Oil and Gas lease between the City of Dallas and Trinity East Energy

OIL AND GAS LEASE(Paid-Up Lease)(Group I Tracts)

This Oil and Gas Lease (this "Lease") is made on this ,fSauyof August 2008, betweenthe City of Dallas (hereafter called the "City" or "Dallas" or "Lessor"), and Trinity East Energy,LLC (hereafter called "Lessee").

I' Grant. In consideration of Ten Dollars ($10.00), the royalties provided for herein,and other consideration in hand paid to the City, Lessor grants and leases exclusively untoLessee the following described land (the "Land") in Dallas County, Texas, for the sole purposeof exploring, drilling, and producing oil and gas, laying pipelines, and building roads and tanksthereon to produce, save, treat, process, store, and transport oil and gas and other productsmanufactured from oil and gas produced from the Land, subject to the express limitations setforth in paragraph 5 (references to paragraphs herein shall include all of said paragraph'ssubparts) of this Lease:

All of the land described in Exhibit A attached hereto and incorporated herein forall purposes.

2. Primary Term. This Lease is for a term of THREE (3) YEARS from this date(called the "Primary Term") and so long thereafter as oil or gas is produced from the Land inpaying quantities. For purposes of this Lease, the phrase "paying quantities" means revenuesfrom a well exceed the well's operating costs by at least fifteen percent (15%) over any givenconsecutive one (l) year period.

3. Minerals Covered. This Lease covers only oil and gas. The term "oil and gas"means oil, gas, and other liquid and gaseous hydrocarbons produced through a well bore. Forpurposes of this Lease, "oil" includes all condensate, distillate, and other liquid and gaseoushydrocarbons produced through a well bore. Expressly excluded from this Lease are ligniG, coal,sulfur, and any other like minerals.

4. Royalty.

(a) Lessee agrees:

(l) To deliver free of cost to the city, at the well(s) or to the credit ofthe City at the pipeline to which the well(s) may be connected, TWENTY FIVE percent (25%)(the "Royalty Fraction") of all oil and other liquid hydrocarbons produced and saved from theLand. At the City's option, which may be exercised from time to time, Lessee shall pay to theCity the higher of the amount received by Lessee or the market value of the Royalty Fraction atthe well of oil and other liquid hydrocarbons of like grade and gravity prevailing on the day theoil and other hydrocarbons are run from the lease in the general area in which the Land islocated.

(2) To deliver free of cost to the city at the well(s) or to the credit ofthe City at the pipeline to which the well(s) may be connected, the Royalty Fraction in kind of

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gas produced and saved from the Land or, at the City's option, which may be exercised fromtime to time, Lessee shall pay to the City:

(i) On gas produced from the Land and sold by Lessee or usedon or off the Land and to which the following subparagraphs (ii) and (iii) do not apply, theRoyalty Fraction of the market value at the point of sale, use, or other disposition.

(ii) On gas produced from the Land that is processed in aprocessing plant in which Lessee or an affiliate of Lessee has a direct or indirect interest, thehigher of the Royalty Fraction of the market value of the gas at the inlet to the processing plant,or the Royalty Fraction of the market value of all processed liquids saved from the gas at theplant plus the Royalty Fraction of the market value of all residue gas at the point of sale, use, orother disposition.

(iii) On gas produced from the Land that is processed infacilities other than a processing plant in which Lessee or an affiliate of Lessee has a direct orindirect interest, the Royalty Fraction of the market value at the inlet to the processing plant ofall processed liquids credited to the account of Lessee and attributable to the gas plus the RoyaltyFraction of the market value of all residue gas at the point of sale, use, or other disposition.

(iv) In order to veri$ royalty is being paid on the correctvolumes, the volume of gas produced from the Land shall be measured using a meter meeting orexceeding the standards established by the American Gas Association report 3. All gas producedfrom the Land shall be measured before it is commingled with gas attributable to acreage otherthan the Land, except as it relates to gas produced from a pooled unit in accordance with theprovisions of paragraph 7.

(3) In the event the City elects to take its Royalty Fraction in kind, theparties shall enter into a mutually acceptable balancing agreement providing for the right of anunderproduced party to make up an imbalance by taking up to one hundred fifty percent (150%)of its share of production in any month other than November, December, January or February,and shall settle any imbalance remaining after depletion in cash, based on the greater of theproceeds received by the overproduced party when the imbalance was created and the marketvalue of the gas when the imbalance was created. If the overproduced party's gas was used butnot sold, then the cash settlement shall be based on the market value of the gas when theimbalance was created.

(b) The market value of gas shall be determined at the specified location byreference to the gross heating value (measured in British thermal units) and quality of the gas.No matter which subparagraph of this paragraph 4 is used to calculate royalty, the market valueused in the calculation of oil and gas royalty shall never be less than the total proceeds receivedby Lessee in connection with the sale, use, or other disposition of the oil or gas produced or sold,and for oil less than the highest posted price for the field where produced and run. For purposesof this paragraph, if Lessee receives from a purchaser of oil or gas any reimbursement for all orany part of severance or production taxes, or if Lessee realizes proceeds of production afterdeduction for any expense of production, gathering, dehydration, separation, compression,transportation, treatment, processing, storage, or marketing, then the reimbursement or the

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deductions shall be afded to the total proceeds received by Lessee. Royalty shall be payable onoil and gas produced from the Land and consumed by irrr", on the Lind for compression,dehydration, fuel, or other use' In the event that Lessee has an unrestricted option under its gassales contract with a third party purchaser to allocate gas between two or more markets withoutfurther cost, delay, deduction, restrictions or obligation-s to Lessee, and all other terms of the twoor more options are the same except the amount of net proceeds to be realized for the gas, thenLessee shall allocate gas produced from the Lands to th; market which results in the highest netproceeds.

(c) I'essor's royalty shall never bear, either directly or indirectly , any part of thecosts or expenses of production, separation, gathering, dehydration, .o-pr"r.ion, transportation,trucking, processing, treatment, storage, or marketing of the oil or gas produced from the Landthat are incurred prior to the inlet to the gas pipeline *hi"tt is the poi-nt of delivery for the sale ofthe gas to a third party purchaser who is not-an Affiliate of Lessee or any purt'or the costs ofconstruction, operation, repair, renovation or depreciation of any plant ti ottre, facilities orequipment used in the handling of oil or gas. It Lessee's and Lessor's intent, that irrespective ofcase law regarding market value at the well, in determining market value deductions forexpenses of production, separation, gathering, dehydrationl compression, transportation,trucking, processing, treatment, storage, or marketing of th. oil or gas produced from the Landthat are incurred prior to the inlet to the gas pipeline *hi.h is the point oi d"liu"ry for the sale ofthe gas to a third parfy purchaser who is not an Affiliate of Lessee shall not be considered.

(d) The City shall be paid the Royalty Fraction of all payments and other benefitsmade under any oil or gas sales contract or other arrangement, including take-or-pay paymentsand payments received in settlement of disputes; providEd that if the city receives a take-or-paypayment or similar payment for gas that has not been produced, and if the gas is subsequentlyproduced, the city will only receive its Royalty Fraction of any payments made for make-up gastaken pursuant to the take-or-pay provision o, ii-ilu, provision.

(e) If gas produced from the- Land is sold by Lessee pursuant to an arms-lengthcontract with a purchaser that is not an affiliate of Lessel, and the contract provides for netproceeds to be paid to Lessee that equal or exceed the maricet value of the gas at the point ofdelivery to the purchaser, and for a term no longer than that which is usual ani customary in theindustry at the time the contract is made, then the market value of the gas sold pursuant to thecontract shall be the total proceeds received by Lessee in the sale, subj-ect to th; provisions ofparagraph 4(b) above.

(0 As used in this Lease. "affiliate" means (i) a corporation, joint venture,partnership, or other entity that owns more than ten percent (lO%) of the outstanding votinginterest of Lessee or in which Lessee owns more than ten percent (lo%) of the outstandingvgting interest; or (ii) a corporation, joint veliure, partnership, or other entity in which, togetherwith Lessee, more than ten percent (10%) of the outstanding voting interests of both Lessee andthe other corporation, joint venture, partnership, or other Jntity is owned or controlled by thesame persons or group of penons.

(g) In the event the City does not elect to take its Royalty Fraction in kind, Lesseemust disburse or cause to be disbursed to the City its royalty on production from a particular well

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not later than ninety (90) days after completion of the well in the case of an oil well, and not laterthan the last day of the third month after one month of continuous production from the well, inthe case of a gas well. Thereafter, Lessee must disburse or cause to be disbursed to the City itsroyalty on production by the last day of the second month after the month of froduction. If notpaid when due' Lessor's royalty shall bear interest at the maximum lawful rate from the due dateuntil paid to the city, which amount Lessee agrees to pay. Acceptance by the Cify of royaltiesthat are past due shall not act as a waiver or estoppel ol tit" right to receive interest due thereonunless the City expressly so provides in writing. The royalt! payment obligations under thisLease shall not be affected by any division order or the provisions of Sectio n 9l.402 of the TexasNatural Resources Code or any successor or similar statute.

(h) The receipt by Lessee from a purchaser or a pipeline company of proceeds ofproduction for distri_bution to the City will not result in Lessee aiquiring legaior equitable title tothose proceeds, but Lessee shall at all times hold the proceeds in trust fbr thr benefit of Lessor, tobe paid to the Cify. Notwithstanding the insolven"y, bunk*ptcy, or other business failure of apurchaser of production from the Land or a pipelinl company transporting production from theLand, Lessee shall remain liable for payment to the City as directed by Lessor for, and agrees topay to the City all royalties due the City together with interest if not timely paid.

5. Limitations on Lessee's Access to the Land and surface use.

- (a) Drill site locations and all operations (as defined herein) shall be limited todesignated portions of the Land. such locations are identified on Exhibit A to this Lease. Lessee!-hll luv the City for each drill site location in accordance with the provisions of subparagraph(b) below' Lessee can use designated drill site locations to develop land other than (i) the Land,or (ii) lands pooled with the Land. To the extent Lessee utilizes a drill site location on the Landas a surface location for one or more wells to explore for and/or produce hydrocarbons fromlands which are not either (i) part of the r and, or (ii) pooled with any portion of the Land (ineither instance, an "offsite Well"), then Lessee will-.onrr"y to the City an overriding royaltyinlerest in production from the offsite well equal to one and 75/100 p"r""rrt (1.75%) of g/gthsof all such oil and gas, produced, saved and sbld from each such offsite Weli. This overridingroyalty interest shall continue to exist for as long as said well is producing in paying quantities,and Lessee is hereby granted all rights and easements necessary to operate and maintain theOffsite Well(s) for a period ending upon the expiration of the leases which cover the lands fromwhich oil or gas is being produced byvirtue of the offsite well(s).

(b) Lessee shall pay the City Twelve Thousand Dollars ($12,000.00) for eachacre of surface which comprises the resulting pad site to be used for production once drilling andcompletion of a well on that pad site is completed. In other words, if uftr, drilling on a specificw-ell site is complete the resulting well site comprises 1.5 acres Lessee,s surface payment isEIGHTEEN THOUSAND Dollars ($ I 8,000.00). For purposes of this provision, drilling of a wellon a pad site is complete thirty (30) days after the-rig used to drill that well is released. Ifadditional wells are drilled on that pad site, the same frocedure will be followed to make likepayments for any incremental increases in the size of thi resulting well site.

(c) Except as set forth in subsection (a) above and paragraph 21, sub-sections(m), (n) and (o) below, Lessee's right of ingress and egress to and across the Land shall not be

'* Oil and Gas Lease - Group I Tracts

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permitted without the prior writtenunreasonably withheld as long as suchof the Land.

approval of the City. Such approval shall not beingress and egress does not interfere with the current use

(d) No signage, other thanwithout the prior written approval of thediscretion.

Oil and Gas Lease - Group I Trrcts

6' Construction and Surface Restoration. All construction and surface restorationwork performed by Lessee shall be done so as to restore the Land to as near its original conditionas is reasonably practicable and in strict compliance with all applicable laws, codes, regulationsand ordinances' During drilling Lessee shall keep the Land in as clean a condition as practicable.

7. Pooling.

(a) Lessee shall have the right to pool the Land with contiguous acreage toform a pooled unit for the production of oil and gas or either of them. A unit or units formedhereunder may include up to Forry (40) acres for a vertical oil well, One Hundred Sixty (160)acres for a vertical gas well, or Six Hundred Forty (640) acres for a horizontal well; provided,however, if units larger than the foregoing are permitted or prescribed by the rules or regulationsof the Railroad Commission of Teias, or oth", lawful uutlro.ity having jurisdiction of suchmatters, for the drilling or operation of a well at a regular location or foi obtuirrlng maximumallowable from any well to be drilled or already drilledithen any such unit may be established orenlarged to conform to the size allowed by such rules or regulations. Th; units formed bypggling as to any stratum or strata need noi conform in size or area with the unit or units intowhich the Lease is pooled or combined as to any other strata or stratum. Furthermore, a unit shallbe allowed only if a sufficient portion of the Land is included such that it comprises at leastfwenty percent (20%) of the total surface acres in the pooled unit. If the surface location for thewell for a particular unit is located on the Land, then the minimum percentage shall be fiftypercent (50%). If, however, there is insufficient unpooled acreage a.rriilable from the Land tomake up 20o/o of the- unit (or 50o/o if applicable), then the remaining portion of the Land may beincluded in a unit' This minimu- urnoutrt (20o/o, or 50% if apphcaut-ej may be decreased with thewritten consent of the City' Lessee shall file for record, in the neal iroperty Records where theLand is located, an instrument describing and designating the pooled acreage and depths for thepooled unit, and upon recordation, the n.tit rhall beiome-effective as to all iarties hereto. Lesseemay at its election

9xer9i.19 its pooling option before or after commencin! op"rutions. In theevent of operations_for drilling on or production of oil or gas from uny pui oi trp pooled unitwhich includes the Land covered by this Lease, the operations or production shall be consideredas operations on or production of oil or gas from the i.and covered by this Lease, whether or notthe well is located on the land coverea uy ttrir Lease. In the event Lessee should exercise itsoption to pool or unitize any portion of the Land with other lands as herein provided, this Leaseshall continue in force and effect after the Primary Term, or any extensions of such primaryTerm as permitted by continuous drilling operations being conduited at the end of the primaryTerm as otherwise allowed hereunder, only as to that poiion of the Land actually included atthat time in a producing oil or gas unit; this Lease shall Grminate by its terms as to all portions ofsuch Land not actually included in such a pooled unit. For the purposes of computing theroyalties to which Lessoris'entitled in conneciion with a pooled urrii, the.e shall be allocated to

that required by the existing law, shall be allowedCity which may be withheld in the Citv,s sole

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the Land included i1 the unit that prorated portion of the oil and gas, or either of them, producedfrom the pooled unit which the number of iurface acres of the Land included in the unit bears tothe total number of surface acres included in rhe unit. Royalties shall be computed on the portionof production allocated to the Land covered by this Lease and included in the unit just as thoughthe production was from the Land. Any unii formed may not be amended in such a way as toreduce the unit participation factor of the Land in thut ,rrrit without the written consent of theCity.

