exh10_1.htm




 


Exhibit 10.1


  







EXECUTION VERSION


 


ASSET PURCHASE AGREEMENT


 


BY AND BETWEEN


 


MARSHALL R. YOUNG OIL CO.,


 


AS SELLER,


 


AND


 


QUICKSILVER RESOURCES INC.,


 


AS BUYER


 


 


DATED


 


MAY 11, 2010


 


 




  





  











  









 



	TABLE OF CONTENTS
	 	 	 
	 	 	Page
	 	 	 
	
ARTICLE I

	
CERTAIN DEFINITIONS

	
1


	
Section 1.1

	
Certain Defined Terms

	
1


	
Section 1.2

	
References, Gender, Number

	
1


	 	 	 
	
ARTICLE II

	
SALE AND PURCHASE

	
1


	 	 	 
	
ARTICLE III

	
CONSIDERATION AND PAYMENT

	
2


	
Section 3.1

	
Consideration

	
2


	
Section 3.2

	
Payment

	
3


	
Section 3.3

	
Adjustment Period Cash Flow

	
3


	
Section 3.4

	
Post Closing Review

	
3


	
Section 3.5

	
Severance Tax Refund

	
4


	 	 	 
	
ARTICLE IV

	
REPRESENTATIONS AND WARRANTIES

	
5


	
Section 4.1

	
Representations and Warranties of Seller

	
5


	
Section 4.2

	
Representations and Warranties of Buyer

	
8


	 	 	 
	
ARTICLE V

	
TRANSFER REQUIREMENTS

	
9


	
Section 5.1

	
Transfer Requirements

	
9


	
Section 5.2

	
Certain Governmental Consents

	
10


	 	 	 
	
ARTICLE VI

	
COVENANTS OF SELLER AND BUYER

	
10


	
Section 6.1

	
General Conveyance

	
10


	
Section 6.2

	Public Announcements	10
	
Section 6.3

	
Further Assurances

	
10


	 	 	 
	
ARTICLE VII

	
CLOSING

	
11


	
Section 7.1

	
Closing

	
11


	
Section 7.2

	
Seller’s Closing Obligations

	
11


	
Section 7.3

	
Buyer’s Closing Obligations

	
11


	 	 	 
	
ARTICLE VIII

	
EFFECT OF CLOSING

	
12


	
Section 8.1

	
Revenues

	

12




	
Section 8.2

	
Expenses

	

12




	
Section 8.3

	
Ad Valorem Taxes

	

12




	
Section 8.4

	
Payments and Obligations

	

12




	
Section 8.5

	
Survival

	

12




	
Section 8.6

	
Waiver of Representations and Warranties

	

12




	 	 	 
	
ARTICLE IX

	
ASSUMPTION AND INDEMNIFICATION

	
13


	
Section 9.1

	
Indemnification By Buyer

	
13







 




  





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	TABLE OF CONTENTS
	(continued)
	 	 	 
	 	 	Page
	 	 	 
	
Section 9.2

	
Indemnification By Seller

	
13


	
Section 9.3

	
Third Party Claims

	
14


	
Section 9.4

	
Direct Claims

	
14


	 	 	 
	
ARTICLE X

	
MISCELLANEOUS

	
14


	
Section 10.1

	
Counterparts

	
15


	
Section 10.2

	
Governing Law

	
15


	
Section 10.3

	
Entire Agreement

	
15


	
Section 10.4

	
Expenses

	
15


	
Section 10.5

	
Notices

	
15


	
Section 10.6

	
Successors and Assigns

	
16


	
Section 10.7

	
Headings

	
16


	
Section 10.8

	
Amendments and Waivers

	
16


	
Section 10.9

	
Appendix, Schedules and Exhibits

	
16


	
Section 10.10

	
Interpretation

	
16


	
Section 10.11

	
Agreement for the Parties’ Benefit Only

	
17


	
Section 10.12

	
Severability

	
18


	
Section 10.13

	
Limitation of Damages

	
18









 




  





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EXHIBITS


 




	
Exhibit 6.1

	
--

	
Conveyance


	Exhibit 6.3(A)	
--

	Notice to BreitBurn
	Exhibit 6.3 (B)	
--

	Transfer Agent Letter
	
Exhibit 7.2(b)

	
--

	
Affidavit of Non-foreign Status


	
Exhibit 7.3(b)

	
--

	Assignment Separate from Certificate
	
Exhibit 7.3(c)

	
--

	
Partial Assignment of Registration Rights Agreement


	
Exhibit A-1

	
--

	
Geographic Area


	
Exhibit A-2

	
--

	
Property Schedule









 


 


SCHEDULES


 



	
Schedule 4.1(d)

	

--



	
Seller’s Conflicts or Violations


	
Schedule 4.1(e)

	

--



	
Seller’s Consents


	
Schedule 4.1(f)

	

--



	
Transfer Requirements


	
Schedule 4.1(i)

	

--



	
Certain Contracts and Agreements


	
Schedule 4.2(d)

	
--

	
Buyer’s Conflicts or Violations


	
Schedule 4.2(e)

	
--

	
Buyer’s Consents


	
Schedule I

	
--

	
Permitted Overriding Royalty Interests







 


APPENDIX


 




	
Appendix A

	
--

	
Definitions










 




  





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ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated May 11, 2010, by and between Marshall R. Young Oil Co., a Delaware corporation (“Seller”), and Quicksilver Resources Inc., a Delaware corporation (“Buyer”).  Seller and Buyer shall hereinafter be referred to collectively as the “Parties” and individually as a “Party”.


 


WHEREAS, Seller owns certain oil and gas properties and related assets; and


 


WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, such oil and gas properties and related assets upon the terms and subject to the conditions set forth herein;


 


NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:


 


ARTICLE I


CERTAIN DEFINITIONS


 


Section 1.1  Certain Defined Terms.  Unless the context otherwise requires, the respective terms defined in Appendix A attached hereto and incorporated herein shall, when used herein, have the respective meanings therein specified, with each such definition to be equally applicable both to the singular and the plural forms of the term so defined.


 


Section 1.2  References, Gender, Number.  All references in this Agreement to an “Article,” “Section,” or “subsection” shall be to an Article, Section, or subsection of this Agreement, unless the context requires otherwise.  Unless the context otherwise requires, the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof.  Whenever the context requires, the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural.


