record of a counterpart hereof. The failure of any working interest owner
in any of the Leases to execute a counterpart shall not render this Amendment
ineffective as to (a) those working interest owners executing this Amendment, or
(b) Lessor.
(5) As to the interest of Parallel only, Lessor hereby ratifies and confirms the Lease,
including as amended herein, and agrees and represents that said Lease is in full force
and effect as of April 1, 2016, and to the extent necessary does hereby grant, lease and
let the lands described in the Lease to Parallel in proportion to its respective ownership
of record in the said Lease as of April 1, 2016.
(6) The terms and provisions of this Amendment shall supersede, control and take
precedence over any conflicting or contrary terms and provisions in the Leases;
however, in all other respects, said Leases, as previously amended, and the prior
terms and provisions contained therein,shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment is EXECUTED by each of the undersigned on
the date(s) indicated below, but the same shall be effective for all purposes as of the Effective
Date.
LESSOR:
FORT WORTH HOUSING FINANCE CORPORATION
By:
Fernando Costa, General Manager
LESSEE:
PARALLEL PETROLEUM,L.L.C.
By:
Michael Arguijo
President/Chief Op. Officer
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 3
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
Fernando Costa, General Manager, known to me personally or identified to me by proper
identification or upon the oath of a credible person, and acknowledged to me that he/she
executed this instrument as the act and deed of the Fort Worth Housing Finance
Corporation, for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on , 2016
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF MIDLAND §
BEFORE ME, the undersigned authority, on this day personally appeared Michael
Arguijo, known to me personally or identified to me by proper identification or upon the
oath of a credible person, and acknowledged to me that he executed this instrument as the
act and deed of Parallel Petroleum, L.L.C., for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER W HAND AND SEAL OF OFFICE on , 2016.
Notary Public, State of Texas
AMENDMENT AND RATIFICATION OF OIL AND GAS LEASE-PAGE 4
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOR »
COUNCIL ACTION: Approved on 11/15/2016 - Resolution No. 4698-11-2016
REFERENCE ** 12CHESAPEAKE ENERGY
DATE: 11/15/2016 NO.: G-18878 LOG NAME: STLMNT-PARALLEL
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Adopt Resolution Authorizing Settlement of All Claims with Parallel Petroleum, L.L.C.
Related to the Lawsuit in Cause No. 48-268798-13, 48th District Court, Tarrant County,
Texas, Authorize Execution of All Agreements Necessary to Complete the Settlement
and Authorize the City Manager to Execute Amendments to Gas Leases with Respect to
Parallel Petroleum Interests (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt a resolution approving the settlement of all claims against Parallel Petroleum, L.L.C. related
to the referenced lawsuit;
2. Authorize the City Manager to execute amendments to the gas leases with respect to the interests
of Parallel Petroleum, L.L.C.; and
3. Authorize the City Manager to execute any other Agreements necessary to complete the
settlement.
DISCUSSION:
The City of Fort Worth (City), as lessor, entered into a number of oil and gas leases with various
lessees, including Chesapeake Exploration, L.L.C. (Chesapeake) and its affiliates. In 2010, Total
E&P (USA) Inc. (Total E&P) acquired a 25 percent working interest in the lease from a Chesapeake
entity. In 2013, the City and related entities filed suits as Cause Nos. 48-268798-13 and 352-272138-
14, alleging that Total E&P and Chesapeake breached their obligations under those leases by
underpaying royalties under the leases. On March 22, 2016, City Council adopted Resolution No.
4608-03-2016, approving the settlement of all claims against Total E&P for$6,000,000.00. On May
24, 2016, City Council adopted Resolution 4633-05-2016, approving settlement of all claims against
Chesapeake Energy Corp., et al., in Cause No. 48-268798-13 and paid the agreed upon amount of
$15,000,000.00. All parties to the lawsuit executed the Settlement Agreement documents with the
exception of Parallel Petroleum, L.L.0 (Parallel). Parallel acquired a working interest in City
leases. Parallel has subsequently agreed to the terms of the settlement and will execute all
documents necessary to complete the settlement.
The City has been paid all agreed upon amounts due under the terms of the Chesapeake and Total
E&P Settlement Agreements so no further settlement payments are due by Parallel, however,
Parallel will now comply with the terms of the settlement which require royalty payments based on a
natural gas price index. Additionally, Parallel will pay the City for any underpayments of royalty from
the effective date of the Settlement on April 1, 2016.
FISCAL INFORMATION/CERTIFICATION:
Upon approval, the Director of Finance certifies that this action will provide continuity with our Gas
Lease Agreements and that a minimal financial impact is expected.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24048&councildate=l l/15/2016 12/19/2016
M&C Review Page 2 of 2
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Sarah Fullenwider (7623)
Additional Information Contact: Gerald Pruitt (7616)
Jean Petr (8367)
ATTACHMENTS
Form 1295 Certificate - City of Fort Worth.pdf
Parallel Settlement Resolution (12CHESAPEAKE).docx
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24048&councildate=l l/15/2016 12/19/2016