8' Shut-in Royalty. If, at the end of the Primary Term, or at any time or timesthereafter there is a gas well on the Land or on lands pooled therewith capable Jrpl"ir"i"r'g",in paying quantities, but gas is not being sold, and this Lease is not being otherwise maintainedin force as to the pooled unit or Retained Tract for that well, Lessee irruu puy or tender asroyalty, at annual intervals, to the parfy entitled to royalties hereunder at the time of suchpayment, an annual royalty of Fifty Dollars ($50.00) pei net mineral acre in the pooled unit orRetained Tract for the well from which gur i, not b;;; sold. A horizontal well that has beendrilled into the Barnett shale formation but not fraced stritt ue deemed incapable of producing inpaying quantities. In the event Lessee elects to maintain this Lease in foice and effect by thepayment of shut-in gas royalty as herein provided, payment or tender of payment with respect toa well shall be due within ninety (90) days after thi well is shut-in or the Lease is not otherwisemaintained, whichever is later, and subsequent payments will be due u-uuriy trrereafter (if thisI- ease.is not being otherwise maintained in force) on the anniversary date of the feriod for whichthe prior payment was made' while royalty payments are timely and properly paid, or this Leaseis otherwise maintained as set forth herlin,-this Lease will be held as a producing lease subject tothe terms of paragraph 9. The right of Lessee to maintain this Lease in forie as to acreagededicated to a well that js shut-in by payagnt of shut-in gas royalty is limited to two (2) yearsafter the expiration of the primary ierm. The obligation "of L"rr"" to pay shut-in royalty is acondition and not a ̂ c-ovenant' The payment or tender of royalty under this paragraph may bemade by the check of Lessee mailed

-or delivered to the City on or before the due date.

9. Continuous Development.

(a) If; at the expiration of the Primary Term, oil or gas is not being producedfrom the Land or lands pooled therewith and the Lease is not being otherwise maintained inforce, but Lessee has commenced the drilling of a well on the Land or lands pooled therewith,the Lease will not terminate but will remain in effect for so long thereafter as operations arecarried out with due diligence with no cessation of more than ninety (90) days, and if theoperations result in the production of oil or gas, the Lease shall remain in force and effect asotherwise provided herein. For purposes of this Lease, the term "operations,, means any of thefollowing: drilling, testing, .o*pl"iitrg, reworking, recompleting, deepening, prugging back, orrepairing of a well in search for or in the endeavoJto obtain production of oil or gas.

(b) If this Lease is maintained beyond the expiration of the primary Term byproduction or otherwise, it will remain in force as to all acreage and depths as long as there is nolapse of more than one. hundred fifty (150) days (."*;r;;;; on the day next following the lastto occur of the expiration of the Primary rerm or the comple'tion of operationsunder paragraph9(a) abgve if applicable) between the tompletion of one well and the commencement of theactual drilling of another well' The "commencement of actual drilling,, means the penetration of

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the surface with a drilling rig capable of drilling to the anticipated total depth of the well. After awell is commenced, wtrether ouring the Primiry rerm or otherwise, drilling operations mustcontinue in a good and workmanlikJ manner in a good faith effort to reach th'e anticipated totaldepth with no ces.sation of operations for more -than

ninety (90) consecutive days. For thepurpose of computing the time for the commencement of actual drilling of a well, each well willbe deemed to have-been completed on tt. date of the release of the drilling rig from the drill site,which release shall not be unreasonably or unduly ariuy.o. In conduciing its continuousoperations' if Lessee commences operatlons orr-u ,r"tt-prior to the time that it is otherwiserequired to do so, it shall be entitlei to accumulate and later use ""y

ti,." -;;ved

in the earlyconunencement of operations, so that all or any part of the accumurut"o iir* may be used toextend the one hundred fifty (150) day intervat u"t*e"n the completion of operations at one wellor location and the "o*"rr""-""t or operations ut unoltr., well or location. Lessee shall beresponsible for tracking any accumulation of time rt"r".rrrJ", and, from time to time, shall notifu

ln:"":t writing of any accumulations, rhe manner in which it was

"aJut"a, and when it is

(c) If at any time after the expiration of the primary term the maximum timefor the commencement of the actual drilling of a well una", par. g(b) above expires without thecornmencement of a well, , this Lease shalllerminut" "*""ft

as to the pooled Uni(s) (if any) andthe Retained Tract(s) (defined below) surrounding any weil that is then producing in payingquantities or deemed^to be producing .in puyirrg"quurrtities by virtue of payment of shut-inroyalties or capable of producing in pa'ying q.rurrtTti"r, ;;;-u, to each pooled unit and RetainedTract' the Lease shall ihen tetm]rratJ ur to uil depths below the stratigraphic equivalent of thebase of the deepest producing formation on the pooted unit or Retained Tract . The Lease will betreated as a separate le.ase with ."sp"ct to each Pooled unit and Retained Tract and will continueso long as production in paying quantities continues from that unit or tract or the lease, as to thatunit or tract' is otherwise mairitained as set forth in this lease. If production from a pooled unitor Retained Tract ceases from any cause and this lease, as to such unit or fract, is not otherwisebeing maintained as set forth in this lease, this Lease shall terminate as to that unit or tract unlessLessee cornmences operations for drilling or-."*orkirrf or, ,rr" unit or tract wittrin ninety (90)days after the cessation of production, in which case-this Lease as to that unit or tract willcontinue in force as long ry it "

operations are prosecuted with no cessation or -or" than ninety(90) consecutive days, and if ttrey resuit in production, * iong thereafter as there is production,T:Jl$,e"""it

or tract or the leasel as to that unit or tru"t, i, orr,"rwise maintaineJ in effect under

(d) within sixty (60) days after the last to occur of the expiration of thePrimary Term or the continuout i.iilng program, Lessee must file in the county records wherethe Land is located and furnish to the clty a Jocument designating each Retained Tract by metes;::,!!Hlland

the retained depths thereunder ana reteasi-ni al otier d"pth, ;;l;crease (except

(e) The city and Lessee must agree upon the shape of each Retained Tract(which agreement by the city tttutt noit".r-"uronubly *i*,h"to or delayed) with the intent thateach will be a compact, .regular shape that will provid"

-L.rro. with the maximum a,",eageavailable for oil and gas devllopment'. in the

"u"rriirr" clty una Lessee

"un roi agree upon theshape of a Retained rract it shail be as nearty in the ,nuf. fr a square or rectangre as practical.

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t'\t" Oil and Gas Lease - Group I Tracts

with respect to a horizontal well the boundaries of the Retained Tract shall include the entiredrainhole and the boundaries of the Retained rract shall be a minimum of 330 feet from thedrainhole.

(0 As used in this Lease the term "horizontal well" means one that meets thedefinition of a "horizontal drainhole well" under statewide Rule g6 0f the Railroad commissionof Texas' and a "vertical well" is a well that is not a horizontar well. The land assigned to a wellfor the purposes of this section is referred to as a 'n.tuin.a Tract.,, A Retained Tract for avertical well producing from the Bamett Shale formation may include up to forty (40) acres. ARetained Tract for a horizontal well, may includ; th. greater of (l) the minimum acreagespecified for a vertical well plus the additio_nal u"r"ugr-iiri"d in the taili"s i' nur" g6 (and if thewell is producing from the -Barnett

Shale formation]the acreage assigned shall be based uponwell density for vertical wells being forry (40) acres or less), or (2) 64oacres plus a tolerance ofl0%' The designation of a Retain-ed Tract shall not result in the Land comprising less thantwenty percent (20%) of the net mineral acres in the Retained Tract for the well to which theLand has been assigned, provided that if the surface location for the well for a particular unit islocated on the Land, thenihe minimum percentage shall be fifty percen t (s0%).

(g) A gas well that thereafter becomes an oil well shall hold only the acreagepermitted for an oil well, and Lessee must file in the county records where the Land is located aredesignation of the tract as an oil well tract. If Lessee failsio fiJe timely u oo.ul"rrt required by:flffi-fi|fi;,iTi:'rg"(30) davs prior written notice rrom the ciry, tr,. ar, -u, do so, ani

l0' offset wells' In the event a well (an "offsetting well,,) producing oil or gas iscompleted on adjacent or nearby land and.is draining trr" iurra, r"rr". -urt, ,"itrrin ninety daysafter the last day of the first month of continuo.r, p.olrr.ii* rro- the offsetting well, commenceoperations for the drilling of an offset well on the Land and must diligently pursue thoseoperations to the horizon in which the offsettinq wgll ir n-q"9i"g, or at the option of Lessee: (i)execute and deliver to Lessor a release in recordable form of the f,"r"ug;;";;r;;" the offsettingwell; or (ii) pay the city as- a royalty each month a sum equar to the royalty that would bepayable under this Lease on the ptoau.tion from the offsetting well that is being drained from theLand' In the event acreage is rileased pursuant to (i) above, the release will cover a size andshape so as to permit.the drilling of a well to_the proiu"ing ro.-ution and the creation of a unitsurrounding the well in compliance with the field rules foithe field in *rri.t ti. offsetting wellis located, but if there are no field rules, in compliance *itr, trr" statewide rules of the Railroadcommission of Texas' A producing well with perforations iocated within 325 feetof the Landshall be conclusively presumed toie drainirrg m. rana,-and the amount of oil or gas drainedfrom the Land shall be presumed to be i/" of ,irulproauciion from the offsetting well, multipliedtimes a fraction, the numerator of which is the nu-u", oi feet in the laterai wellbore of theoffsetting well which is within 325 feet of the land, and the denominator of which is the totallength of such lateral wellbore.

I l ' secondary Recovery. Lessee shall not implement any repressuring, pressuremaintenance' recycling, or secondary ,""o'u"ry operations wiihout the prior written consent of theCify.

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12' Assignments and subleases' Lessor is granting rights to Lessee that Lessorwould not grant to others' Therefore, without the prior written approval of the city,,whichconsent may not unreasonably be withheld, Lessee -i/"9, assign the operating rights under thisLease or sublet the Land; and all assignments uno iutt"uses to wtrictr Lessor consents wilrrequire the assignee or sublessee to assume all of Lessee's obligations under this Lease, andLessee sharl remain liabre for its obrigations ,.gurJr* :l *l;r*g;;;; or subrease by it

llli: lff:y#ilHlffi,lj:*s the originar LesJee i,, *.iting r.o'n ri?ilrity, which release wiil

13' Force Majeure' Should Lessee be prevented by reason of Force Majeure (asdefined below) from complying with any express or implied covenant ortrris Lrur. (other than arequirement to P1I money), from conducting oriling-'ir'r"*ort ing operations on the Land, orIrom producing oil or gas, then while so prevented, that covenant will be suspended; Lessee willnot be liable for damages for failure to. gglnlr theiewith; tr,i, r"ur"-*i[ l" i.,r"aed so long asLessee is prevented from conoucting drilling-;.;;;;;g operations on, or from producing oilor gas from' the Land; and the timl while ie*:" i;;;;revented wilr not be counted againstLessee' 'Force Majeure" means i"y ut of God, uny rJa".ut, state orio.ui-ru*, any rule orregulation of governmental authority, or other similaicause (other tr,an nnaicial reasons). Thisparagraph is' however, in-all things *ui""i1o tr,"li;;;;""r of time during which this Leasemay be continued in force by the piyrn"rrt of shut_in gas royafties.

14' No warranties' Lessor makes.no wlranty of any kind with respect to title to theLand' By acceptance of this l-"ut", i"rree acknowleoges that it has been given trtt opportunityto investigate and has conducted sufficient investigaf;on to ,utirry itself as to the title to theLand' and Lessee assumes all risk of title failur"r. ii i".ror owns an interest in the Land less:*1.:1"r:#;,*"",:iilot' "tut", ihen ttre rovalties u'J rnut-ir' .oyuii;, ;"reunder wiu be

15. Curing Defaults

(a) If after receiving written notice from the city of a breach of a monetaryobligation under this Lease, Lessee aift ,o cure the same within thirfy (30) days, Lessee shall bedeemed to be in default of this r.ur"-ana this Lease ,huti ,.r-irrate as to ths Retained Tract orpooled unit for the weil which is the subject ortrre monffiur"u.tr.

As to any payments (royalties, shut-in royalties, or otherwise) due under any provision of thislease' notwithstanding anvthing ; ,h" contrary set forth t" lt'ir-l;;lit?riJ sha, assert bywritten notice to Lessor withiitle afprrcable'cure p".i"Jirr",f good faith, bona fide disputeexists' based on an attorney's written'ipinion which ir i.r.r.ro"a with Lessee,s notice, as to theentitlement of Lessor to a certain payment or payments or as to the proper carcuration of theamount due' Lessee3ay lhen satisgr itr outigutionr ;;;y;rch disputed amount hereunder andavoid termination of this.leas" uy puying such disput"i ur*unt to a trustee acceptable to bothparties' which trustee shall retain

"no in""tt such disput"d u-ounts in an interest bearing account

fr'iiT:S,.ll,:T:?J{lill:;ffilgi";:ft113;;,Jl+,.-"".;;t;"-ur"'ru,io,'-di.p,;;;hold and invest the dlsputed ,""y;hi.r"within fift;;;?;i.;;'r'n::ilHflilL:,T'F"J:payment entitlement and/or calculation dispute hu, noi ur"n settled and resolvej within ninety

Oil and Gas Lease - Group I Tracts page 9 of 52

I

(90) days after Lessee's notice, then Lessee, upon request by Lessor, shall institute aninterpleader action and. tender the disputed amount ptu, uny interest accrued thereon into a courtof competent jurisdiction sitting in ballas County, Texas, to be held and invested under thedirection of the court.

If termination does occur underfor which Lessee has properlyTract for such wells.

this section l5(a), such cancelration shall not apply to any wellspaid royalties hereunder or the pooled unit 1if any) or Retained

(b) If within thirty (30) days after receiving written notice from the City of abreach of a non-monetary obligation'under thi, L.urr, Lessee fails to show that it has eithercured the same or taken reasonable steps to do so, the City can do or have done whatever isnecessary to fulfill the obligations to its satisfaction, and Lessee shall be liable to Lessor for thereasonable and necessary expenses thus incurred by Lessor plus a penalty equal to zoo%of suchcosts, to be paid to the city within ten (10) days after the bity furnishes to Lessee an itemizedwritten statement of the expenses.

16' Notices' All notices and.reports will be presumed delivered if sent by certifiedletter, properly addressed and deposited in the united staies mail, postage prepaid, to Lessor andLessee at the addresses shown -below.

This presumption can be- rebuited if it is conclusivelyproved the notice or report was not actually received,

If to Lessor: Mark DuebnerExecutive General ManagerRoom 4D North, Dallas City Hall1500 Marilla StreetDallas, TX7520l

If to Lessee: D. Stephen FortTrinity East Energy, LLC777 Main Street, Suite 3100Fort Worth Texas, 76102

17' Attorney Fees' In the event either party employs legal counsel for theenforcement of any provision of this Lease, the prevaili"g purty in such action will be entitled torecover from the non-prevailing parfy ,.urorruLl" uttottirv fees and expenses incurred by theprevailing party to the extent otherwise permitted by law, only to the extent the city is nototherwise protected, prohibited or immuni. from liabiiify fo; or payment of any such fees, costsor expenses, and specifically without waiving any rights, immunitils or protect'ions to which thecity is or may be entitled with respect to any suct uuliuty or obrigation.