 


ARTICLE II


SALE AND PURCHASE


 


Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the following described assets and properties (except to the extent constituting Excluded Assets) (collectively, the “Assets”):


 


(a)  The undivided interests specified in the Property Schedule in, to or under the Hydrocarbon Interests described therein and all other interests of Seller in, to or under or derived from any lands (i) covered by or subject to any of the Hydrocarbon Interests described in the Property Schedule or (ii) included in the geographic area described in Exhibit A-1, even though such interests of Seller may be incorrectly described or referred to in, or a description thereof may be omitted from, the Property Schedule (the “Subject Interests”);


 




  





  











  






 


(b)  All right, title and interest of Seller in and to the lands covered by or subject to the Subject Interests (the “Land”);


 


(c)  All right, title and interest of Seller in and to or derived from the following insofar as the same are attributable to the Subject Interests or any of the other Assets:  (i) all rights with respect to the use and occupancy of the surface of and the subsurface depths under the Land; (ii) all agreements and contracts, easements, rights-of-way, servitudes and other estates; (iii) all real and personal property located in or upon the Land or used in connection with the exploration, development or operation of the Subject Interests; and (iv) any and all lease files, title files, land files, division order files, marketing files, well files, production records, seismic, geological, geophysical and engineering data, and all other files, maps and data (in whatever form) arising out of or relating to the Subject Interests or the ownership, use, development, maintenance or operation of the Assets (the “Records”); and


 


(d)  All (i) Hydrocarbons produced from or attributable to the Subject Interests with respect to all periods subsequent to the Effective Time and (ii) proceeds from or of such Hydrocarbons.


 


ARTICLE III


CONSIDERATION AND PAYMENT


 


Section 3.1  Consideration.


 



(a)  The consideration for the sale and conveyance of the Assets to Buyer is (x) Sixty-Two Million and No/100 Dollars ($62,000,000) in cash consideration (the “Cash Consideration”) and (y)  4,010,695 Common Units (the “Common Units Consideration”; together with the Cash Consideration being referred to as the “Purchase Price”), as adjusted in accordance with the terms of this Agreement.  The “Adjusted Purchase Price” shall be the Purchase Price (i) as adjusted by the Net Cash Flow with respect to the Assets for the Adjustment Period in accordance with Section 3.3 as set forth on the Adjusted Purchase Price Statement, (ii) as adjusted downward by $26,910 on account of Negative Imbalances, (iii) as adjusted downward by $521,000 on account of title matters asserted by Buyer, (iv) as may be adjusted downward on account of Retained Assets as contemplated by Section 5.1, and (v) as adjusted downward by $3,240,988 on account of amounts owed by Seller to Buyer as of December 31, 2009 relating to the maintenance, development and operation of the Assets (and the Parties do hereby acknowledge and agree that, notwithstanding anything provided herein or elsewhere to the contrary, the charges included in such amount are not subject to future contest or challenge by either Party).  Any upward or downward adjustment to the Purchase Price be made pursuant to clauses (i), (ii), (iii) and (v) in this Section 3.1(a) shall be made by increasing or decreasing (as applicable) the Common Unit Consideration by a number of Common Units determined by dividing the amount of such adjustment by $14.96 (as so adjusted, the “Adjusted Common Units Consideration”).  The downward adjustment to the Purchase Price to be made pursuant to clause  (iv) in this Section 3.1(a) shall be made by decreasing the Cash Consideration (as so adjusted, the “Adjusted Cash Consideration”).


 



(b)  Buyer has delivered to Seller a statement (the “Adjusted Purchase Price Statement”) setting forth Buyer’s preliminary determination (the “Initial Adjusted Purchase Price








 




  





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Amount”) of the Adjusted Purchase Price for Seller’s review and approval.  The Adjusted Purchase Price Statement is based upon actual information available to Buyer at the time of its preparation and upon Buyer’s good faith estimates and assumptions.


 


Section 3.2  Payment.  At the Closing, Buyer shall (a) deliver to the Seller $20,190,606.90 of the Adjusted Cash Consideration (“Check Amount”) in the form of a cashiers check in such amount payable to the Internal Revenue Service for the benefit of the Estate of William K. Young (the “Cashiers Check”), (b) wire transfer an amount equal to the Adjusted Cash Consideration less the Check Amount in immediately available funds for the benefit of Seller to Texas Capital Bank, ABA No. 111017979, Account No. 2211000142, and (c) deliver to Seller an instrument assigning the Adjusted Common Units Consideration as more fully described in Section 7.3(b).


 


Section 3.3  Adjustment Period Cash Flow.


 


(a)  The Purchase Price shall be increased or decreased, as the case may be, by an amount equal to the Net Cash Flow with respect to the Assets for the time period (the “Adjustment Period”) beginning at the Effective Time and ending at 7:00 a.m. (local time) on the Closing Date.  If the Net Cash Flow with respect to the Assets for the Adjustment Period is a positive number, then the Purchase Price shall be increased by such amount.  If the Net Cash Flow with respect to the Assets for the Adjustment Period is a negative number, then the Purchase Price shall be decreased by such amount.


 


(b)  The “Net Cash Flow” shall be the algebraic sum of (i) a positive amount equal to the aggregate amount paid by Seller as Seller’s share of the direct costs or expenses of maintenance, development and operation of the Assets incurred with respect to the Adjustment Period, (ii) a positive amount equal to overhead charges paid under existing operating agreements covering the Assets during the Adjustment Period, (iii) a negative amount equal to the aggregate net proceeds received from or attributable to the sale or disposition of Hydrocarbons produced from the Assets during the Adjustment Period, after deducting, without duplication of any cost or expense taken into account under clause (i) above, applicable severance taxes and the costs of treating, transporting and compressing such Hydrocarbons, and from or attributable to the rental, sale, salvage or other disposition of any other Assets during the Adjustment Period, and (iv) a negative amount equal to the aggregate amount of any costs or expenses incurred under clause (i) above and reimbursed to Seller by any third party.


 


Section 3.4  Post Closing Review.  After the Closing, Buyer shall review the Adjusted Purchase Price Statement and determine the actual Net Cash Flow.  On or prior to ninety (90) days after the Closing Date, Buyer shall present Seller with a statement of the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the Net Cash Flow shown therein (the “Final Adjusted Purchase Price Statement”).  Seller will give representatives of Buyer reasonable access to its premises and to its books and records for purposes of preparing the Final Adjusted Purchase Price Statement and will cause appropriate personnel of Seller to assist Buyer and Buyer’s representatives, at no cost to Buyer, in the preparation of the Final Adjusted Purchase Price Statement.  Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of reviewing the calculation of Net Cash Flow and will cause appropriate personnel of Buyer to assist Seller


 




  





3











  






 


and its representatives, at no cost to Seller, in verification of such calculation.  The Final Adjusted Purchase Price Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow thirty (30) days following the date the Final Adjusted Purchase Price Statement is received by Seller, except to the extent that prior to the expiration of such thirty (30) day period Seller shall deliver to Buyer notice of its disagreement with the contents of the Final Adjusted Purchase Price Statement.  If Seller has timely delivered a notice of disagreement to Buyer, then, upon written agreement between Buyer and Seller resolving all disagreements of Seller set forth in such notice, the Final Adjusted Purchase Price Statement will become final and binding upon Buyer and Seller as to the Net Cash Flow.  If the Final Adjusted Purchase Price Statement has not become final and binding by the sixtieth (60) day following its receipt by Seller, then Buyer or Seller may submit any unresolved disagreements of Seller set forth in such notice to Grant Thornton LLP (the “Accounting Referee”) for resolution.  Seller and Buyer shall use their respective commercially reasonable efforts to cause the Accounting Referee to render a decision regarding the matters submitted to it within thirty (30) days following submission thereto.  The costs of the Accounting Referee shall be borne 50% by Seller and 50% by Buyer.  Upon resolution of such unresolved disagreements of Seller, the Final Adjusted Purchase Price Statement shall be final and binding upon Buyer and Seller as to the Net Cash Flow.  Within three (3) Business Days after the Final Adjusted Purchase Price Statement becomes final and binding, Seller or Buyer, as appropriate, shall pay to the other Party the amount, if any, by which the Net Cash Flow as shown in the Final Adjusted Purchase Price Statement is less than or exceeds the estimated amount of the Net Cash Flow set forth in the Initial Adjusted Purchase Price Statement, together with interest thereon from the date such payment is so due until the date it is paid at the Agreed Rate.  Notwithstanding anything herein provided to the contrary, the Parties acknowledge and agree that the provisions of this Section 3.4 in no way limit the rights and obligations of Seller pursuant to Section 8.1, Section 8.2, Section 8.4 and other provisions of this Agreement.



 



  




Section 3.5  Severance Tax Refund.  Buyer and Seller have applied for severance tax refunds attributable to production from the Assets.  Seller will be entitled to all severance tax refunds attributable to times prior to the Effective Time and Buyer shall be entitled to all severance tax refunds attributable to times after the Effective Time.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


 


Section 4.1  Representations and Warranties of Seller.  Seller represents and warrants to Buyer as follows:


 


(a)  Organization and Qualification.  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to carry on its business as it is now being conducted.  Seller is duly qualified to do business, and is in good standing, in each jurisdiction in which the Assets owned, leased or operated by it makes such qualification necessary.


 



(b)  Authority.  Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The 


 








  





4











  






 


execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Seller.


 


(c)  Enforceability.  This Agreement constitutes a valid and binding agreement of Seller enforceable against Seller in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.


 


(d)  No Conflict or Violation.  Neither the execution and delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions contemplated hereby by Seller will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws and other similar governing documents of Seller or (ii) except as set forth on Schedule 4.1(d) and in clauses (i) and (ii) of Section 4.1(e), (A) be rendered void or ineffective by or under the terms, conditions or provisions of any agreement, instrument or obligation to which Seller is a party or is subject or by which any of its properties or assets are bound, (B) result in or give rise to (or with notice or the passage of time or both could result in or give rise to) a default, the creation or imposition of any lien, charge, penalty, restriction, security interest or encumbrance or any change in terms, termination, cancellation or acceleration under the terms, conditions or provisions of any Asset (or of any agreement, instrument or obligation relating to or burdening any Asset) or (C) subject to the limitations contained in Section 4.1(c), violate or be rendered void or ineffective under any Law or result in or give rise to (or with notice or the passage of time or both could result in or give rise to) the creation or imposition of any lien, charge, penalty, restriction, security interest or encumbrance on or with respect to any Asset under any Law. 

 


(e)  Consents.  Except for (i) consents and approvals of assignments by any Governmental Authority that are customarily obtained after Closing, (ii) Transfer Requirements and (iii) the consents, approvals, authorizations, filings or notices expressly described and set forth in Schedule 4.1(e), no consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by Seller or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Seller.


 


(f)  Preference Rights and Transfer Requirements.  None of the Assets or any portion thereof is subject to any Preference Right or Transfer Requirements except for the Preference Right and Transfer Requirements expressly identified and set forth on Schedule 4.1(f).


 


(g)  Actions.  To Seller’s knowledge, there are no actions, suits, arbitrations, proceedings, investigations or claims pending or threatened relating to or affecting any of the Assets or the transactions contemplated by this Agreement.


 



(h)  Compliance With Laws.  Seller has not received any written notice of any violation or alleged violation (or of any fact or circumstance which with notice or the passage of time or both would constitute a violation) of any Law (including any Environmental Laws)


  








  





5











  






 


applicable to the Assets and, to Seller’s knowledge, the Assets comply in all material respects with all Laws (including any Environmental Laws).


 


(i)  Contracts and Agreements.  To Seller’s knowledge, Schedule 4.1(i) sets forth a true and correct description of each contract, agreement or similar arrangement which is included in the Assets or by which any of the Assets is bound and which:


 


(1)  is between Seller on the one hand, and any Affiliate of Seller on the other hand;


 


(2)  is a contract for the sale, purchase, processing or transportation of, or creates a purchase option, right of first refusal or call on, any Hydrocarbons produced from or attributable to the Subject Interests or any other Assets, except those sales, purchase, processing or transportation agreements which can be terminated by Seller and its assigns upon not more than thirty (30) days notice without penalty or detriment to Seller and its assigns;


 




(3)  creates any area of mutual interest with respect to the acquisition by Seller or its assigns of any interest in any Hydrocarbons, lands or assets; or




 


(4)  creates or evidences a Subject Interest, joint operating agreement, unitization agreement, pooling agreement, farmout agreement, farmin agreement, participation agreement, joint venture agreement, tax partnership agreement, partnership agreement or similar agreement.


 


Seller is in material compliance with all terms and provisions of all contracts or agreements included in or by which any of the Assets is subject.  All such contracts and agreements are in full force and effect and, to the knowledge of Seller, there are no violations or breaches thereof or existing facts or circumstances which upon notice or the passage of time or both will constitute a violation or breach thereof by any other party thereto.


 


(j)  Brokerage Fees and Commissions.  Neither Seller nor any Affiliate of Seller has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement for which Buyer or any Affiliate of Buyer shall incur any liability.


 


(k)  Taxes.  To Seller’s knowledge, Seller has paid all Taxes on or relating to the Assets, or any production or revenues attributable thereto, except for taxes which are not yet due and payable.  Seller is not a non-resident alien or foreign corporation (as those terms are defined in the Code).


 


(l)  Bankruptcy.  There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or, to Seller’s knowledge, threatened against Seller.


 


(m)  Investment Company.  Seller is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment




 




  





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Company Act of 1940, as amended, or is otherwise subject to regulation under or the restrictions of such Act.


 


(n)  Royalties.  To Seller’s knowledge, all royalties, overriding royalties and other burdens on production due with respect to the Assets have been timely and properly paid.


 


(o)  Permits.  To Seller’s knowledge, all licenses, permits, certificates, orders, approvals and authorizations of Governmental Authority necessary for the ownership or operation of the Assets have been obtained and all such licenses, permits, certificates, orders, approvals and authorizations are in full force and effect and all fees and charges relating thereto have been paid.


 


(p)  Hedging.  None of the Assets is subject to or is bound by any futures, hedge, swap, collar, put, call, option or other commodities contract or agreement.


 




(q)  Eligible Holder.  Seller is an Eligible Holder.