18' rnsurance. At all times while this Lease is in force, Lessee shall acquire andmaintain insurance as specified in Exhibit-B-hereto covering all of its operations on the Land,including any work performed on its behalf by contractors,'rubcontractors, and others, namingLessor and related individuals and entities dlsignated by'Lessor as additional insureds. Thepolicies shall include coverage for comprehensive-generat iiauitity for bodily injury and property

'.{, Oil and Gas Lease - Group I Tracts

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Page l0 of 52

damage, blowout and loss of well coverage, and coverage for any damage to the environment,including coverage for the cost of clean up and surface remediation

19' INdCMNitY. LESSEE AGREES TO INDEMNIFY AND HoLD HARMLESSLESSOR, AND LESSOR'S REPRESENTATIVES, COTINCIL MEMBERS, AGENTS,EMPLOYEES, SERVANTS, CONTRACTORS, ANb AXY OTHER PERSON ACTINGLINDER LESSOR'S DIRECTION AND/OR CONTROL, LESSOR'S INDEPENDENTCONTRACTORS, AND LESSOR'S SUCCESSORS AND ASSIGNS, AGAINST ALLEXPENSES, CLTIYS, DEMANDS, LIABILITIES, AND CAUSES OF ACTION OF ANYNATURE FOR INJURY TO OR DEATH OF PBNSONS AND LOSS OR DAMAGE TOPROPERTY, INCLUDING, WITHOUT LIMITATION, ETTONNBY FEES, EXPERT FEES,AND COURT COSTS, CAUSED BY LESSEE'S OPERATIONS ON THE LAND ORLESSEE'S MARKETING OF PRODUCTION FROM THE LAND OR ANY VIOLATION OFANY ENVIRONYryI{L REQUIREMENTS BY LESSEE. AS USED IN THISPARAGRAPH, THE TERM "LESSEE" INCLUDES LESSEE, ITS AGENts, nvtptoyEEs,SERVANTS, CONTRACTORS, AND ANY OTHER P;NSON';-;i^fr UNDER ITSDIRECTION ANP CONTROL, AND ITS INDEPENDENT CONTRACTORS. THISINDEMNITY SHALL BE AS GREAT AS THE LAW ALLOWS, AND LESSEE SHALLINDEMNIFY AND HOLD LESSOR HARMLESS FOR ALL LOSS, COST, DAMAGE OREXPENSE OF EVERY KIND AND NATURE, WHETHER THE RESULT OF THE SOLENEGLIGENCE, CONCURRENT OR COMPARATIVE NEGLIGENCE, OR STRICTLIABILITY OF LESSEE. TO THE EXTENT, AND ONLY TO THE EXTENT, THEFOREGOING INDEMNITIES ARE, BY LAW, ONTV ENFORCEABLE IF SUPPORTED BYAVAILABLE LIABILITY INSURANCE, LESSEE AGREES THAT THE INSURANCEPROVIDED FOR IN PARAGRAPH 18 ABOVE IS INTENDED TO SATISFY ANYCOVERAGES AND DOLLAR LIMITS OF LIABILITY PROVIDED BY APPLICABLESTATUTES. TO THE EXTENT, AND ONLY TO THE EXTENT, THE FOREGOINGINDEMNITIES ARE, BY LAW; EITHER INAPPLIcABLE oR NoT ENFoRCEABLE,LESSEE AND LESSOR SHALL EACH BE RESPONSIBLE FOR THE RESULTS OF ITSOWN ACTIONS AND FOR THE ACTIONS OF THOSE PERSONS AND ENTITIES OVERWHICH IT EXERCISES CONTROL. LESSEE'S INDEMNITY OBLIGATIONS SURVIVETHE TERMINATION OF THIS LEASE FOR A PERIOD OF FOUR (4) YEARS.

20. Nondiscrimination.

(a) Lessee shall not discriminate on the basis of race, color, national origin, orsex in the performance of this Lease or any related contract. Lessee shall carry out applicablerequirements of 49 c'F'R, parl 26 in the award and administration of Dor-assisted contracts.Failure by Lessee 'o."uty^9lt these requirements is a material breach of this Lease, which mayresult in the termination of this Lease oisuch other remedy as the city deems appropriate.

(b) This Lease is subject to the requirements of the u. s. Deparfment ofTransportation's regulations, 49 c.F.R, .part 23, subpart F. Lessee agrees that it will notdiscriminate against any business owner b""uur. or trre owner's race, color, national origin, orsex in connection with the award or performance of any agreement, contract or subcontract,covered by 49 C.F.R. part23, Subpart F.

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Page 11 of 52

Nr

(c) Lessee agrees to include the above statements in any such agreements, andcause those businesses to similarly include the statements in further ugr".-"rrt*'

21. Miscellaneousprovisions.

(a) In the event this Lease expires for any reason as to all or any part of theLand or Lessor is entitled to a release of any purt of the Land, Lessee shall promptly furnishLessor with a written, recordable release covering all of the Land or that portion of the Land tobe released' If Lessee fails to deliver a release cimplying with this provision within sixty (60)days after Lessor requests the same, then l.essee r^rtuil i'uy the City an amount equal to FiveDollars ($5) per acre per day for each acre of the Land that should have been released, beginningwith the thirtieth (30th) day after Lessor's request and continuing until such time a release hasbeen delivered to Lessor, up to a maximum of bs,oo0.o0. It is agreed that the damages associatedwith failing to provide the required release are difficult to ascertain with any degree of certainty,and that the payment called ior herein is a reasonable estimate of such;;A* and shall beconsidered liquidated damages and not a penalty. Furthermore, Lessor is authorized to file ofrecord an affidavit stating this Lease has expired as to the acreage that should have beenreleased' and such affidavit shall constitute prima facie evidence of the expiration of that portionof this Lease which it addresses.

(b) Nothing in this Lease negates the usual implied covenants imposed upon alessee under an oil, gas and7oi mineral lease.

(c) Lessee shall conduct all operations hereunder in compliance with all rules,regulations or other pronouncements of the Railroad commission of rexas, and in accordancewith all federal, state and local laws, ordinances and regulations as they may be amended fromtime to time' As a governmental entiiy,.tlle cify rnuy noi legally contract away its constitutionalor statutory police powers, including without limltaiion the-power to establish and subsequentlyamend city codes' development guidelines, and other rules and regulations; and nothing in thisLease is to be interpreted as waiving the city's power to establish and amend them, even if thesame subject matters are addressed in this Lease,-

(d) Lessee shall abide by the requirements set forth in the document entitled"Envitonmental Matters," a true and correct "opy

of which is attached hereto and incorporatedherein as Exhibit C.

(e) Upon request by the City, Lessee shall furnish, at no cost to Lessor, copiesof applications to drill, completion reportr, urrd plugging records.

All other materials, including daily. drilling reports, well tests production reports,logs' surveys, seismic data and all other geophysical tesi=s are proprietary and confidential, andshall only be available for inspection by t[e city and its refresentatives at the offices of Lessee.copies of the confidential maierials stratt ue furnished within seven (7) days of a written requestby Lessor' All conficlential and proprietary materials shall be marked as such and Sections552'll0 and 552'713 of the Texas^Government code shall apply to all such materials. In theevent Lessor receives a request for information marked as confidential and proprietary Lessorshall provide written notice to Lessee of such request and comply with the provisions of sections

,rs Oil and Gas Lease - Group I Tracts

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Page12of 52

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paragraph 2.The term "production" means production in paying quantities as defined in

Oil and Gas Lease - Grgup I Tracts

552'301 and 552'305 of the Texas Government code. Lessor has the right to be present whenwells or tanks are gauged and production metered and has the right to examine all run tickets and::.fi::

full information as to production and runs and to receive copies of all run tickets upon

(g) No obligation of Lessee to pay money under this Lease will be excused ordelayed by reason of Force Majeure.

(h) Lessee's obligations to.pgy money under this Lease are to be performed inDallas county, Texas' This I ease iJgoverned-foi all p,,rpor., by Texas law without reference toTexas choice of law rules. Any disp-ute_ arising out ot, in connection with or in relation to theinterpretation or perforrnance 'or

tt is Lease -rt

utt b" resolved by a Judge with appropriatejurisdiction sitting in a court in Dallas,_Dallas counfy, r.*r. By signing this Lease, Lessee andLessor waive their right to a jury trial. Thus, all disputes shall be tried to the coun.

(i) Paragraph headings are used in this Lease for convenience only and arenot to be considered in the intirpretation or construction of this Lease.

(t) upon written request from Lessor, Lessee agrees to furnish to Lessor acopy of each title opinion or report obiained uy ress"e tiru, .ou"r, all or any part of the Land,together with a copy of each titr; curative document obtained by Lessee.

(k) Lessor shall have the.right to inspect, and to copy at no charge to Lessor,any and all records of Lessee relating to this L"ur", irr"tuoirrg but not limited to records relatedto: (l) operations conducted on the-L"ur"; (2) the sale and marketing of production from theLease; (3) gas contracts; (4) transportation aireements, uno fsl the payment of royalties. Atreasonable intervals, but not -or. thun one ^(lf tim" p., y"ur, Lesso^huil huu. the right to auditLessee's books insofar as they relate to the foiegoin*

"1r"uronuut, intervals, but not more thanone (l) time per year, upon written request Lesiee s-hall provide Lessor *ittr r"t i"uals of digitalrecords the city reasonably determines to b^e necesru.y to-"orrauct the audit; and there shall be nocharge to Lessor for any reasonable cost of retrieving downloading, andTor printing any recordsor transactions stored in magnetic, optical, o, oth"". -"Jiu foriiats. Aii ;i the foregoinginformation shall be considered confidential, and shall be maintained by Lessor in confidenceexcept as otherwise required by law.

(D This Lease is binding upon and for the benefit of Lessor, Lessee, and theirrespective heirs, personal representatives, successors, and assigns.

(m) Lessor grants and conveys to Lessee a subsurface easement under andthrough the Land for the putpgt. of: (i) dritling and maintaining one or more well bores for oil orgas wells across' under, or through ttre tanoi.(ii) produft oil, gas, other hydrocarbons andassociated minerals from the Land-or lands in the urea or th" Land through such well bores; and:X3r[:flTji::.oil

and gas operations (incrudins ph;G;d abandonm-eniop"*tionr) through

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Page 13 of 52

p5f


(n) Nonvithstanding anything in this lease to the contrary, Lessee shall have theright to conduct sejsmic surveys on"the-tandl r"rror-ug."es that Lessee,s right to conductseismic survevs and related g.optyri"ui "p;;;"r;;iii

i"ro is excrusive. ouring the term ofthis Lease, Lessor, its succeslsot; ";J;;ridns,

will noigrurrt o, convey to any person or entity theright to enter on or cross the Land to cond-uct'seismic ;;;;, or related geophysical operations.(o)

.^ ,!.j:"r h"r"9l

.grants to Lessee a roadway easement to access thedrillsite(s) referred to in paragraph sia;-au.ove, and u pip.ri"" easement and right of way, and theright to lay, construct, operate, mainiain. inspect, ,"puii,-rrpruce, change the size of and removeil3"J:XT'"HH;il::ffi:1"$ffi'.*nution fr tn" on, g;-I. saseous substances produced rrom

(p) EXTENSI'N oprloN: Lessee is hereby given the option, to beexercised on or before the expiration of the Primary Term oi,rri, Lease, of extending this Leasefor an additional term of THnrB ypans years, as to all or any portion of the acreage then heldhereunder which would expire .rrrt".r-ro extended. The only action required by Lessee toexercise this option is the payment to Lessor at the address above or u' uoJiiionur ,u,o equal tothe bonus amount/acre wttictr *ur puiJror this rease, r", L.r, net mineral acre so extended. Ifthis Lease is extended a: lo- only u po*o" 9f the u"riu[""oue.ea hereby, Lessee shall designatesuch portion by a recordable i^tru-"tri. The right ofr"rr". to extend this Lease as providedherein is at the option, but not tt

" "Uiig;tion, of Lessee.

(q) If Lessee seeks a variance or waiver of any city, counfy or other governmentarentity ordinance, rule, reguration, orj.r -9r-o.1!", ,"q.ri."-"rrt rerating to drilling, compreting,operating' or producing anoil or gas well drilled on'trr" iurrd or in til" ur"u oiihe Land, thenLessor shall not unreasonabty oppo'se Lessee's request for such variance or waiver.

EXECI-IED on the date first written above.

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/)st

LESSOR:

r{r,, Oil and Gas Lease _ Group I Tracts

APPROVED AS To ForuI:

Name:Title:

STATE OF TEXAS

COUNTY OF DALLAS

This instrument was acknowledged before me on the l# 4?y of August 200g, by, rh.-..2V ^^,lr^i.--' of the City of Daitas, as the act

I

THE gITY qFDALLAS

MARCIE SAABEDRANoilrv Publla, Stlts of Tcxas

Mveomnnlralon €xPlrcr in and for Texis

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Page 15 of 52

STATE OF TEXAS

COUNTY OF DALLAS

If :'"':,ilyil::hHi#Hl#,f H"1g."?"r:.,-,",o1^"-r4dqlg{a."eust2008,byD,Stephen Forr, rhe president "i

f;i;ithe act of said company.

rry East Energy, LLC, a,$^-ii_ii"j ilil?i;;' r"##i,


I

LESSEE:

Notary Public itr und foiT&*

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Page 16 of 52

gtF

EXHIBIT A

(all recording references are to the official Public Records of Dallas county, Texasunless otherwise stated)

2'042'4631 acres of land, more or less, in Dallas county, Texas, comprised of one hundred thirty-seven(137) tracts of land, described as follows:

TRACT 1:

TRACT 2:

TRACT 3:

TRACT 4:

e Oil and Gas Lease _ Group I Tracts

0.LL acres of land , more or less, being Lot 4, Block 6569, of theaddition, City of Dallas, Texas, described in Volume e.g" -"- -li lr*ilo

also known as 11900 Ford Road, Dallas, texai.

( Dallas CAD Account N um ber: 000006049271OO0OO)

6.9255 acres of rand, more or ress, in Dailas county, Texas and being expressed in two(2) tracts as follows:

TRACT 24: 1.932 acres of land, more or less, out of the Jotrn C. Bevers Survey,Abstract r.66, described in warranty Deed dated August 11, i.9g9 from R. R. & s.Properties, Inc. to the City of Dallas recorded in ilolume g915g, page 2346,Official public Records, Dallas County, Texas; and

TRACT 2B; 4.9935 acres of rand, more or ress, out of the John C. Bevers survey,Abstract 1.6G, being that part of 17.4 acres of tano, iore or ress, described inwarranty Deed dated June 30, 1.950 from Francis J. McLean to the city of Dallasrecorded in Vorume 3336, page 243, Deed Records, Dailas county, Texas, whichlies west of lnterstate Highway 35, Dallas County, Texas.

(Dallas CAD Account Number: 65016623510OOOOOO)

9.2221 acres of rand, more or ress, in Dailas county, Texas, out of the John c. Beverssurvey, Abstract 166, Dailas county, Texas, being thai pa rt oi n.qacres of rand, more orless, described in warranty Deed dated June 30, j.950 from Francis J. Mclean to The cityof Dallas recorded in Vorume 3336, page 243, Deed Records, Dalras county, Texas, whichlies east of lnterstate Highway 35, Dallas County, Texas,

LEss AND EXcEpr 1.33 acres of rand, more or ress, out of the John c. Bevers survey,Abstract L66 and the w€ston perry survey, Abstract r.15r., described in warranty Deeddated August 11, '989 from The city of oailas to R. R. & i. p.p.rti"r, Inc. recorded inVolume 88i.58, page 2342, Official public Records, Dallas County, Texas.

(Dal las CAD Account Number: 6501662351OOOO1OO)

21"27 acres of rand, more or ress, rocated in Dailas, county, Texas, described as three (3)tracts of land as follows:

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Page 17 of 52

TRACT 4A: 11.62 acres of land, more or less, being a portion of the WestonPerry Survey, Abstract 1152, and described in that certain Warranty Deqd datedDecember 20, I9L7, from A. G. Kirksey and Susie M. Kirksey to City of Dallas,recorded in Volume 540, Page 21, Deed Records, Dal las County, Texas.