 


(r)  Investment Intent.  Seller is not an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).  Seller is acquiring the Adjusted Common Units Consideration for its own account, solely for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act and state securities Laws, and shall not resell, distribute or otherwise transfer the Adjusted Common Units Consideration unless such resale, distribution or transfer is in compliance with federal and state securities Laws.  Seller understands and acknowledges that (1) the transfer of the Adjusted Common Units Consideration under this Agreement has not been registered under the Securities Act or state securities Law, and (2) the Adjusted Common Units Consideration may not be resold, distributed or otherwise transferred by Seller unless such resale, distribution or transfer is registered under the Securities Act or is made pursuant to an applicable exemption therefrom, and is registered under state securities Law or is made pursuant to an applicable exemption therefrom.




 


(s)  Sophistication and Risk.  Seller has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting Seller’s interest in connection with the acquisition of the Adjusted Common Units Consideration.  To the extent deemed necessary by Seller, Seller has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Adjusted Common Units Consideration.  Seller has the ability to bear the economic risks of Seller’s investment in BreitBurn.


 


(t)  Access to Information.  Seller has access to and has reviewed certain of BreitBurn’s filings made pursuant to the Securities Exchange Act of 1934, as amended.  These filings are available to the public on the Securities and Exchange Commission’s website and are required to include collectively all material information regarding the business and financial condition of the BreitBurn, its expected plans for future business activities, the attributes of the Adjusted Common Units Consideration and the merits and risks of an investment in the Adjusted Common Units Consideration.   Seller hereby acknowledges that, based upon the foregoing, it




 




  





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does not desire any further information to evaluate the merits and risks of an investment in the Adjusted Common Units Consideration.




 


(u)  Accredited Investor.  Seller is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


Section 4.2  Representations and Warranties of Buyer.  Buyer represents and warrants to Seller as follows:


 


(a)  Organization and Qualification.  Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to carry on its business as it is now being conducted.  Buyer is duly qualified to do business, and is in good standing, in each jurisdiction in which the Assets to be acquired by it makes such qualification necessary.


 




(b)  Authority.  Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.  The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer.


 


(c)  Enforceability.  This Agreement constitutes a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.




 


(d)  No Conflict or Violation.  Neither the execution and delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions contemplated hereby by Buyer will (i)  conflict with or result in any breach of any provision of the certificate of incorporation, bylaws and other similar governing documents of Buyer or (ii) except as set forth on Schedule 4.2(d) and in clauses (i) and (ii) of Section 4.2(e), (A) be rendered void or ineffective by or under the terms, conditions or provisions of any agreement, instrument or obligation to which Buyer is a party or is subject or (B) subject to the limitations contained in Section 4.2(c), violate or be rendered void or ineffective under any Law.


 


(e)  Consents.  Except for (i) consents and approvals of assignments by any Governmental Authority that are customarily obtained after Closing, (ii) Transfer Requirements and (iii) the consents, approvals, authorizations, filings or notices expressly described and set forth in Schedule 4.2(e), no consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by Buyer or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Buyer.


 


(f)  Actions. To Buyer’s knowledge, there are no actions, suits, arbitrations, proceedings, investigations or claims pending or threatened relating to the transactions contemplated by this Agreement.




 




  





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(g)  Brokerage Fees and Commissions.  Neither Buyer nor any Affiliate of Buyer has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement for which Seller or any Affiliate of Seller shall incur any liability.


 


(h)  Qualified Owner.  Buyer (i) is qualified to own state oil, gas and mineral leases in all jurisdictions where any of the Subject Interests are located and (ii) has complied with any necessary governmental bonding requirements arising from its ownership of the Assets.  The consummation of the transactions contemplated hereby will not cause Buyer to be disqualified as an owner of such leases or to exceed any acreage limitation imposed by any statute, rule, regulation or order of Governmental Authority.


 


(i)  Title to Adjusted Common Units Consideration.  Buyer has good and valid title to the Adjusted Common Units Consideration, free and clear of all liens and encumbrances other than those arising under the BreitBurn Partnership Agreement and transfer restrictions imposed by Law.  Upon transfer of the Adjusted Common Units Consideration at the Closing, Seller shall acquire all of Buyer’s right, title and interest in the Adjusted Common Units Consideration, free all covenants or restrictions applicable to Buyer or Common Units held by Buyer except (i) covenants applicable to Seller or the Adjusted Common Units Consideration pursuant to the partial assignment of Buyer’s rights and obligations under the BreitBurn Registration Rights Agreement described in Section 7.3(c) of this Agreement and (ii) obligations under the BreitBurn Partnership Agreement applicable to all holders of Common Units generally. 

 


ARTICLE V


TRANSFER REQUIREMENTS


 


Section 5.1  Transfer Requirements.  Prior to the execution hereof, Seller initiated all procedures required to comply with or obtain the waiver of all Transfer Requirements applicable to the transactions contemplated by this Agreement.  If a Transfer Requirement applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, at Buyer’s option, any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by an amount agreed to by the Parties.  Any Retained Asset so held back at the initial Closing will be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained Asset; provided, however, if all Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within ninety (90) days following the Closing Date, then such Retained Asset shall be eliminated from the Assets and this Agreement; provided that, if Buyer, prior to the expiration of such ninety (90) day period, elects in writing to waive the Transfer Requirements which have not been obtained, complied with or satisfied with respect to such Retained Asset, Seller shall immediately convey such Retained Asset to Buyer for the portion of the Purchase Price withheld with respect thereto.  Any subsequent conveyance of a Retained Asset will be subject to all Closing requirements and conditions applicable to the initial 




 




  





9











  






 



Closing hereunder and appropriate adjustments in Net Cash Flow and proration of revenues and expenses will be made to account for any delayed Closing with respect to a Retained Asset.




 


Section 5.2  Certain Governmental Consents.  Seller and Buyer will use their commercially reasonable efforts after Closing to obtain all approvals and consents from the Governmental Authorities that may be required under the terms of (or regulations specifically applicable to) any state leases in connection with the assignment of the Subject Interests therein from Seller to Buyer.  To the extent applicable Law prevents complete legal and equitable title to such Subject Interests from being conveyed from Seller to Buyer until such approvals and consents are obtained, Seller shall continue to hold bare legal title to such Subject Interests as nominee for Buyer.  As nominee, Seller shall not be authorized to take and shall not take any action with respect to such Subject Interests except to the extent expressly authorized and directed in writing by Buyer.  Seller shall not be obligated to incur any expenses in Seller’s capacity as nominee.  For purposes of Article IX, Seller and Buyer shall treat and deal with such Subject Interests as if full legal and equitable title to such Subject Interests had passed from Seller to Buyer at Closing; provided that, Buyer shall not be obligated to indemnify or hold harmless Seller for any unauthorized action taken by Seller as nominee of such Subject Interests. 

 


ARTICLE VI


COVENANTS OF SELLER AND BUYER


 


Section 6.1  General Conveyance.  Upon the terms and subject to the conditions of this Agreement, at or prior to the Closing, Seller shall execute and deliver the General Conveyance, in substantially the form attached hereto as Exhibit 6.1 (the “Conveyance”), to Buyer together with all special state assignment forms as may be required by Law to be executed in connection with the conveyance of specific Assets; provided that the terms and provisions of the Conveyance shall control as to any conflict between the Conveyance and any such special assignment forms.


 


Section 6.2  Public Announcements.  Without the prior written approval of the other Party, which approval shall not be unreasonably withheld, no Party will issue, or permit any agent or Affiliate to issue, any press releases or otherwise make, or cause any agent or Affiliate to make, any public statements with respect to this Agreement and the transactions contemplated hereby, except where such release or statement is deemed in good faith by the releasing Party to be required by Law or any national securities exchange, in which case the Party or Parties will use its or their, as the case may be, commercially reasonable efforts to provide a copy to the other Party prior to any release or statement.  Nothing in this Section shall prohibit the disclosure by Seller to shareholders, directors, and employees, as may be reasonably necessary to consummate this transaction, so long as such shareholders, directors and employees agree to maintain all information disclosed to them and the transactions contemplated by this Agreement confidential.


 


Section 6.3  Further Assurances.  Seller and Buyer each agrees that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver or cause their respective Affiliates to execute and deliver such further instruments of conveyance and transfer and take such other action as may be reasonably necessary to carry out the purposes and intents of this Agreement.  Any separate or additional assignment of the Assets or any portion thereof 




 





  





10











  






 



required pursuant to this Section 6.3 (a) shall evidence the conveyance and assignment of the Assets made or intended to be made in the Conveyance, (b) shall not modify or be deemed to modify any of the terms, covenants and conditions set forth in the Conveyance and (c) shall be deemed to contain all of the terms and provisions of the Conveyance, as fully as though the same were set forth at length in such separate or additional assignment.  In addition, Buyer covenants and agrees with Seller that, promptly after the Closing, Buyer shall request (a) BreitBurn or its transfer agent to register the Adjusted Common Units Consideration in the name of Seller and (b) BreitBurn to issue to Seller certificates representing the Adjusted Common Units Consideration.  Buyer shall also use commercially reasonable efforts promptly following the Closing to increase its existing bond with the City of Arlington relating to the oil and gas lease dated October 18, 2006 from the City of Arlington (QRI File No. TX4390156.00) by $125,000 (or issue a new bond to the city for $125,000) in order to allow the City of Arlington to release Seller’s bond of $125,000 in favor of the city relating to such lease.  Finally, Buyer hereby confirms that it has delivered to BreitBurn the notice attached hereto as Exhibit 6.3(A) and that it shall execute at the Closing and deliver to JP Morgan Chase Bank, NA (“JP Morgan”) for the prompt delivery by JP Morgan (along with the certificate representing all of the Common Units owned by Buyer prior to the Closing) to BreitBurn’s transfer agent, the letter attached hereto as Exhibit 6.3(B).


 







ARTICLE VII


CLOSING


 


Section 7.1  Closing.  The Closing shall be held on the Closing Date at 10:00 a.m., Fort Worth, Texas time, at the offices of Buyer, or at such other time or place as Seller and Buyer may otherwise agree in writing.


 


Section 7.2  Seller’s Closing Obligations. As conditions precedent to Buyer’s obligation to consummate the Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following at the Closing:


 


(a)  The Conveyance;


 


(b)  The Affidavit of Non-foreign Status substantially in the form attached as Exhibit 7.2(b);


 


(c)  Letters in lieu of division and transfer orders executed by Seller relating to the Subject Interests in form reasonably necessary to reflect the conveyances contemplated hereby;


 


(d)  The Records; and


 


(e)  Such other documents as may be reasonably necessary to convey all of Seller’s interests in the Assets to Buyer in accordance with the terms and provisions of this Agreement.


 


Section 7.3  Buyer’s Closing Obligations.  As conditions precedent to Seller’s obligation to consummate the Closing, Buyer shall, at the Closing, (i) deliver, or cause to be delivered, the (a) Cashiers Check and (b) Adjusted Cash Consideration less the Check Amount in 




 




  





11











  






 


immediately available funds to the bank account provided in Section 3.2 and (ii) execute and deliver, or cause to be executed and delivered, to Seller the following:


 


(a)  The Conveyance;


 


(b)  An instrument assigning the Adjusted Common Units Consideration to Seller substantially in the form attached as Exhibit 7.3(b); and


 


(c)  Partial assignment of Buyer’s rights and obligations under the BreitBurn Registration Rights Agreement with respect to the Adjusted Common Units Consideration substantially in the form attached as Exhibit 7.3(c) (the “Partial Assignment of Registration Rights Agreement”).


 



ARTICLE VIII


EFFECT OF CLOSING


 


Section 8.1  Revenues.  After Closing, all proceeds, accounts receivable, notes receivable, income, revenues, monies and other items included in or attributable to the Excluded Assets shall belong to and be paid over to Seller.


 


Section 8.2  Expenses.  After Closing, all accounts payable and other costs and expenses with respect to the Assets that are attributable to the period prior to the Effective Time shall be the obligation of and be paid by Seller.


 


Section 8.3  Ad Valorem Taxes.  Buyer shall be responsible for payment of ad valorem taxes assessed against any Assets for 2010.


 


Section 8.4  Payments and Obligations.  If monies are received by any Party which, under the terms of this Agreement, belong to another Party, the same shall immediately be paid over to the proper Party.  If an invoice or other evidence of an obligation is received which under the terms of this Agreement is partially the obligation of Seller and partially the obligation of Buyer, then the Parties shall consult each other and each shall promptly pay its portion of such obligation to the obligee.


 


Section 8.5  Survival.  The representations and warranties of the Parties contained in Article IV of this Agreement shall survive the Closing indefinitely; provided, however, the representations and warranties of (a) Seller contained in Section 4.1(k) shall survive for the applicable period of limitations and (b) Seller contained in Sections 4.1(f) through (j) and Sections 4.1(l) through (u) and Buyer contained in Section 4.2(f) thru (i) shall survive for twelve (12) months after the Closing Date.  All of the covenants and agreements made by each Party in this Agreement shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect after the Closing indefinitely until all obligations with respect to any such covenants are fulfilled in their entirety.


 


Section 8.6  Waiver of Representations and Warranties.  The express representations and warranties of Seller contained in this Agreement or in any agreement to be delivered by Seller pursuant hereto are exclusive and are in lieu of, and Seller expressly disclaims and negates and Buyer hereby waives, any other representation or warranty, express, statutory, implied, or




 





  





12











  






otherwise.  Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, or of conformity to models or samples of materials.  The items of personal property, equipment, improvements, fixtures and appurtenances conveyed as part of the Assets are sold, and Buyer accepts such items “AS IS, WHERE IS AND WITH ALL FAULTS”.