TRACT 4B; 3.9 acres of land, more or less, being a portion of the Weston perrySurvey, Abstract 1152, and described in that certain Warranty Deed datedDecember 20, 1.971, from A. G. Kirksey and Susie M. Kirksey to City of Dallas,recorded in Volume 540, Page 21, Deed Records, Dal las County, Texas.

TRACT 4C: 5.75 acres of land, more or less, being a portion of the Weston PerrySurvey, Abstract 1152, and described as part of a29.74 acre tract in that certainwarranty Deed dated November 25, tgtL, from c. E. Hudson to city of Dallas,recorded in Volume 534, Page 481, Deed Records, Dallas, Texas,

LESS AND EXCEPT, 22.9469 acres lying in the southern most portion of tractherein descr ibed, and

LESS AND EXCEPT, 0.443L acres of such tract lying in the north-eastern mostport ion of such tract herein descr ibed.

(Dal las CAD Account Num ber: 0000081 1327000000)

1,0.443t acres of land, more or less, located in Dallas county, Texas, being parts of theWeston Perry Survey, Abstract L152, and the Preston Witt Survey, A-1556, described intwo (2) tracts of land as follows:

Tract 5A: 10.0 acres of land, more or less, situated in the Preston Witt Survey, A-1566, and being further described as "Block 8457" in that certain plat recordedin Volume 7t, Page 092 of the Map Records, Dallas County, Texas.

Tract 58: 0.443r acres of land, more or less, situated in the weston perrySurvey, A-L152, and being further described as "Block 8456" in that certain platrecorded in Volume 67, Page t47 of the Map Records, Dallas County, Texas.

(Dallas CAD Account Number: 00000811330000000)

9.031 acres of land, more or less, located in Dallas county, Texas, out of the westonPerry survey, Abstract 1.151, Dallas county, Texas, being Lot 1, Block A, Elm Fork waterTreatment Plant Low Lift Pump Station, an Addition to the City of Carrollton, accordingto the plat thereof recorded in Volume 927Lt, Page 1"955, Official Public Records, DallasCounty, Texas.

(Dallas CAD Account Number: L404061OOA0O1O0O0)

27.77L3 acres of land, more or less, in Dal las county, Texas, out of the wi l l iam A.Downing survey, Abstract 391, described in warranty Deed dated November 22, tg72,

Tract 5:

TRACT 6:

TRACT 7:

Oil and Gas Lease - Group I Tracts Page 18 of 52

04t

TRACT 8:PROPOSEDDRILL SITELOCATION

rnlcr g:

from James E. Moore and wife, Virginia Moore to the City of Dallas recorded in Volume

72237, Page 1052, Deed Records, Dallas County, Texas.


120.364 acres of land, more or less, in Dallas County, Texas, out of the William Babbett

{a/k/a Babbitt) Survey, Abstract 155, Dallas County, Texas and being expressed in seven

(7) tracts as follows:

TRACT 8A: 16.8 acres of land, more or less, in the William Babbett (a/k/a

Babbitt) Survey, Abstract 155, described as "Tract No. 5" in warranty Deed

dated July 31, 1963, from John Field to the City of Dallas, recorded in Volume

120, Page 1470, Deed Records, Dallas County, Texas;

TRACT 88: 25.0 acres of land, more or less, in the William Babbett (a/k/a

Babbitt) survey, Abstract 155, described as "Tract No. 6" in warranty Deed

dated July 31, 1963, from John Field to the City of Dal las, recorded in Volume


TRACT 8C: 12.5 acres of land, more or less, in the William Babbett (a/k/a


dated July 3L, !963, from John Field to the City of Dallas, recorded in Volume


TRACT 8D: 20.0 acres of land, more or less, in the William Babbett (a/k/a


dated July 31, 1963, from John Field to the City of Dallas, recorded in Volume


TRACT 8E: 30.087 acres of land, more or less, out of the William Babbett (a/k/a

Babbitt) Survey, Abstract 155, described in Warranty Deed dated July 26, 1965,

from Bertha A. Luna to the City of Dallas recorded in Volume 6L9, Page 844,

Deed Records, Dallas CountY, Texas;

TRACT 8F: I2.I27 acres of land, more or less, out of the William Babbett (a/k/a

Babbitt) Survey, Abstract 155, described in Warranty Deed dated August 9, 1965

from J. w. sparkman and wife, Margaret sparkman to the city of Dallas,

recorded in Volume 631, Page 865, Deed Records, Dallas County, Texas; and

TRACT 8G: 3.85 acres of land, more or less, out of the William Babbett (a/k/a

Babbitt) Survey, Abstract 155, described in Warranty Deed dated November 2,

1964 from John Field to the City of Dallas recorded in Volume 438, Page 1043,

Deed Records, Dallas CountY, Texas.


11.073 acres of land, more or less, in Dal las County, Texas, and being expressed in six (6)

tracts as follows:

.'i,l' Oil and Gas Lease - Group I Tracts Page 19 of 52

05t

TRACT 9A: 2.37 acres of land, more or less, out of the Wil l iam M. Cochran,Survey,Abstract 279, described in Warranty Deed dated December L5, 1906 from M' C. Dooley

to The Chicago, Rock ls land and Gulf Rai lway Company recorded in Volume 367, Page

614, Deed Records, Dallas County, Texas;

TRACT 98: 2.49 acres of land, more or less, out of the Wil l iam M. CochranSurvey, Abstract 279, described in Warranty Deed dated December 19, 1906from Ella D. Long, nee Reed, and husband, Baxter Long to The Chicago, Rocklsland and Gulf Rai lway Company recorded in Volume 385, Page 570, DeedRecords, Dallas County, Texas;

TRACT 9C: 2.85 acres of land, more or less, out of the William M. CochranSurvey, Abstract 279, described in Warranty Deed dated December 19, 1906from El la D. Long, and husband, Baxter Long to The Chicago, Rock ls land andGulf Rai lway Company recorded in Volume 387, Page 37, Deed Records, Dal lasCounty, Texas;

TRACT 9D: 1.0 acre of land, more or less, out of the Wil l iam M. Cochran Survey,Abstract 279, described in Warranty Deed dated December 15, 1906 from R. H'Myers and wife, Fannie A. Myers to The. Chicago, Rock ls land and Gulf Rai lwayCompany recorded in Volume 367, Page 615, Deed Records, Dallas County,Texas;

TRACT 9E: 2.34 acres of land, more or less, out of the Wil l iam M' CochranSurvey, Abstract 279, descr ibed in Judgment dated November 29,1907, whereinThe Chicago, Rock lsland and Gulf Railway Company recovered from JosephNicholson and wife, Annie Nicholson, said 2.34 aces, recorded in Volume 415,Page 596, Deed Records, Dallas County, Texas; and

TRACT 9F: 3.96 acres of land, more or less, out of the William M. CochranSurvey, Abstract 279, described in Warranty Deed dated December 15, 1906from R. H. Stewart to The Chicago, Rock lsland and Gulf Railway Companyrecorded in Volume 385, Page 564, Deed Records, Dallas County, Texas,

LESS AND EXCEPT 3.937 acres of land, more or less, out of the Wil l iam M'Cochran Survey, Abstract 279, described in Quitclaim Deed dated April 28, L984from The Chicago, Rock lsland and Pacific Railroad Company to Sydney E. Lewisrecorded in Volume 84096, Page 3035, Official Public Records, Dallas County,Texas,

Leaving Lt.O73 acres of land, more or less.

( Da I las CAD Account N um ber: 65027 972510040000)

TRACTS 10 & 11: 18.389 acres of land, more or less, in Dallas County, Texas, out of the William M.Cochran Survey, Abstract 279, Dallas County, Texas, being expressed in two (2) tracts asfol lows:

Oil and Gas Lease - Group I Tracts Page 20 of 52t)lP

TractTract

L0:TT:

TRACT 10-114: 17.389 acres of land, more or less, out of the Wil l iam M. CochranSurvey, Abstract 279, described in Warranty Deed dated December 10, 1951from Zel la Mae Moore and husband, King Moore, et al , to The City of Dal las,recorded in Volume 3605, Page 259, Deed Records, Dal las County, Texas; and

TRACT 10-118: 1.0 acre of land, more or less, out of the Wil l iam M. CochranSurvey, Abstract 279, described in Warranty Deed dated July 8, L962 from W. D.Self and wife, Dosha E. Self to The City of Dallas, recorded in Volume 3700, Page601, Deed Records, Dallas County, Texas.

(Dallas CAD Account Number: 00000604507000000)( Dallas CAD Account N umber: 00000504006000000)

TRACT 12: 0.50 acres of land , more or less, being Lot 6552, Block 7, of theaddit ion, City of Dal las, Texas, descr ibed in Volume Page - Document No.

also known as 2265 Wisconsin Street, Dallas, Texas.

TRACT 13:


2L3.Ot acres of land, more or less, in Dallas County, Texas, out of the Archer FykeSurvey, Abstract 481., Thomas C. Williams Survey, Abstract 1573, and Edward W. HuntSurvey, Abstract 575, described in seven (7) tracts:

TRACT 13A: containing 3.9 acres bf land, more or less, in the Thomas C. Wil l iamsSurvey, Abstract 1573, described as "TRACT ONE" in Warranty Deed datedJanuary 3t, 1964 from The Crockett Company, a Texas corporation to the City ofDal las, a municipal corporat ion, recorded in Volume 244, Page 323, DeedRecords, Dallas County, Texas;

TRACT 138: containing 20.8 acres of land, more or less, in the Thomas C.Williams Survey, Abstract 1573, described as "TRACT TWO" in Warranty Deeddated January 3I, 1964 from The Crockett Company, a Texas corporation to theCity of Dallas, a municipal corporation, recorded in Volume 244, Page 323, DeedRecords, Dallas County, Texas;

TRACT 13C: containing 81.71 acres of land, more or less, in the Edward W. HuntSurvey, Abstract 575 described as "TRACT THREE" in Warranty Deed datedJanuary 3t,1964 from The Crockett Company, a Texas corporation to the City ofDalfas, a municipal corporation, recorded in Volume 244, Page 323, DeedRecords, Dallas County, Texas,

LESS AND EXCEPT: 9.75 acres of land, more or less, in Dallas County, Texas, outof the Edward W. Hunt Survey, Abstract 575, being the southernmost 9.75 acresof a tract of land containing 81.71 acres of land, more or less, out of the EdwardW. Hunt Survey, Abstract 575, described as "Tract 3" in Warranty Deed datedJanuary 3L, 1964, from The Crockett Company to The City of Dallas, recorded inVolume 244, Page 323, Deed Records, Dallas County, Texas.

Oil and Gas Lease - Group I Tracts Page?loI 52ptr

TRACT 1.3D; containing 51.89 acres of land in the Archer Fyke Survey, Abstract481, described as "TRACT EIGHT" in Warranty Deed dated January 3L, 7964from The Crockett Company, a Texas corporation to the City of Dallas, amunicipal corporat ion, recorded in Volume 244,Page 323, Deed Records, Dal lasCounty, Texas;

TRACT 13E: containing 1.7.82 acres of land in the Thomas C. Wil l iams Survey,Abstract 1573; described as "Tract No. 1." in Warranty Deed dated July 31, 1963from John Field to the City of Dal las, a municipal corporat ion, recorded inVolume t2O, Page L470, Deed Records, Dallas County, Texas;

TRACT 13F: containing 25.5 acres of land in the Thomas C. Wil l iams Survey,Abstract 1573 described as "Tract No. 2" in Warranty Deed dated July 31, 1963from John Field to the City of Dal las, a municipal corporat ion, recorded inVolume 120, Page 1470, Deed Records, Dallas County, Texas;

TRACT 13G: containing 43.56 acres of land in the Archer Fyke Survey, Abstract481 described as "Tract No. 3" in Warranty Deed dated July 31, 1963 from JohnField to the City of Dal las, a municipal corporat ion, recorded in Volume 120,Page 1,470, Deed Records, Dallas County, Texas;

SAVE AND EXCEPT: 22.42 acres of land, more or less, in Dallas County, Texas,out of the Archer Fyke Survey, described in Indenture from the City of Dallas toCarla Broadcasting Inc., recorded in Volume 70064, Page 900, Deed Records,Dallas County, Texas.

Containing 2L3.Ot acres of land, more or less.

( Dallas CAD Account N um ber: 00000815806000000)

80.0 acres of land, more or less, in Dallas County, Texas, out of the W. D. DowningSurvey, Abstract 39L, described as "Tract No. 9" in Warranty Deed dated July 31, L953from John Field to the City of Dallas recorded in Volume 120, Page L470, Deed Records,Dallas County, Texas.

(Dallas CAD Account Number: 000008L5824000000)

48.4L acres of land, more or less, in Dallas County, Texas, out of the Archer Fyke Survey,Abstract 48L, described as "Tract No. 4" in Warranty Deed dated July 31, 1963 fromJohn Field to the City of Dallas recorded in Volume I2O, Page 1470, Deed Records, DallasCounty, Texas.


18.81 acres of land, more or less, in Dallas County, Texas, out of the Archer Fyke Survey,Abstract 481, described as "Tract 9" in Warranty Deed dated Janua ry 3\, L964, from The


TRACT 15:

TRACT 16:

p5fOil and Gas Lease - Group I Tracts Page22of 52

crockett company to the city of Dallas recorded in Volume 244, page 323, DeedRecords, Dallas County, Texas.


9.75 acres of land, more or less, in Dallas county, Texas, out of the Edward w. HuntSurvey, Abstract 575, being the southernmost 9.75 acres of a tract of land containing8L.TL acres of land, more or less, out of the Edward w. Hunt survey, Abstract 575,described as "Tract 3" in warranty Deed dated January 3!, !964, from The crockettcompany to The city of Dallas, recorded in Volume 244, page 323, Deed Records, DallasCounty, Texas.

( Da I las CAD Account N um ber: 00000815788000000)

5.0 acres of land, more or less, in Dallas county, Texas, out of the Archer Fyke survey,Abstract 481, described in Special Warranty Deed dated July 22,1964 from McKesson &Robbins, Incorporated to the city of Dallas recorded in volume 3gg, page g09, DeedRecords, Dallas County, Texas.

(Dallas CAD Account Number: 000008 j.5813000000)

5.25 acres of land, more or less, located in Dallas County, Texas, out of the w. A.Downing Survey, Abstract 391, described as TRACT FIVE in Warranty Deed dated January3t, 1964 from The crockett company to the city of Dallas, recorded in volume 244,Page 323, Deed Records, Dallas County, Texas.


TRACT 20: 0.L3 acres of land , more or less, being Lot Block , of the

TRACT 21:

addition, city of Dallas, Texas, described in Volume page , Document No.also known as L700 Royal Lane, Dallas, Texas.


3.82 acres of land, more or less, located in Dallas county, Texas, out of the Edward w.Hunt Survey, Abstract 575, described in Warranty Deed dated November 3, 1906 from J.J. McAl l ister and wife, M. F. McAl l ister to The Chicago, Rock ls land and Gulf Rai lwaycompany, recorded in Volume 382, Page 454, Deed Records, Dallas county, Texas.

10.08 acres of land, more or less, in Dallas county, Texas, expressed in three (3) tracts:

TRACT 22A: 2.6 acres of land, more or less, out of the wi l l iam M. cochransurvey, Abstract 279, described in warranty Deed dated December 15, 1906from w, D. webb to The chicago, Rock ls land and Gulf Rai lway companyrecorded in Volume 385, Page 566, Deed Records, Dallas County, Texas,

TRACT 228: 1.7 acres of land, more or less, out of the Thomas c. wi l l iamssurvey, Abstract L573, described in warranty Deed dated February 12, lgoT

TRACT 17:

TRACT 18:

TRACT 19:

TRACT 22:

:flr Oil and Gas Lease - Group I Tracts Page23 of 52

plr

f rom James H. Mathis to The Chicago, Rock ls land and Gulf Rai lway Companyrecorded in Volume 419,Page 98, Deed Records, Dallas County, Texas.