 


ARTICLE IX


ASSUMPTION AND INDEMNIFICATION


 


Section 9.1  Indemnification By Buyer.  FROM AND AFTER THE CLOSING DATE AND SUBJECT TO SECTION 9.2, BUYER SHALL ASSUME THE ASSUMED LIABILITIES AND SHALL INDEMNIFY AND HOLD HARMLESS SELLER, ITS AFFILIATES AND THE PRESENT AND FORMER DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF SELLER AND ITS AFFILIATES, AND EACH OF THE HEIRS, EXECUTORS, SUCCESSORS AND PERMITTED ASSIGNS OF ANY OF THE FOREGOING (COLLECTIVELY, THE “SELLER INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL (A) ASSUMED LIABILITIES INCURRED BY OR ASSERTED AGAINST ANY OF THE SELLER INDEMNIFIED PARTIES, INCLUDING, WITHOUT LIMITATION, ANY ASSUMED LIABILITY BASED ON NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNIFIED PARTIES OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW OR EQUITY (OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES) OR (B) COVERED LIABILITIES RESULTING FROM ANY MISREPRESENTATION, BREACH OF WARRANTY OR NONFULFILLMENT OF ANY COVENANT OR AGREEMENT ON THE PART OF BUYER HEREUNDER. 

 


Section 9.2  Indemnification By Seller. FROM AND AFTER THE CLOSING DATE, SELLER SHALL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS AFFILIATES AND THE PRESENT AND FORMER DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF BUYER AND ITS AFFILIATES, AND EACH OF THE HEIRS, EXECUTORS, SUCCESSORS AND PERMITTED ASSIGNS OF ANY OF THE FOREGOING (COLLECTIVELY, THE “BUYER INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL COVERED LIABILITIES RESULTING FROM (A) ANY MISREPRESENTATION, BREACH OF WARRANTY OR NONFULFILLMENT OF ANY COVENANT OR AGREEMENT ON THE PART OF SELLER HEREUNDER OR (B) THE OWNERSHIP, USE, CONSTRUCTION, MAINTENANCE OR OPERATION OF (i) ANY OF THE EXCLUDED ASSETS OR ANY OTHER ASSET EXCLUDED OR ELIMINATED FROM THIS AGREEMENT AND (ii) THE ASSETS PRIOR TO THE EFFECTIVE TIME, EXCEPT TO THE EXTENT BUYER, AS THE OPERATOR OF THE ASSETS, IS RESPONSIBLE FOR THE COVERED LIABILITY AS A RESULT OF BUYER BEING IN BREACH OF AND LIABLE PURSUANT TO THE EXPRESS TERMS OF THE OPERATING AGREEMENT DATED JUNE 2, 2006, BY AND BETWEEN SELLER AND BUYER COVERING THE ASSETS (THE “JOA”), AND PROVIDED THE CLAIM FOR INDEMNIFICATION IS MADE WITHIN ONE YEAR FROM THE DATE OF THE CLOSING.  SELLER SHALL BE ENTITLED TO ALL RIGHTS AND DEFENSES IT 




 




  





13











  






 


HAS UNDER THE JOA AS A RESULT OF BUYER BEING IN BREACH OF AND LIABLE UNDER THE EXPRESS TERMS OF THE JOA.


 


Section 9.3  Third Party Claims.  If a claim by a third party is made against a Seller Indemnified Party or a Buyer Indemnified Party (an “Indemnified Party”), and if such party intends to seek indemnity with respect thereto under this Article IX, such Indemnified Party shall promptly notify Buyer or Seller, as the case may be (the “Indemnitor”), in writing of such claim.  The Indemnitor shall have thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, however, the fees and expenses of such counsel shall be borne by such Indemnified Party.  So long as the Indemnitor, at Indemnitor’s cost and expense, (1) has undertaken the defense of, and assumed full responsibility for all Covered Liabilities with respect to, such claim, (2) is reasonably contesting such claim in good faith, by appropriate proceedings, and (3) has taken such action (including the posting of a bond, deposit or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnified Party for payment of such claim, the Indemnified Party shall not pay or settle any such claim.  Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such claim.  If, within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder, the Indemnitor does not notify the Indemnified Party in writing that it elects, at Indemnitor’s cost and expense, to undertake the defense thereof and assume full responsibility for all Covered Liabilities with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnified Party’s property as contemplated above, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. 

 


Section 9.4  Direct Claims.  If an Indemnified Party is entitled to indemnity under Section 9.1 or 9.2 for a claim or other matter which does not involve a third party claim, and if Buyer or Seller intends to seek indemnity on behalf of an Indemnified Party with respect thereto by or from an Indemnitor pursuant to Section 9.1 or 9.2, then the Party electing to seek indemnity on behalf of an Indemnified Party shall promptly transmit to the Indemnitor a written notice describing in reasonable detail the nature of such claim or other matter, the Indemnified Party’s best estimate of the Covered Liabilities attributable to such claim or other matter (which shall not constitute an admission or be binding in any respect) and the basis for the Indemnified Party’s entitlement to indemnification under Section 9.1 or 9.2, as the case may be.  If the Indemnitor does not notify the Party who sent such notice within 30 days from its receipt of such notice that the Indemnitor does not dispute such claim for indemnity, the Indemnitor shall be deemed to have disputed such claim.


 


ARTICLE X


MISCELLANEOUS




 




  





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Section 10.1  Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.


 


Section 10.2  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF.


 


Section 10.3  Entire Agreement.  This Agreement (including the Conveyance, the Partial Assignment of Registration Rights Agreement and other agreements expressly contemplated by or incorporated herein) and the Appendix, Schedules and Exhibits hereto, and instruments referred to therein, contain the entire agreement between the Parties with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to herein. 

 


Section 10.4  Expenses.  Buyer shall be responsible for  all recording fees relating to the filing of instruments transferring title to Buyer from Seller.  Seller shall be responsible for (a) all recording and other fees relating to title curative documents, (b) any sales Taxes which may become due and owing by reason of the sale of the Assets hereunder, (c) all transfer, stamp, documentary and similar Taxes imposed on the Parties with respect to the property transfer contemplated pursuant to this Agreement and (d) all income and other Taxes incurred by or imposed on Seller with respect to the transactions contemplated hereby.  All other costs and expenses incurred by each Party in connection with all things required to be done by it hereunder, including attorney’s fees, accountant fees and the expense of title examination, shall be borne by the Party incurring same.


 


Section 10.5  Notices.  All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, by United States Mail, telecopy, telefax or other similar electronic transmission service to the appropriate address or number as set forth below.  Notices to Seller shall be addressed as follows:


 


Marshall R. Young Oil Co.


1320 S. University Drive, No. 400


Fort Worth, Texas 76107


Attention:  Greg Wilson


Telecopy No:  (817) 335-4843


 


With a copy to (which shall not constitute notice hereunder):







Harris, Finley & Bogle, P.C.


777 Main Street, Suite 3600


Fort Worth, Texas 76102-5341


Attention:  William G. Bredthauer


Telecopy No:  (817) 333-1195




 




  





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or at such other address and to the attention of such other Person as Seller may designate by written notice to Buyer.  Notices to Buyer shall be addressed to:


 


Quicksilver Resources Inc.