TRACT 22C; 5.78 acres of land, more or less, out of the Edward W.Hunt Survey,Abstract 575, described in Warranty Deed from S. B. Scott to The Chicago, Rocklsland and Gulf Rai lway Company recorded in Volume 385, Page 327, DeedRecords, Dallas County, Texas.


TRACT 23: 0.35 acres of land , more or less, being Lot 166, Block 6533, of theaddit ion, City of Dal las, Texas, descr ibed in Volume Page - Document No.

also known as 2488 Fabens Road, Dallas, Texas.


TRACT 24: 0.44 acres of land , more or less, being Lot 86, Block 6532, of theaddit ion, City of Dal las, Texas, descr ibed in Volume Page , Document No.

also known as 2476 Glenda Lane, Dal las, Texas.


TRACT 25: 0.49 acres of land , more or less, being Lot 126, Block 6533, of the Mesquite Oaks Parkaddit ion, City of Dal las, Texas, descr ibed in Volume Page . Document No.

also known as 2487 Glenda Lane, Dallas, Texas.


TRACT 26: 0.24 acres of land , more or less, being Lot 43, Block G529, of theaddition, City of Dallas, Texas, described in Volume page - Document No.

also known as 2450 Merrel l Road, Dal las, Texas.


TRACT 27: 0.37 acres of land , more or less, being Lot 11..L, Block 6529, of theaddition, City of Dallas, Texas, described in Volume page , Document No.

also known as2452 Southwell Road, Dallas, Texas.


TRACT 28: 0.76 acres of land , more or less, being Lot 66, Block 6532, of theaddition, City of Dallas, Texas, described in Volume Page . Document No.

also known as 2453 Merrell Road, Dallas, Texas.

( Da llas CAD Account N umber: 00000603 1 19000000)

Oil and Gas Lease - Group I Trects Page24of 52

0tF

TRACT 29: 2.98 acres of land , more or less, being Lot Block 6508, of the

TRACT 3O:

addit ion, City of Dal las, Texas, descr ibed in Volume 2005053, Page 9298, Document No'also known as 2100 Walnut Hi l l Lane, Dal las, Texas.


44.35 acres of land, more or less, located in Dallas County, Texas, out of the J. L. HuntSurvey, Abstract 588, descr ibed in Warranty Deed dated January 3,2005, from ADRCC,LTD. to the City of Dallas, recorded in Volume 2005011., Page 8885, Deed Records, DallasCounty, Texas.


22.9I acres of land, more or less, located in Dallas County, Texas, out of the J. L. HuntSurvey, Abstract 588, described in Warranty Deed dated August 17, 2004, fromPromociones Rio Nilo USA, Inc, to the City of Dallas, recorded in Volume 2004224,Page12443, Deed Records, Dallas County, Texas.


TRACT 31:

TRACT 34:

TRACT 32: 0.25 acres of land , more or less, being Lot 1.11, Block 8371, of theaddition, City of Dallas, Texas, described in Volume Page , DocumentNo. , also known as 10542 Luna Road, Dallas, Texas.


TRACT 33: 3.92 acres ofaddition, City

land , more or less, being Lot Block 8372, of theof Dallas, Texas, described in Volume 91060, Page 2779, Document No.

also known as 1633 Cal i fornia Crossing, Dal las, Texas.

( Da I las CAD Account N um ber: 00000806872000000)

40 acres of land, more or less, in Dallas County, Texas, out of the William Babbett (a/k/aBabbitt) Survey, Abstract 155, described in two (2) tracts:

TRACT 34A: 40 acres of land, more or less, out of the William Babbett (a/k/aBabbit t )Survey, Abstract 155, descr ibed in Warranty Deed, dated Apri l7,L91L,from W. H. Mahana to City of Dallas recorded in Volume 517, Page 433, DeedRecords, Dallas County, Texas, SAVE AND EXCEPT 5 acres of land , more or less,out of the William Babbett (a/k/a Babbitt) Survey, Abstract 155, described inWarranty Deed dated September 16, 1930, from the City of Dallas to Joe Y. Fieldrecorded in Volume 1648, Page 529, Deed Records, Dallas County, Texas; and

TRACT 34B: 5 acres of land, more or less, out of the William Babbett (a/k/aBabbitt) Survey, Abstract 155, described in Warranty Deed, dated September 6,1930, from Joe Y. Field to the City of Dallas recorded in Volume L674, Page 3\2,Deed Records, Dallas County, Texas.

,.{[u Oil and Gas Lease - Group I Tracts Page 25 of 52

0J(

TRACT 35:


0.28 acres of land , more or less, being Lot 1 '12, Block 8371, of the

addit ion, City of Dal las, Texas, descr ibed in Volume Page --- ' Document No'

also known as 10536 Luna Road, Dal las, Texas'


TRACT 36: 2.36 acres of land , more or less, being Lots 1-4, Block 8374, of the

TRACT 37:

addition, City of Dallas, Texas, described in Volume 74t, Page 0947, Document No'

, also known as 10704 Luna Road, Dal las, Texas'


10.0 acres of land, more or less, in Dal las County, Texas, out of the Wil l iam M. Downing

Survey, Abstract 391, described in Warranty Deed dated December 30, 1986, from Mary

Louise Jeffre Baker to The City of Dallas, recorded in Volume 87124, Page 1805, Official

Publ ic Records, Dal las County, Texas,


6.59 acres of land, more or less, located in Dal las County, Texas, out of the Wil l iam A.

Downing Survey, Abstract 391, described as "rract 2" in warranty Deed dated

September 7, tg64 from G. W. Story, et al, to the City of Dallas, recorded in Volume 440,

Page 809, Deed Records, Dallas County, Texas'


TRACT 38:

TRACT 39: 0.93 acres of land , more or less, being Lot Block ' of the

TRACT 40:

addition, city of Dallas, Texas, described in Volume Page -, Document No'

also known as 1680 W' Northwest Highway, Dallas, Texas'


65.24 acres of land, more or less, located in Dallas County, Texas, out of the Edward W.

Hunt Survey, Abstract 575, described as "Tract Four" in Warranty Deed dated January

37, Lg64, from The Crockett Company to the City of Dallas, recorded in Volume 244,

Page 323, Deed Records, Dallas County, Texas.


4.5484 acres of land, more or less, located in Dal las County, Texas, out of the Wil l iam

Babbett (a/k/a Babbit t )Survey, Abstract 155, descr ibed in Warranty Deed dated, March

1g, Ig82, from Earl Jackey and wife, Catherine Jackey to City of Dallas, recorded in

Vof ume 82058, Page 374, Deed records, Dallas County, Texas.

( Dal las CAD Account N um ber: 000006018 13000000)

TRACT 41:

Oil and Gas Lease - Group I Tracts Page26of 52

gtt

6.46 acres of land, more or less, located in Dal las County, Texas, out of the Joshua

Mccants survey, Abstract 934, described as "Tra6t 4" in warranty Deed dated January 2,

1964, from Mary Jane Mayfield, et al to the city of Dallas, recorded in Volume 22t'Page

L797, Deed Records, Dallas County, Texas.


62.00 acres of land, more or less, located in Dal las county, Texas, out of the Joshua

McCants Survey, Abstract 934, described in two (2) tracts as follows:

TRACT 43A: 25.85 acres of land, more or less, described as "Tract 6, Part A" in

that certain Warranty Deed dated January 3L, !964, from The Crockett

C o m p a n y t o t h e C i t y o f D a | | a s , r e c o r d e d i n V o | u m e 2 4 4 , P a g e 3 2 3 , D e e dRecords, Dallas CountY, Texas; and

TRACT 43B: a portion of "Tract 7" in such deed, being that portion of such tract

which l ies within the Joshua McCants Survey'



addi t ion, Ci ty of Dal las, Texas, descr ibed in Volume - , Page , Document No'

a lso known as 10401 Wi ldwood Dr ive, Dal las, Texas '

TRACT 42:

TRACT 43:

TRACT 45:

TRACT 46:

( Dallas CAD Account N um ber: 000008068 12000000)

2.60 acres of land , more or less, being Lot Block ' of the

addition, City of Dallas, Texas, described in Volume Page - ' Document No'

also known as 2500 Manana Drive, Dal las, Texas'


1.84 acres of land , more or less, being Lot Block 6509, of the ----._.-

addit ion, City of Dal las, Texas, descr ibed in Volume Page ' Document No'

also known as 2529 Manana Drive, Dallas, Texas'




also known as2550 Manana Drive, Dal las, Texas'


i-i& Oil and Gas Lease - GrouP I Tracts Page27 of 52

0tr


addit ion, c i ty of Dal las, Texas, descr ibed in Volume 5806, Page 0641, Document NO'

also known as 2550 Walnut Hi l l Lane, Dal las, Texas'

TRACT 49:

(Dal las CAD Account Number: 00650900000000100)

51.93 acres of land, more or less, located in Dal las County, Texas, out of the Joshua

McCants Survey, A-934, and being the same land described as "Tract 3", in Warranty

deed dated January z, !964, from Mary Jane Mayf ield and Lucy K. Belknap to the ci ty of

Dalf as, recorded in Volume 227, Page t797, of the Deed Records of Dallas County, Texas'


96.5g2 acres of land, more or less, located in Dal las County, Texas, out of the Joshua

McCants survey, Abstract 934, and being 102.06 acres, mgre or less, described as "Tract

2,, in warranty Deed dated January 2, L964, from Mary Jane Mayf ield and Lucy K'

Belknap to City of Dallas, recorded in Volume 22!, Page 1797, Deed Records, Dallas

County, Texas,

LESS AND EXCEPT that portion thereof lying within the right-of-way of the chicago Rock

lsland & Gulf Rai lway Co. descr ibed in a deed recorded in Volume 386, Page 116, Deed

Records, Dal las CountY, Texas, and

LESS AND EXCEPT that port ion thereof which l ies in the bed of the Tr ini ty River '


25.85 acres of land, more or less, located in Dallas county, Texas, out of the Joshua

McCants survey, Abstract 934, described as "Tract 6: Part A" in warranty Deed dated

February 4,Ig64,from The Crockett Company to the City of Dal las, recorded in Volume

244,Page 323, Deed Records, Dallas County, Texas.


TRACT 50:

TRACT 51:


addition, city of Dallas, Texas, described in Volume 244, Page 0323, Document No'

also known as 10405 Wildwood Drive, Dallas, Texas'


TRACT 53: 1.60 acres of land , more or less, being Lot 4, Block 6488, of the

addition, City of Dallas, Texas, described in Volume Page ' Document No'

also known as 190L Sandy Lane, Dallas, Texas'

(Dallas,CAD Account Number: 00000601297000000)

Oil and Gas Lease - GrouP I Tracts Page 28 of 52

0tf

0.33 acres of land, more or less, being Lot l '1, Block 8363' of the

addit ion, c i ty of Dal las, Texas, descr ibed in Volume Page _- ' Document No'

also known as 2L00 Sandy Lane, Dal las, Texas'

(Dallas CAD Account Number; 00000806710000000)

1.33 acres of land , more or less, being Lot 11, Block 8353' of the


also known as 2L04 Sandy Lane, Dallas, Texas'

(Dallas CAD Account Number: 000008067L3000000)


TRACT 57:

addit ion, c i ty of Dal las, Texas, descr ibed in Volume -, Page -, Document No'

also known as 21'08 Sandy Lane, Dal las, Texas'

( Dallas CAD Account N um ber: 000008057 16000000)

4.00 acres of land , more or less, being Lot 11, Block 8363, of the -...-


, also known as 2L10 Sandy Lane, Dal las, Texas'


8.283 acres of land, more or less, in Dal las county, Texas, out of the El i Merr i l l survey, A-

g78, described as "Tract NO. 1", in confirmation warranty Deed, dated January 28,

1975, and recorded in Volume 75030, Page 7404, of the Deed Records of Dallas county'

Texas.


5.637 acres of land, more or less, in Dal las county, Texas, out of the El i Merr i l l survey, A-

978, descr ibed as "Tract No.2", in Condemnation dated January 28,!975, and recorded

in Volume 75030, Page 1399, Deed Records, Dallas County, Texas'


15.9 acres of land, more Or less, located in Dallas county, Texas, out of the Harvey H'

Newton survey, Abstract 1075, described as "Tracl !" in warranty Deed dated october

31, 1960, from Lamar Hunt to Trinity Bend co., recorded in Volume 55t7, Page 279'

Deed Records, Dallas CountY, Texas.


TRACT 58:

TRACT 59:

TRACT 60:

TRACT 61.: 29.7 acres of land, more or less,Survey, Abstract 978, being 34.71961, from Lamar Hunt to TrinitYRecords, Dallas CountY, Texas,

located in Dallas County, Texas, out of the Eli Merrell

acres described in Warranty Deed dated January 1,

Bend Co., recorded in Volume 5517, Page 283, Deed

fi$ Oil and Gas Lease - GrouP I Tracts PageZ9 of 52

05f

TRACT 62:

TRACT 63:

TRACT 64:

TRACT 65:

TRACT 66:

LESS AND EXCEPT that port ion of such tract ly ing south of the Elm Fork of the Tr ini tyRiver.


19.043 acres of land, more or less, in Dal las County, Texas, out of the El i Merr i l l Survey,A-978, and being described as "Tract 1", in Condemnation No. CC-73-7384-d, by the Cityof Dal las, as Pet i t ioner, vs. John Meaders and First Nat ional Bank In Dal las, IndependentExecutors and Trustees under Will of Jesse Meaders Huffines, Deceased, et al,Defendants and filed of record in Volume 7325t, Page 1660, of the Deed Records ofDallas County, Texas.


43.0 acres of land, more or less, in Dallas County, Texas, out of the Eli Merrell Survey,Abstract 931, described as "First Tract" in Warranty Deed dated January 1, 1964 fromBen H. Carpenter to the City of Dallas, recorded in Volume 244,Page 425, Deed Records,Dallas County, Texas.


2t.26acres of land, more or less, located in Dallas County, Texas, out of the Eli MerrellSurvey, Abstract 931, described as "Tract 5" in Warranty Deed dated January 2, L964,from Mary Jane Mayfield, et al to the City of Dallas, recorded in Volume 22L, Page t797,Deed Records, Dallas County, Texas.


2.44 acres of land, more or less, being Lot 3.2, Block 8/6495, of the Lombardy BusinessPark addition, City of Dallas, Texas, described in Volume 2OOLO57, Page 5253, DocumentNo. , also known as 10700 Finnell Street, Dallas, Texas.


7.529 acres of land, more or less, located in Dal las County, Texas, out of the BenjaminMerrell Survey, Abstract 932, described in Warranty Deed dated January 1, 1961, fromLamar Hunt Trust Estate to Trinity Bend Company, recorded in Volume 5517, Page 287,Deed Records, Dallas County, Texas.

( Da llas CAD Account N um ber: 00000601585000000)

TRACT 67: 4.75 acres of land , more or less, being Lot Block 6496, of theaddit ion, City of Dal las, Texas, descr ibed in Volume Page , Document No.

, also known as 2276 W. Northwest Highway, Dallas, Texas.

( Da I las CAD Accou nt N um ber: 000006015 19000000)

Oil and Gas Lease - Group I l}rcts Page 30 of 52

lt(

TRACT 68: 5.11 acres of land, more or less, being Lot Block 6498, of theaddit ion, City of Dal las, Texas, descr ibed in Volume Page - Document No.

also known as2277 W. Northwest Highway, Dallas, Texas.

( Dallas CAD Account N u m ber: 00000601588000000)

TRACT 69: 14.26 acres of land, more orMerrell Survey, Abstract 932,Lamar Hunt to Tr ini ty BendDallas County, Texas.

(Dal las CAD Account Number:

less, located in Dallas County, Texas, out of the Benjamindescribed in Warranty Deed dated January 1, 1961, from

Co., recorded in Volume 5517, Page 281, Deed Records,

00000601600000000)

Document

TRACT 70:

TRACT 71:

TRACT 72:

TRACT 73:

TRACT 74: 0.22 acres of land , more or less, being Lots 13 & 14, Block E/651.4, of theaddition, City of Dallas, Texas, described in Volume 2OO2O9L, Page 09081,No. , also known as 11061 Shady Trai l , Dal las, Texas.


16.14 acres of land, more or less, located in Dal las County, Texas, out of the BenjaminMerrell Survey, Abstract 932, described as "Tract 2" in Warranty Deed dated October31, 1960, from Lamar Hunt to Tr ini ty Bend Co., recorded in Volume 55L7, Page 279,Deed Records, Dallas County, Texas.


!7.2L27 acres of land, more or less, located in Dallas County, Texas, out of the FranklinBowles Survey, Abstract 69, being the Marcus Park Addition, an addition to the City ofDallas according to the plat thereof, recorded in Volume 90007, Page 2508, DeedRecords, Dallas County, Texas.

(Dallas CAD Account Number: 0065950A0016A0000)

1.12 acres of land , more or less, being Lot 6, Block C/6463, of theaddit ion, City of Dal las, Texas, descr ibed in Volume Page , Document No.

also known as Dallas, Texas.


0.31 acres of land , more or less, being Lot Block 6599, of theaddition, City of Dallas, Texas, described in Volume 2002243, PageNo. , also known as 10800 Channel Drive, Dallas, Texas.


02751, Document

..#i Oil and Gas Lease - Group I Tracts Page 3l of 52

05t

TRACT 75: 0.19 acres of land , more or less, being Lot 11A.1, Block E/65I3, of theaddition, City of Dallas, Texas, described in Volume 2OO4O4'/, page

08000, Document No. , also known as 11i.05 shady Trai l , Dal las, Texas.


8.005 acres of land, more or less, in the Harr ison webb survey, Abstract 1526, Dal lasCounty, Texas, described in three (3) tracts as follows:

TRACT 76:

TRACT 77:

TRACT 79:

TRACT 76A: that tract identified as "park, on page 56-A of the plat ofBrownwood Park, an Addit ion to the City of Dal las, according to the plat thereofrecorded in Volume 18, Page 55, Map Records, Dal las County Texas;

TRACT 768: al l the land owned by The City of Dal las in that 1.6 acre tract of landdescribed in warranty Deed dated April 1.5, 1955 from R. R. Ryan and wife, MaryElizabeth Ryan to the city of Dallas recorded in Volume 4246,page 565, DeedRecords, Dallas County Texas; and

TRACT 76C: al l the land owned by The City of Dal las in that 3.213 acre tract offand described in Warranty Deed dated March t2, Lg54 from Ruth D. Holifieldand husband, R. B. Hol i f ie ld recorded in Volume 403G, page 372, Deed Records,Dallas County, Texas.


6.372 acres of land, more or less, located in Dal las county, Texas, out of the James J.Mooneyham Survey, Abstract 929, described as that tract of 6.372 acres "Dedicated toThe city of Dallas for public use" as shown on page 979 of the plat of walnut Gardens,an Addit ion to the ci ty of Dal las, adopted by Mashal l Matson and E. clay pearce,recorded in Volume 954, Page 977 , Deed Records, Dallas County, Texas.

(Dallas CAD Account Number: O0OO0S85964000000)

TRACT 78r L.L4 acres of land, more or less, being Lot 1, Block 5777, ol theaddit ion, c i ty of Dal las, Texas, descr ibed in Volume page , Document No.

also known as 10428 Denton Drive, Dallas, Texas.

( Dal las CAD Account N um ber: 00000433537OOOOOO)

3.24 acres of land , more or less, being Lot Block 6471, of the _addition, city of Dallas, Texas, described in Volume page , Document No.

also known as 1052L Harry Hines Blvd., Dal las, Texas.

(Dallas CAD Account Number: 00000600502OOOOOO)

Oil and Gas Lease - Group LTracts Page32of 52

0st

0.9L acres of land , more or less, being Lot 1, Block 5777, of theaddition, city of Dallas, Texas, described in Volume erg"

- .;;;;.t tJol

, also known as 2g44 Lombardy Lane, Dallas, Texas.


0'44 acres of land , more or ress, being Lot 16c, Block A/s77s, of the webb chaper Retai lCenter addit ion, City of Dal las, Texas, descr ibed in Volume page ,Document No' arso known as 3434 Webb chaper Extension, Dai las,Texas.

(Dallas CAD Account Number: 005775000416C0000)

7 .42 acres of land , more or ress, being Lot 164, Block A/s775, of the webb chaper RetailCenter addition, City of Dallas, Texas, described in Volume pageDcicument No' , arso known as 3440 webb chaper Extension, Dailas,Texas.

(Dal las CAD Account Number: OO5775O0OA1640000)

1.84 acres of land , more or ress, being Lot 168, Brock A/s77s, of the webb chaper Retai lcenter addit ion, c i ty of Dal las, Texas, descr ibed in Vorume pageDocument No' , arso known as g655 webb chaper Extension, Dai las,Texas.

(Dal las CAD Account Number; 0O5775O0OA16BOOOO)

0.99 acres of land , more or less, being Lot Block 5777, of theaddition, City of Dallas, Texas, described in Volume e"gu

-lD;;;;;G:

also known as 10300 Overlake Drive, Dallas, texar

(Dallas CAD Account Number; OOOO0433582OO000O)

2'55 acres of land, more or ress, being Lots 1-A through 2-c, Brock r /s77g, of theaddition, City of Dallas, Texas, described in Volume 9g155, page

91.11: o".rment No. atso known as 3001 Cornrnrni,V ,ri*-'r.,L"r,Texas.

TRACT 80:

TRACT 81:

TRACT 82:

TRACT 83:

TRACT 84:

TRACT 85:

,Jflli Oil and Gas Lease * Group I Tracts

TRACT 86:

TRACT 87; 0.1,7 acres of land , more or


0.28 acres of land, more or less, being Lot g, Block g/5776, of theaddition, City of Dallas, Texas, described in Volume erg"

- - .6;;;;t i l;

a lso known as 3361 Community Drive, Dal las, fexas.

(Dallas CAD Account Number: OOOOO432}TOO0OOOO)

fess, being Lot Block A/5775, of theDal las, Texas, descr ibed in Volume 99021, page

I

H

addition, City of

Page 33 of 52

05r

1.292, Document No. also known as 3440 Webb Chapel Extension,Dallas, Texas.


8.816 acres of land, more or less, in Dal las County, Texas, out of the Wil l iam C. Tr imblesurvey, Abstract L484, being the part of the 22.1324 acre tract of land described inwarranty Deed dated November 26,1.gol f rom J. s. Gavin, et al , to The ci ty of Dal lasrecorded in Volume 280, page 40, Deed Records, Dallas county, Texas, which lies northand east of Lemon Avenue, Dallas, Texas.

(Dallas CAD Account Number: OOOOO3Z27 47OOO00O)

1.62 acres of land, more or less, being Lot 20, Block 7702, of the _addit ion, c i ty of Dal las, Texas, descr ibed in Volume page , Document No.also known as 440! l rv ing Boulevard, Dal las, Texas.


t7 .67 acres of land, more or less, located in Dallas County, Texas, out of the John Howellsurvey, Abstract 584, described as "Tract 2" in warranty Deed dated May 1, L960, fromLamar Hunt to Trinity Bend co., recorded in Volume 5517, page 27t, Deed Records,Dallas County, Texas.


10.35 acres of land, more or less, rocated in Dallas county, Texas, out of the Harvey H.Newton survey, Abstract 1075, described in warranty Deed dated october 31, 1960,from Lamar Hunt to Trinity Bend co., recorded in Volume 5517, page 273, DeedRecords, Dallas county, Texas, and according to the plat thereof, recorded in Volume 66,Page 209, Map Records, Dallas County, Texas.

(Dallas CAD Account Number: 00000806692OO0OOO)

22.73 +lAs acres of land, more or less, located in Dallas county, Texas, out of theHarrison Webb Survey, Abstract 1586, being described herein as two (2) tracts of land asfollows:

TRACT 92A: 15.48 acres of land, more or less, located in the Harrison webbsurvey, Abstract 1586, and described as TRACT oNE in that certain WarrantyDeed dated July 1, 1960, from Lamar Hunt rrust Estate to Trinity Bend co.,recorded in Volume 551.7, page 2g5, Deed Records, Dallas county, Texas, {rsE

TRACT 88:

TRACT 89:

TRACT 90;

TRACT 91.:

TRACT 92:

Oil and Gas Lease - Group I Tracts Page34oI 52

TRACT 92B: 7.25 acres, more or less, located in the Harrison Webb Survey,

Abstract 1586, and described as TRACT TWO in that certain Warranty Deed

dated July 1, 1960, from Lamar Hunt Trust Estate to Trinity Bend Co., recordedin Volume 5517, Page 285, Deed Records, Dal las County, Texas.


TRACT 93: 0.83 acres of land , more or less, being Lot Block 8360, of theaddit ion, c i ty of Dal las, Texas, descr ibed in Volume Page _, Document No.

also known as 1431" Storey Lane, Dallas, Texas.


TRACT 94: This tract is included in Tract 92A above.

land eenveyed te €ity ef Dallas, a Texas muni€ipal eerperatien in Velume 7125Ii lage


TRACT 95: 3.00 acres of land , more or less, being Lot Block 8360, of theadd i t ion ,C i tyo fDa| |as ,Texas ,descr ibed inVo|ume

also known as L434 Storey Lane, Dallas, Texas.


TRACT 96: 29.200 acres of land, more or less, out of the Dickerson Parker Survey, A-1113, in Dallas

DRILL SITE County, Texas, and being all of the land described in Warranty Deed dated October 20,

LOCATION 1999, from Promociones Rio Nilo, USA., Inc. to the City of Dallas, recorded in Volume99206,Page1475, ofthe Deed Records of Dallas County, Texas.

(Dallas CAD Account Number: 005797000A0070000)


addit ion, City of Dal las, Texas, descr ibed in Volume Page - Document No.200503549952, also known as 9819 Harry Hines Boulevard, Dal las, Texas.


TRACT 98; 3\.L25 acres of land, more or less, located in Dallas County, Texas, out of the DickersonParker Survey, Abstract 1113, described as "Tract One" in Warranty Deed dated May 1,1960, from Lamar Hunt to Trinity Bend Co., recorded in Volume 5517, Page 27L, DeedRecords, Dallas County, Texas,


:1ff1 Oil and Gas Lease - Group I Tracts Page 35 of 52

05f

TRACT 99:

TRACT 1OO:

TRACT 1-06:

30.00 acres of land, more or less, in Dallas County, Texas, out of the Dickerson Parker

Survey, A-1113, and being described in Warranty Deed dated June 291h,1966, from

Whitt le Equipment Corporat ion to Tr ini ty Bend Company, and recorded in Volume 880,

Page 985, of the Deed Records of Dallas County, Texas.


234.00 acres of land, more or less, in Dallas County, Texas, out of the Dickerson Parker

Survey, Abstract 1113, being Bachman Lake Park, described as City Block 4423,

according to the plat thereof, recorded in Volume 67, Page 059, Map Records, Dal las

County, Texas.


TRACT 102: 0.01 acres of land , more or less, being Lot 1A, Block A/5789, of the

TRACT 10L: 1.7L acres of land , more or less, being Lot Block , of the

addit ion, c i ty of Dal las, Texas, descr ibed in Volume Page , Document No.

also known as 2900 W' Northwest Highway, Dallas, Texas'


TRACT 103:

addit ion, City of Dal las, Texas, descr ibed Volume 86078, Page 2198, Document No.

also known as 9400 Ovella Avenue, Dallas, Texas.

(Dallas CAD Account Number: 0057890A0001A0000)

0.15 acres of land, more or less, being Lot L, Block L/4680, of the Shore Crest addition,

City of Dallas, Texas, described in Volume 94180, Page 1734, Document No.

also known as 3501 Putnam Drive, Dal las, Texas'


0.18 acres of land , more or less, being Lot 12, Block A/4673, of the Shore Crest addit ion,

City of Dallas, Texas, described in Volume 94180, Page 7734, Document No.

also known as 3503 Wyl ie Drive, Dal las, Texas'


TRACT 104:

TRACT 105: 0.21 acres ofaddit ion, City

land , more or less, being Lot 8, Block A/4673, of theof Daf f as, Texas, described in Volume 8624L, Page 3671, Document No'

also known as 3514 Shorecrest Drive, Dallas, Texas.


3.60 acres of land, more or less, situated in the John Howell Survey, 4-584, and being

further descr ibed as a port ion of a tract of land containing 7.10 acres described in that

certain Warranty Deed dated April 15, 1973, from Ernest Gene Farrow, Edwin M' Farrow

and Wil l iam B. Farrow to the City of Dal las recorded in Volume73lL4, Page 1084, Deed

Oil and Gas Lease - Group I Tracts Page 36 of 52

vt(

Records, Dal las County, Texas, and being that port ion of such tract which l ies within the

John Howell Survey, A-584.



TRACT 108:

addition, City of Dallas, Texas, described in Volume 68030, Page 1809, Document No.

also known as 9000 Harry Hines Boulevard, Dal las, Texas'

(Dal las CAD Account N umber: 00606900000000000)

87.42 acres of land, more or less, located in the Dallas County, Texas, out of the

Dickerson Parker Survey, Abstract 1113, described as all of the land owned by the City of

Dal las within Dal las City Block442t, descr ibed in Vol. 18, Page 33, Map Records, Dal las

County, Texas.


49.03 acres of land, more or less, located in Dallas County, Texas, out of the Dickersonparker Survey, Abstract 1113, described as all the land presently owned by the City of

Daffas within Dallas City Elock 4422, according to the Official Map Records of Dallas

County, Texas.

(Dallas CAD Account Number; 00000322732000000)

10.37 acres of land, more or less, located in Dallas County, Texas, out of the Dickerson

Parker Survey, Abstract 1113, being 20.16 acres described in that certain Warranty Deed

dated July 1,9, t944, from Miss Ona Brown and the First National Bank in Dallas, Trustees

for the A. J. Brown Trust to the City of Dallas, Texas, recorded in Volume 2487 , Page 6L3,

Deed Records, Dallas County, Texas, and being all that land within City Block 4682, as

recorded in Volume 19, Page 67, Map Records, Dallas County, Texas,

LESS AND EXCEPT that portion of such City Block herein described lying within the

boundary of Love Field Airport and

LESS AND EXCEPT a tract of 0.344 acres lying in the most south-eastern portion of such

City Block herein described.

(Dallas CAD Account Number: 004682000001A0000)

0.21 acres of land, more or less, being Lot 9, Block A/4673, of the Shore Crest Revised

addition, City of Dallas, Texas, described in Volume 8624I, Page 3671, Document No.also known as 3512 Shorecrest Drive, Dallas, Texas.