777 West Rosedale Street


Fort Worth, Texas 76104


Attention:  John C. Cirone, Senior Vice President and General Counsel


Telecopy No.:  (817) 665-5021


 


With a copy to (which shall not constitute notice hereunder):







Fulbright & Jaworski L.L.P.



Fulbright Tower


1301 McKinney, Suite 5100


Houston, Texas 77010


Attention:  Deborah A. Gitomer


Telecopy No:  (713) 651-5246


 


 


or at such other address and to the attention of such other Person as Buyer may designate by written notice to Seller.


 


Section 10.6  Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  Neither this Agreement nor the obligations of any Party shall be assignable or transferable by such Party without the prior written consent of the other Party.


 


Section 10.7  Headings.  The headings to Articles, Sections and other subdivisions of this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.


 


Section 10.8  Amendments and Waivers.  This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought.  Any Party may, only by an instrument in writing, waive compliance by another Party with any term or provision of this Agreement on the part of such other Party to be performed or complied with.  The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.


 


Section 10.9  Appendix, Schedules and Exhibits.  The Appendix and all Schedules and Exhibits hereto which are referred to herein are hereby made a part hereof and incorporated herein by such reference.


 


Section 10.10    Interpretation.  In construing this Agreement:


 


(a)  Examples shall not be construed to limit, expressly or by implication, the matter they illustrate;




 




  





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(b)  The word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;


 


(c)  A defined term has its defined meaning throughout this Agreement and each exhibit, attachment, and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;


 


(d)  Each of the Appendix and each Exhibit and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and the Appendix or any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail; and



 


(e)  No consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement.


 


Section 10.11    Agreement for the Parties’ Benefit Only.  Except as specified in Article IX, which is also intended to benefit and to be enforceable by any of the Indemnified Parties, this Agreement is not intended to confer upon any Person not a Party any rights or remedies hereunder, and no Person, other than the Parties or the Indemnified Parties, is entitled to rely on any representation, warranty, covenant or agreement contained herein (provided, however, that any claim for indemnity hereunder on behalf of an Indemnified Party must be made and administered by a Party).


 


Section 10.12    Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.


 


Section 10.13    Limitation of Damages.  NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY AND/OR ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES CLAIMED BY A PARTY OR ANY SELLER INDEMNIFIED PARTIES OR BUYER INDEMNIFIED PARTIES ARISING FROM OR RELATING TO (A) ANY ACTIONS FOR INDEMNIFICATION UNDER SECTION 9.1 OR SECTION 9.2, AS THE CASE MAY BE, (B) ANY ACTIONS RELATING TO ANY BREACH BY A PARTY IN THE EVENT OF A TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE XIII OR (C) ANY OTHER BREACH OR ALLEGED BREACH OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BAR RECOVERY BY ONE PARTY AGAINST ANOTHER PARTY FOR COVERED LIABILITIES HEREUNDER TO THE EXTENT SUCH COVERED LIABILITIES ARE OWED BY THE CLAIMING PARTY TO AN UNAFFILIATED THIRD PARTY (WHICH


 






  





17











  






SHALL NOT INCLUDE ANY SELLER INDEMNIFIED PARTIES OR BUYER INDEMNIFIED PARTIES).


 


[SIGNATURE PAGE FOLLOWS]


 




  





18











  






 


IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written.


 




	 	SELLER:	 
	 	 	 
	 	
MARSHALL R. YOUNG OIL CO.,


a Delaware corporation

	 
	 	 	 	 
	 	By:	/s/ Shannon E. Y. Ray	 
	 	 	Shannon E. Y. Ray	 
	 	 	President	 
	 	 	 	 
	 	By:	/s/ George M. Young	 
	 	 	George M. Young	 
	 	 	Chairman	 
	 	 	 	 







 


 



 




	 	BUYER:	 
	 	 	 
	 	
QUICKSILVER RESOURCES INC.,


a Delaware corporation

	 
	 	 	 	 
	 	By:	/s/ Glenn Darden	 
	 	 	Glenn Darden	 
	 	 	President and Chief Executive Officer	 
	 	 	 	 







 




  





Signature Page to Asset Purchase Agreement











  








                                                                   


APPENDIX A







Attached to and made a part of that certain


Asset Purchase Agreement dated May 11, 2010,


by and between Marshall R. Young Oil Co., as “Seller”, and


Quicksilver Resources Inc., as “Buyer”







DEFINITIONS







“Accounting Referee” shall be as defined in Section 3.4.


 



“Adjusted Cash Consideration” shall be defined in Section 3.1(a).


 


“Adjusted Common Units Consideration” shall be as defined in Section 3.1(a).




 


“Adjustment Period” shall be as defined in Section 3.3(a).


 


“Adjusted Purchase Price” shall be as defined in Section 3.1(a).


 


“Adjusted Purchase Price Statement” shall be as defined in Section 3.1(b).


 


“Affiliate” shall mean, as to the Person specified, any Person controlling, controlled by or under common control with such specified Person.  The concept of control, controlling or controlled as used in the aforesaid context means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another, whether through the ownership of voting securities, by contract or otherwise.


 


“Agreed Rate” shall mean an annual rate of interest equal to the lesser of (i) eight percent (8%) and (ii) the maximum rate of interest allowed by Law.


 


“Agreement” shall be as defined in the preamble to the Asset Purchase Agreement.


 


“Assets” shall be as defined in Article II.


 


“Assumed Liabilities” shall mean all Covered Liabilities arising out of or attributable to the ownership, use, construction, maintenance or operation of the Assets before or after the Effective Time other than those for which Buyer is entitled to indemnification pursuant to Section 9.2.


 


“BreitBurn” shall mean BreitBurn Energy Partners L.P., a Delaware limited partnership.


 


“BreitBurn Partnership Agreement” shall mean the First Amended and Restated Limited Partnership Agreement of BreitBurn Energy Partners L.P., dated as of October 10, 2006, as amended.


 


“BreitBurn Registration Rights Agreement” shall mean the Registration Rights Agreement between Buyer and BreitBurn, dated as of November 1, 2007, as amended.


 




  





Appendix A, Page 1











  






 


“Buyer” shall be as defined in the preamble to this Agreement.


 


“Buyer Indemnified Parties” shall be as defined in Section 9.2.


 


“Cash Consideration” shall be as defined in Section 3.1(a).


 



“Cashiers Check” shall be as defined in Section 3.2.


 


“Check Amount” shall be as defined in Section 3.2.




 


“Closing” shall be the consummation of the transactions contemplated by Article VII.


 


“Closing Date” shall mean (i) May 11, 2010, or (ii) such other date as may be mutually agreed to by Seller and Buyer.


 


“Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto, together with all regulations promulgated thereunder.


 


“Common Units” shall mean the common unit representing limited partnership interests issued by BreitBurn that are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, and are listed for trading on the NASDAQ Global Select Market.


 


“Common Units Consideration” shall be as defined in Section 3.1(a).


 


“Conveyance” shall be as defined in Section 6.1.