TRACT 109:

TRACT 110:

TRACT 111:

.,$$: Oil and Gas Lease - Group I Tracts Page37 of 52

0tf

TRACT 112:

TRACT 113:

TRACT 1.14:

1.43 acres of land , more or less, being Lots 3 & 4, Block 26/2378, of the Love Field Acres

addit ion, c i ty of Dal las, Texas, descr ibed in Volume 91033, Page 3599, Document No'

also known as 8L14 Denton Drive, Dal las, Texas'


3.50 acres of land, more or less, s i tuated in the H.H. Newton Survey, A-1075, and being

further descr ibed as a port ion of a tract of land containing 7,1.0 acres described in that

certain Warranty Deed dated April 16, L973,lrom Ernest Gene Farrow, Edwin M' Farrow

and Wil l iam B. Farrow to the City of Dal las recorded in Volum e 737t4, Page 1084, Deed

Records, Dallas County, Texas, and being that portion of such tract which lies within the

H.H. Newton Survey, A-1075.


66.5 acres of land, more or less, located in Dallas County, Texas, out of the John Howell

Survey, Abstract 584, described as "Tract 5" in Warranty Deed dated October 6, t952,

from K. E. Bruton and wife, Alzena T. Bruton to Dallas Gravel Company, recorded in

Volume 374I,Page 275, Deed Records, Dal las County, Texas'


TRACT 115: 0.44 acres of land , more or less, being Lot Block -, of the


also known as 7511 Hines Pl. , Dal las, Texas'


TRACT 116: 0.92 acres of land , more or less, being Lot Block -, of the


also known as 500 Profit Drive, Dallas, Texas.


TRACT 117: 0.03 acres of land , more or less, being Lot -, Block F/794O, of the

addition, City of Dallas, Texas, describedin Volume , PageMockingbird Lane, Dal las,Document No. , also known as 9L0 W'

Texas.


TRACT 118: 0.gg acres of land , more or less, being Lot Block D/7940, of the

addition, City of Dallas, Texas, described in Volume ---- Page


ptfif.t il' Oil and Gas Lease - GrouP I Tracts Page 38 of 52

TRACT 119: 1.62 acres of land , more or less, being Lot Block , of theaddit ion, City of Dal las, Texas, descr ibed in Volume Page , Document No.

also known as 7000 W. John Carpenter Freeway, Dallas, Texas.


TRACT 120: 0.60 acres of land , more or less, being Lot Block 7926, of the Arlington ParkEstates No. 4 addition, City of Dallas, Texas, described in Volume 0179, Page 0604,Document No. , also known as 1501 Record Crossing Road, Dal las, Texas.


TRACT 121: 1.51 acres of land , more or less, being Lot Block 7701, of theaddition, City of Dallas, Texas, described in Volume Page , Document No.

also known as 4151 Halifax Street, Dallas, Texas.


TRACT 122: 0.63 acres of land , more or less, being Lots 84 - 87, Block 5629, of theaddition, City of Dallas, Texas, described in Volume Page , Document No.

also known as L258 Sleepy Hol low Drive, Dal las, Texas.


TRACT 123: 1.40 acres of land, more or less, being Lot 1,1, Block 2/6366, of the Zale Industr ial Parkaddition, City of Dallas, Texas, described in Volume 9472I, Page 3044, Document No.

also known as 3040 lrving Blvd., Dallas, Texas.


TRACT 124: 2.71. acres of land , more or less, being Lot Block , of theaddition, City of Dallas, Texas, described in Volume Page , Document No.

also known as 3031 Pegasus Park Drive, Dallas, Texas.


TRACT L25: 1.94 acres of land , more or less, being Lot 11, Block P/7977 of the Arlington Park Estatesaddition, City of Dallas, Texas, described in Volume 2002006, Page 8166, Document No.

also known as 5400 Riverside Drive, Dallas, Texas.


TRACT 126: 0.43 acres of land , more or less, being Lot 4, Block 2367 & A/2367, of theaddition, City of Dallas, Texas, described in Volume Page . Document No.

also known as 6904 Mohawk Drive, Dallas, Texas.


ri{',i : Oil and Gas Lease - Group I Tracts Page 39 of 52

06f

TRACT L27: 0.16 acres of land , more or less, being Lot 30, Block - of theaddit ion, City of Dal las, Texas, descr ibed in Volume Page . Document No.

also known as 5523 Arl ington Park Drive, Dal las, Texas.


TRACT 128: 0.06 acres of land , more or less, being Lot 32, Block 2/7975, of the Arlington ParkEstates addition, City of Dallas, Texas, described in Volume g7}t6, Page 7245, DocumentNo. , also known as 5511 Arl ington Park Drive, Dal las, Texas.

( Da I las CAD Account N umber; O0OOO77 67 94000000)

TRACT 129: 0.16 acres of land, more or less, being Lot 40, Block , of the Arl ington Park Estatesaddition, City of Dallas, Texas, described in Volume 97016, Page 1.245, Document No.

_t also known as 1708 Briar Cl i f f Road, Dal las, Texas.

( Dallas CAD Account N um ber: 0OOOO77 77 84000000)

TRACT 130: 0.11 acres of land , more or less, being Lots 4t & 42, Block - of the Arlington ParkEstates addition, City of Dallas, Texas, described in Volume 97016, Page 1245, DocumentNo. , also known as L7L4 Briar Cl i f f Road, Dal las, Texas.

(Dallas CAD Account N um ber: OOOO0777 7 87000000)

TRACT 131: 7.591 acres of land, more or less, in the Wil l iam A. Downing Survey, 4-391, Dal lasCounty, Texas, and being that tract of land conveyed on November tL, 1964 by PearlGassett to The City of Dallas by Warranty Deed recorded in Vol0me 452, Page 962, DeedRecords, Dallas County, Texas.


TRACT 132: 2.82 acres of land , more or less, being Lot - Block 4708, of the Grauwyler Parkaddition, City of Dallas, Texas, described in Volume Page , Document No.

_, also known as 7600 Harry Hines Blvd., Dallas, Texas.

( Da I las CAD Account N umber: 0000033 5 134000000)

TRACT133: t6.752 acres of land, more or less, located in Dallas County, Texas, out of the MilesBennett Survey, Abstract 52, and being further described as "Grauwyler Park" accordingto that certain plat map recorded in Volume 58, Page 95, Map Records, Dallas County,Texas.

( Dallas CAD Account N um ber: 00000335 1 16000000)

05rOil and Gas Lease - Group I Tnacts Page 40 of 52

TRACT 134:

TRACT 135:

TRACT 136:


1.91 acres of land, more or less, being Lot 1, Block E/4078, also known as the West Love

Field Library addit ion, City of Dal las, Texas, descr ibed in Volume Page

Document No. _, also known as77OO Harry Hines Blvd., Dal las, Texas'

(Dallas CAD Account Number: 004708000E0010000)

L.47 acres of land , more or less, being Lot 3, 4, 5 & 12-16, Block 1/4650, of the

addition, City of Dallas, Texas, described in Volume Page --- '

Document No. , also known as 7911 Mohawk Drive, Dal las, Texas.


10.9 acres of land, more or less, in Dal las County, Texas, out of the Thomas E. Manning

Survey, Abstract 958, being expressed in two (2)tracts as follows:

TRACT 136A: 10.0 acres of land, more or less, out of the Thomas E. Manning

Survey, described in Warranty Deed dated July 31, 1894, from Thomas Beverly

Kendal l to The ci ty of Dal las, recorded in Volume L79,Page 604, Deed Records,

Dallas County, Texas; and

TRACT 1368: L]2 acres of land, more or less, out of the Thomas E. Manning

survey, Abstract 958, described in warranty Deed dated August 7, 1894, from

John Field to The city of Dallas, recorded in Volume 179, Page 606, Deed

Records, Dallas CountY, Texas;

LESS AND EXCEPT the portions of such two tracts which lie (i) south of the

northern right of way of Record Crossing Road, Dallas, Texas, and (ii) north of

the southern right of way of The chicago, Rock lsland & Pacific Railroad;

Leaving 10.9 acres of land, more or less.


22.479 acres of land, more or less, in Dallas County, Texas, out of the Archer Fyke

Survey, Abstract 481, described in Special Warranty Deed dated December t7,2003,

from Dallas AM Radio Partners, LP, to First Broadcasting Capital Partners, LLC, recorded

in Volume 2oo4ot7 , Page 7297, Official Public Records, Dallas county, Texas.


Notwithstanding the tract descriptions set forth above, this lease covers, and Lessor does

hereby grant, lease and let unto Lessee under the terms of this oi l and gas lease, al l of the

above described 137 tracts, together with all of Lesso/s right, title, and interest in and to all

adjacent streets, alleys, rights-of-way, and strips and gores between the tracts herein

described and any abutting properties, whether located inside or outside of said tracts,

together with all of the mineral and royalty interests of Lessor lying within any and all of the

surveys referred to in the tract descriptions above, in Dallas County, Texas.

tr' Oil and Gas Lease - Group I Tracts Page 4l of 52

v5F

EXHIBIT BINSURANCE REOUIREMENTS

Definitions

"We", 'bs", "our" or "the City" means the City of Dallas."You" or "your" means the vendor, contractor, tenant, consultant, engineer, architect, or

other party to a contract with us."C6ntract" means the contract, purchase order, Invitation for bid, or similar

memorandum.o'K" means $1,000 and "M" means $1,000,000

General Requirements

You shall, at your own expense, maintain in effect not less than the following coverages

and limits of insurance, which you shall maintain with insurers, policy forms and

deductibles satisfactory to us. If your coverage fails to comply with these

requirements, you agree to amend, supplement or endorse the existing coverage to

comply, at no additional cost to us, and to maintain such insurance through the end of

the contract, warranty period, or other specified time period, whichever is longer.

All policies must be written through a licensed company admitted and authorized by the

Texas State Board of Insurance to transact that class of insurance business in the State

of Texas, with a minimum rating of 'A-' 'VII' by A. M. Best Company, If the rating

of any insurer should fall below this standard, you shall cause the policy to be

replaced promptly by an acceptable insurer'

All policies shall designate the below mentioned parties as "Additional Insureds," either

by a 'blanket additional insured' endorsement, or by specific endorsement.

"the Citv of Dallas and its elected officials. employees" agents & representatives."

All policies shall waive the insurer's right of subrogation against the City.

If any policy is in excess of a deductible or self-insured retention (SIR), the amount of

such deductible or SIR must.be clearly identified, and may not exceed one (l%)

percent of your net worth. We reserve the right to reject any unreasonable deductible

or SIR, or require you to provide a reasonable bond at no additional cost to the City.

All policies must be primary with respect to coverage provided for the City.

All policies must be non-contributory with other coverage or self-insurance available to

the City.

i'+,i;w'' OIL AND GAS LEASE - CROUP l TRACTS Page B-l

N(

c. coverage Limits (NOTWITIISTANDING THE TYPES OF COVERAGE AND

POLICY LIMITS STATED BELOW, LESSEE SHALL NOT BE REQUIRED TO .

CARRY (r) INSURANCE COVERAGE; OR (2) POLICY LIMITS, WHICH DIFFER

FROM THOSE REQUIRED UNDER THE CITY OF DALLAS GAS WELL DRILLING

oRDINANCE.)

Workers' CompensationEmployer's Liabilitv Insurance

Commercial General Liabilitv *

Limit any one Occurrence

Statutory Coverage$s00lvs00Ks00K

s2M

2M

Personal & Advertising Injury

Policy Aggregate (per location or per project)

Products & Completed Operations Aggregate 2M

*This applies unless you provide only trucking (no premises or operations

other than driving, loading/unloading), or garage operations (see below)'

All Liability policies, except Pollution & Professional, must be written on an,,Occurrence Form." Both "Modified Occurrenoe" and "ClaimS-Made"Policies are not acceptable, and you will be in contractual default if your

insurance is "Modified Occurrence" or "Claims Made." If the Pollution or

Professional Liability policy is Claims-Made, the Retroactive Date must be on

or before the contract date or the date of your first professional service to us,your first exposure to pollutants, or first work that may give rise to a pollution

liability claim, related to our contract.

Aggregate limits of all Liability policies shall be "per project" or "per location," -- ur upptopriate. If any aggregate limit is reduced by 25% or more by reserved

and/or piid "lui-t,

you must notiff us and promptly reinstate the required

aggregates.

All Liability policies must provide unlimited defense costs in excess of policy

limits.

All Liability policies shall name us and other parties shown in the foregoing"General Requirements" as "Additional Insureds," including coverage for

Products/Completed OPerations.

OIL AND GAS LEASE - GROTJP I?TRACTS Page B-2

0tr

All Liability shall include Contractual Liability covering the indemnificationprovisions of our contract.

All Liability policies shall cover loss caused by your subcontractors, independent

contractors, suppliers or other parties providing goods or services in

connection with our contract.

All Liability policies must contain a "severability of interests" provision.

All Liability policies must cover cross-suits between insureds.

If your operations involve excavation, grading, filling, backfilling, road or similar

construction, no Liability policy may contain exclusions for hazards ofexplosion, collapse or underground excavation'

If your operations involve excavation, grading, filling, backfilling, road or similar

construction, no Liability policy may contain any exclusion for subsidence or

earth movement.

If your operations involve any construction, reconstruction, repair or similarwork, no Liability policy may contain any exclusion for such work.

(3) Business Automobile Liability *

Limit for each accident s1M

Coverage must apply to all vehicles (owned, non-owned, or hired) operating on

our site/location, or transporting our people or properfy off our site, except

vehicles operated by you or your employee(s) commuting in personal vehicles to

our parking facilities, in which case you must only carry Employer's Non-

Ownership coverage (same limit), and ensure that such vehicle(s) are personally

insured.

Auto pollution liability coverage is required on vehicles hauling hazardous cargo.

*If your operations are solely a garage (vehicle maintenance and repair), you mustcarry Garage Liability, instead of Business Auto Liability, but the GarageLiability must not be limited to auto liability only, and the same limit applies.

(4) Excess / Umbrella Liability (as applicable)

Landside Operations (outside air operations area)

IfiIF: OIL AND GAS LEASE - CROUP I TRACTS

$sM

Page B-3 w,r

Coverage must apply in excess of all required primary Liability insurance, and

must be at least as broad as the underlying Liability insurance.

(5) Professional Liabilitv Insurance (as applicable) $ I M

Your policy must cover the type of professional service you will provide in

fulfilling your contract with the City.

(6) Pollution Liability Insurance (as applicable) $10 M

If you have any exposure to asbestos, lead, mold (including any work which

could, if not performed properly, lead to mold or fungal contamination),

petroleum products, contaminated soils, or other pollutants, you shall provide

appropriate Pollution Liability or Environmental Impairment insurance.

(TlControl of Well S5lW$lOM

Your Policv must cover the cost of controllins a well that is out of oontroLre:

Adiline or restora

recoverv for ttre Ooera

of equipment. expe

NotwittrstanAins th

coverages untess o

J'LIi; '] OIL AND CAS LEASE- GROUP I TRACTS Page B-4

0/r

D. Additional Requirements

All employees, leased or co-employees, independent contractors, and employees of

subcontractors and vendors, performing work for us, or entering upon our premises,

must be covered by Workers Compensation, even if not required by law.

If you are a cranelrigging operator or will hoist or move property of others in connection

with our contract, you must have "care, custody & control" exclusion deleted from

your Commercial General Liability policy, or provide Rigger's Liability coverage at

least equal to the highest replacement cost of materials to be hoisted or moved.

E. Certification of Insurance

You shall cause your agent, broker or insurer to enter any restrictive or exclusionaryprovisions or endorsements that may affect you, us, and those required to be named asAdditional Insureds.

You further agree, upon our request, to furnish copies of your policies, certified by anauthorized representative of the insurer(s), within ten (10) days of request.

Any policy submitted shall not be subject to limitations, conditions or restrictions deemedinconsistent with the intent of the Insurance Requirements to be fulfilled byContractor.

Should this Contract require the use of Subcontractors, it will be the sole responsibility ofthe General Contractor to verifu that such Subcontractors are in compliance with allcontractual insurance requirements. The General Contractor assumes all liability forthose subcontractors who do not meet the insurance requirements.

OIL AND GAS LEASE _ G'ROI'P I TRACTS Page B-5

a5F

EXHIBIT C

ENVIRONMENTAL MATTERS

l. Defined Terms. The following defined terms are given the following meanings:

(a) Costs means all costs and expenses including but not limited to attorneys' andconsultants' fees, litigation costs, expert wibress fees, and expenses of investigation, removal,remediation, or other required environmental plan or response or remedial action.

(b) Environmental Impact Claim means any claim, suit, judgment, penalty, fine, loss,administrative proceeding, request for information, citation, notice, cost, or expense (includingbut not limited to any costs of investigation, study, cleanup, removal, response, mitigation,remediation, transportation, disposal, restoration, monitoring, consultant's fees, contractor's fees,and attorney's fees) which arises out of, is related to, alleges, or is based on the presence,handling, treatment, storage, or actual or threatened Release, dispersal, disposal, escape, ormigration of any Hazardous Substance or Solid Waste at or from the Land, or any effect onwildlife.

(c) Environmental Laws means all federal, state and local laws, court oradministrative decisions, statutes, rules, regulations, ordinances, FAA advisory circulars andbulletins, court orders and decrees, administrative orders and any administrative policies,guidelines or guidance documents now or hereafter in effect relating to the environment,wildlife, public health, occupational safety, industrial hygiene, any Hazardous Substance or SolidWaste (including, without limitation, the disposal, generation, manufacture, presence,processing, production, release, storage, treatment or use thereof at the Land), or theenvironmental conditions on, under or about the Land, as amended and as in effect from time totime.

(d) Hazardous Substances means (i) all chemicals, niaterials and substances definedas or included in the definition of "hazardous substances," "hazardous wastes," "hazardousmaterials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances,""toxic pollutants," "contaminants," "pollutants," "regulated substances," or words of similarimport, under any applicable Environmental Law; (ii) all other chemicals, materials andsubstances that are prohibited, limited or regulated by any governmental authority, including,without limitation, asbestos, radioactive materials (including naturally occurring radioactivematerials), petroleum, petroleum products, and substances and compounds containingpolychlorinated biphenyls, and (iii) "Oil and Gas Waste" as defined by the Texas NaturalResources Code.

OIL AND GAS LEASE Page C-l

(e) Release means any depositing, spilling, leaking, pumping, pouring, emitting,emptying, discharging, injecting, escaping, leaching, dumping, or disposing into theenvironment, or threat of release such that a release may enter the environment.

(0 Solid Waste shall have the same meaning as in the Resource Conservation andRecovery Act, and the Texas Health and Safety Code.

2. Lessee Environmental Representations and Warranties. Lessee represents,warrants, and covenants the following:

(a) Lessee has obtained and throughout the Term shall obtain and maintain alllicenses, permits, exemptions, registrations, and other authorizations required underEnvironmental Laws and shall provide any notices required under Environmental Laws forconducting its operations at the Land. Lessee shall require its sublessees and contractors toobtain and maintain all licenses, permits, exemptions, registrations and other authorizationsrequired under Environmental Laws for conducting operations at the Land.

(b) Lessee shall comply and shall cause all its employees to comply, and shallexercise best efforts to cause its agents, contractors, sublessees or other parties underLessee's direction and control to comply, and shall include in all subleases a provisionrequiring the sublessee to comply and all employees, contractors, sublessees or other partiesunder sublessee's control to comply with all Environmental Laws pertaining to Lessee's (andincluding third parties under Lessee's direction and control) use of and operations at theLand.

(c) Lessee shall not cause, contribute to, or permit any Release of any HazardousSubstances or Solid Waste by Lessee or its employees, agents, contractors, sublessees orother parties under Lessee's direction and control, on, at, or from the Land, except incompliance with Environmental Laws.

(d) Lessee, prior to vacating or surrendering any portion of the Land or as soonerrequired by Environmental Laws or this Lease, shall remove and dispose of, and shall requireits employees and exercise its reasonable efforts to require its agents, contractors, sublessees,or any other party under Lessee's direction and control at the Land to remove and dispose of,any material, debris, tanks, equipment, ponds, vessels, and/or containers placed by Lessee orits agents, contractors, sublessees, or any other party under Lessee's direction and control atthe Land that are composed of or contain Solid Waste or Hazardous Substances (as distinctfrom actual Releases which have resulted in contamination of the environment and aresubject to Section 5, Response and Compliance Actions), at no cost to Lessor and incompliance with Environmental Laws.

(e) Lessee will not create any wildlife attractions without appropriate coverings orother mitigation measures.

a Rieht of Entry and Inspection.

(a) Thediscretion, to enter

OIL AND GAS LEASE

City shall have the full right at all reasonable times, and in the City's solethe sites where Lessee's operations are located for the purpose of

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conducting an inspection, assessment, investigation, and/or regulatory compliance audit' The

City or its authorized agents may perform testing of the Land as needed, including test,borings of the ground and chemical analyses of air, soil, water, and waste discharges. TheCity;ill provide advance written notice, including at least twenty-four Q$ hours notice ofplanned intrusive testing to Lessee to the extent practical under the circumstances, except in

iase of emergencies, when notice shall not be required. Lessee shall have the right toaccompany the City when any such testing is performed, and Lessee shall have the right toobtain, at Lessee's expense, split samples and copies of all non-privileged results of suchtesting, including any non-privileged reports.

(b) Lessee shall cooperate (and shall require its employees and shall exercise itsbest efforts to require its agents, contractors, sublessees, or any other third party underLessee's direction and control to cooperate) in allowing prompt reasonable access to the Cityto conduct such inspection, assessment audit or testing. Lessee remains solely responsiblefor its environmental compliance, notwithstanding any inspection, audit, or assessment.

4. Information to be Provided.

(a) If Lessee receives any notice, correspondence, citation, order, warning,complaint, inquiry, claim or demand that is not legally privileged, made confidential byapplicable law, or protected as trade secrets (i) concerning any alleged Release of HazardousSubstances or Solid Waste at, on, or from the Land, or into the environment from the Land,or (ii) alleging that Lessee or any employee, agent, contractor, sublessee, or any other party

under Lessee's direction and control has violated or is about to violate any EnvironmentalLaw(s) pertaining to Lessee or third party operations at or use of the Land, or (iii) assertingthat Lessee or any party under Lessee's direction and control is liable for the cost ofremediation or investigation of a Release of Hazardous Substances or Solid Waste on, at, orfrom the Land, Lessee shall immediately provide written notice to the City of the same,including a copy of any related documents.

(b) Lessee shall provide to the City simultaneously with any submittal to anygovernmental agency, a complete copy (including exhibits and attachments) of any reportsor notices required by Environmental Laws, and which are not legally privileged, madeconfidential by applicable law, or protected as trade secrets, regarding (i) alleged failure tocomply with any Environmental Laws and/or (ii) the Release of any Hazardous Substance,and/or Solid Waste, in, on, or into the environment, arising out of the past or presentoperations at or use of the Land by Lessee or any party under Lessee's direction andcontrol.

(c) Lessee, at the request of the City, shall make available, within two (2)business days of written request, any or all of the substantive documents and materials(excepting those documents or materials that are legally privileged, made confidential byapplicable law, or otherwise protected as trade secrets) that either party has prepared orcaused to be prepared pursuant to any Environmental Laws or submitted to anygovernmental agency pertaining to the environmental compliance status of operations at oruse of the Land, including, without limitation, any and all records, test results, studiesand/or other documentation regarding environmental conditions relating to the use, storage,or treatment of any Hazardous Substances and/or Solid Waste at the Land by either party

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(including its employees and third parties under its direction and control) on or under the

Land.

(d) Each party shall provide the other with reasonable advance notice of any

scheduled meeting with any governmental agency regarding, in whole or in part,

compliance or alleged non-compliance with Environmental Laws or use of or operations atthe Land.

(e) The City reserves the right to notify and/or consult any appropriategovernmental authority or agencies regarding conditions of or on the Land and/or concernsrelating to Lessee's operations at oruse of the Land, including operations of Lessee'semployees, agents, contractors, sublessees, or any other third party under Lessee's control,if the City believes those conditions or operations do or may violate applicableEnvironmental Laws, may pollute or contaminate the environment, or may adversely affect

the health, welfare, or safety of persons.

5. Response and Compliance Act ions.

(a) If the Land or other property is or becomes contaminated or otherwisedamaged or injured, as a result of a Release of Solid Waste or Hazardous Substances on, at,or from the Land by Lessee or by its employees, agents, contractors, sublessees, or anyother party under Lessee's direction and control, then Lessee shall (i) orally notify the Cityimmediately of such contamination or damage upon Lessee's discovery of suchcontamination or damage, (ii) promptly take reasonable actions to control any such Releaseor contamination, and (iii) immediately take all reasonable actions necessary or requiredunder Environmental Laws to mitigate any immediate threat to human health or theenvironment. Lessee shall then undertake any further repairs or corrective actions, in atimely manner and in full compliance with Environmental Laws, as are necessary toremove or remediate contamination to, at a minimum, return the Land to its prior condition.

(b) If Lessee does not take immediate or other timely action as necessary tomitigate or prevent any imminent actual or potential threat to human health or theenvironment caused by Lessee or its agents, contractors, sublessees, or any other partyunder Lessee's direction or control, then the City, in addition to its rights and remediesdescribed elsewhere in this Lease, at its election, may enter the Land and take whateverreasonable action to eliminate the threat and/or return the Land to at least its priorcondition, as applicable. All Costs associated with any action by the City in connectionwith this Section shall be subject to the reimbursement and indemnification requirements ofthis Article.

6 . Cor rec t ionofEnv i ronmenta lNon-Compl iance.

(a) In the event that Lessee is alleged to be in non-compliance with anyapplicable Environmental Laws (as is determined by any governmental agency withenforcement authority regarding such alleged non-compliance) and provided that thesituation or condition in question does not (as is determined by any governmental agencywith enforcement authority regarding such alleged non-compliance) require immediateaction to prevent or mitigate contamination, harm to human health or the environment, then

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the City agrees to notify Lessee in writing of the alleged noncompliance and shall requireLessee to address such non-compliance within thirty (30) days of Lessee's receipt of thatnotice. Within that thirty (30) day period, Lessee shall have the opportunity to takewhatever action is necessary to correct the alleged violation and/or return the Land to atleast its prior condition, as applicable, or provide the City a binding commitment to do sowithin a reasonable time.

(b) If Lessee does not take such corrective action or provide a binding commitmentwithin the thirty (30) day period, the City may, at its election, enter the Land and take suchmeasures as the City deems necessary to correct the alleged noncompliance and/or to remediateany related contamination, all at Lessee's expense. All Costs associated with any action by theCify in connection with this Section shall be subject to the reimbursement and indemnificationrequirements of this Article.

(c) Nothing in this Section is intended or shall be construed so as to prevent the Cityfrom exercising, in its reasonable discretion, any rights granted or available elsewhere in thisExhibit C or this Lease.

7. Corrective Action Process. Before commencing any remedial or corrective actionunder this Article, and except for immediate preventive action required under Section 5,Response and Compliance Actions, Lessee shall obtain approval from the City. The work shallbe performed at Lessee's expense, and the City shall have the right to review and inspect all suchwork at any time using consultants and representatives of the City's choice. Lessee shallremove or remediate the Land to, at a minimum, return the Land to its prior condition.Lessee shall, at Lessee's expense, make all tests, reports, and studies and shall provide allinformation to any appropriate governmental agency as may be required pursuant to theEnvironmental Laws pertaining to Lessee's response actions. This obligation includes but isnot limited to any requirements for a site characterization, site assessment and/or remediationplan that may be necessary.

In the event deed recordation is necessary, Lessee shall reimburse Lessor for all deedrecordation fees and attornevs' fees incurred in connection with such action.

In the event Lessor or the City undertake any action or incur any costs in the exerciseof their rights under this Exhibit C, Lessee shall reimburse them in the manner determined bythem in their reasonable discretion at the time such reimbursement is sought, for allreasonable and documented costs associated with such response, repairs, corrective actionand/or remediation, including but not limited to consultants' fees, contractors' fees,attorneys' fees, penalties, costs of investigation or other costs incurred hereunder by the Cityor its agents.

8. Environmental Indemnification. Notwithstanding any other provision to thecontrary, Lessee agrees to indemnify and hold harmless Lessor from and against any and allclaims, demands, penalties, fines, suits, actions, administrative proceedings (includinginformal proceedings), settlements reached, government orders, judgments, loss, damages,liabilities, costs, and expenses (including but not limited to reasonable and documentedattorneys' and consultants' fees, litigation costs, expert witness fees, and expenses ofinvestigation, removal, remediation, or other required plan or response action) to the extent

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resulting from (i) the breach of any representation or warranty set forth in the Lease or any ofits exhibits by Lessee or any employees, agents, contractors, sublessees, or any other partyunder Lessee's direction and control, (ii) the failure of Lessee to meet its obligations underthis Article, (iii) the violation of any Environmental Law by Lessee or its agents, contractors,sublessees, or any other party under Lessee's direction and control, or (iv) documented lossby Lessor to a third party or governmental entity from any Environmental Impact Claim, tothe extent resulting from the operations, activities, actions or inaction of Lessee or itsemployees, agents, contractors, sublessees, or any other party under Lessee's direction andcontrol at or related to the Land.

In the event that Lessee fails or refuses to defend the City as provided in this ExhibitC, they shall have full right to undertake its own defense and to settle any such claims and/orlawsuits. In such event, Lessee shall be liable to them, and shall promptly pay any resultingjudgment against, or settlement by them, and shall reimburse them for all reasonableattorneys' fees and costs in undertaking such defense and/or settlements.

9. Reimbursement. In the event Lessor undertakes any action, including but notlimited to response or corrective action, repairs, or remediation, in the exercise of their rightsunder this Article, Lessee shall reimburse it, upon written notice by the City, for all coststhey incur in association with such action.

10. 6 'As fs" Status Lessee acknowledges that except as other expressly set forth inthis Lease, Lessee is taking the leased premises AS IS without any express or impliedwarranty, provided however, Lessor agrees that Lessee is not responsibility for any claim orexpense relating to the clean-up of any environmental contamination existing on the Lands at thetime this Lease is executed, or any future environmental claim relating to spills or otherdischarges by Lessor or tenants of the Lessor that occur after the date of the Lease.

I L Environmental Notices Notices to the City providbd for under this Exhibit Cmust be made in writing and either delivered by hand or mailed by certified mail, returnreceipt requested, addressed as follows:

Mark DuebnerExecutive General ManagerRoom 4D North, Dallas City Hall1500 Marilla StreetDallas, T){7520l

12. Survival of Environmental Provisions. Unless specifically stated elsewhereherein, the provisions of this Article, including the representations, warranties, covenants andindemnities of Lessor and Lessee. are intended to and shall survive the termination of theLease.

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Documents

Oil and Gas lease between the City of Dallas and Trinity East Energy