 


“Covered Liabilities” shall mean any and all debts, losses, liabilities, duties, claims, damages, obligations, payments (including, without limitation, those arising out of any demand, assessment, settlement, judgment or compromise relating to any actual or threatened actions, suits, arbitrations, proceedings or investigations), Taxes, costs and expenses (including, without limitation, any attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending any actions, suits, arbitrations, proceedings or investigations), matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown, including, without limitation, any of the foregoing arising under, out of or in connection with any actions, suits, arbitrations, proceedings or investigations, any order or consent decree of any Governmental Authority, any award of any arbitrator, or any Law, contract, commitment or undertaking.


 


“Effective Time” shall mean 7:00 a.m., Central Standard Time, on January 1, 2010.


 


“Eligible Holder” means a person or entity qualified to hold an interest in oil and gas leases on federal lands.  As of the date hereof, Eligible Holder means: (1) a citizen of the United States; (2) a corporation organized under the laws of the United States or of any state thereof; (3) a public body, including a municipality; or (4) an association of United States citizens, such as a partnership or limited liability company, organized under the laws of the United States or of any state thereof, but only if such association does not have any direct or indirect foreign ownership, other than foreign ownership of stock in a parent corporation organized under the laws of the United States or of any state thereof. For the avoidance of doubt, onshore mineral



 




 





Appendix A, Page 2











 






  




leases or any direct or indirect interest therein may be acquired and held by aliens only through stock ownership, holding or control in a corporation organized under the laws of the United States or of any state thereof.


 


“Environmental Laws” shall mean all Laws relating to (i) the control of any pollutant or potential pollutant or protection of the air, water, land or the environment, (ii) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation or (iii) exposure to hazardous, toxic, explosive, corrosive or other substances alleged to be harmful.  “Environmental Laws” shall include, but not be limited to, the Clean Air Act, 42 U.S.C. §  7401 et seq., the Clean Water Act, 33 U.S.C. §  1251 et seq., the Resource Conservation Recovery Act, 42 U.S.C. §  6901 et seq., the Superfund Amendments and Reauthorization Act, 42 U.S.C. § 11001 et seq., the Water Pollution Control Act, 33 U.S.C. §  1251 et seq., the Safe Drinking Water Act, 42 U.S.C. §  300f et seq. and the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §  9601 et seq.


 


“Excluded Assets” shall mean the following:


 


(a)  all deposits, cash, checks, funds and accounts receivable attributable to Seller’s interest in the Assets with respect to any period of time prior to the Effective Time;


 


(b)  all (i) Hydrocarbons produced from or attributable to the Subject Interests with respect to all periods prior to the Effective Time, and (ii) proceeds from or of such Hydrocarbons;


 


(c)  all receivables and cash proceeds which were expressly taken into account and for which credit was given in the determination of Net Cash Flow pursuant to Section 3.3, as adjusted pursuant to Section 3.4; and


 


(d)  the Permitted Overriding Royalty Interests.


 


“Final Adjusted Purchase Price Statement” shall be as defined in Section 3.4.


 


“Governmental Authority” shall mean (i) the United States of America, (ii) any state, county, municipality or other governmental subdivision within the United States of America and (iii) any court or any governmental department, commission, board, bureau, agency or other instrumentality of the United States of America or of any state, county, municipality or other governmental subdivision within the United States of America.


 


“Hydrocarbons” shall mean crude oil, natural gas, casinghead gas, coalbed methane, distillate, condensate, natural gas liquids and other liquid or gaseous hydrocarbons and carbon dioxide.


 


“Hydrocarbon Interests” shall mean (i) leases affecting, relating to or covering any Hydrocarbons and the leasehold interests and estates in the nature of working or operating interests under such leases, as well as overriding royalties, net profits interests, production payments, carried interests, rights of recoupment and other interests in, under or relating to such leases, (ii) fee interests in Hydrocarbons, (iii) royalty interests in Hydrocarbons, (iv) any other interest in Hydrocarbons in place, (v) any economic or contractual rights, options or interests in



 




 





Appendix A, Page 3











 






  




and to any of the foregoing, including, without limitation, any farmout or farmin agreement affecting any interest or estate in Hydrocarbons, and (vi) any and all rights and interests attributable or allocable thereto by virtue of any pooling, unitization, communitization, production sharing or similar agreement, order or declaration.


 


“Indemnified Party” shall be as defined in Section 9.3.


 


“Indemnitor” shall be as defined in Section 9.3.


 


“Initial Adjusted Purchase Price Amount” shall be as defined in Section 3.1(b).


 


“JOA” shall be as defined in Section 9.2.


 



“JPMorgan” shall be as defined in Section 6.3.




 


“Land” shall be as defined in subsection (b) of Article II.


 


“Law” shall mean any applicable statute, law, ordinance, regulation, rule, ruling, order, restriction, requirement, writ, injunction, decree or other official act of or by any Governmental Authority.


 


“Negative Imbalance” shall mean, respectively as to each Property Subdivision to which the Subject Interests are attributable and without duplication, the sum (expressed in MMBtus) of (i) the aggregate make-up, prepaid or other volumes of natural gas that Seller was obligated as of the Effective Time, on account of prepayment, advance payment, take-or-pay, gas balancing or similar obligations, to deliver from the Subject Interests attributable to such Property Subdivision after the Effective Time without then or thereafter being entitled to receive full payment therefor (proportionately reduced to the extent Seller will be entitled to receive partial payment therefor) and (ii) the aggregate pipeline or processing plant imbalances or overdeliveries for which Seller is obligated to pay or deliver natural gas or cash as of the Effective Time to any pipeline, gatherer, transporter, processor, co-owner or purchaser in connection with any other natural gas attributable to the Subject Interests.


 


“Net Cash Flow” shall be as defined in Section 3.3(b).


 


“Net Revenue Interest” shall mean an interest (expressed as a percentage or decimal fraction) in and to all Hydrocarbons produced and saved from or attributable to a Property Subdivision.


 


“Partial Assignment of Registration Rights Agreement” shall be as defined in Section 7.3(c).


 


“Parties” and “Party” shall be defined in the preamble to this Agreement.


 


“Permitted Overriding Royalty Interests” shall mean the overriding royalty interests conveyed by Seller in the assignments described in Schedule I.


 


“Person” shall mean any Governmental Authority or any individual, firm, partnership, corporation, joint venture, trust, unincorporated organization or other entity or organization.



 




  





Appendix A, Page 4











  






 




“Preference Right” shall mean any right or agreement that enables or may enable any Person to purchase or acquire any Asset or any interest therein or portion thereof as a result of or in connection the execution or delivery of this Agreement or the consummation or performance of the terms and conditions contemplated by this Agreement.


 


“Property Schedule” means Exhibit A-2 attached to and made a part of this Agreement.


 


“Property Subdivision” shall mean each well location, well, well completion or other subdivision of property described or referenced in Part II of the Property Schedule.  The Property Subdivision with respect to any well, well location, well completion, or multiple well completion referenced in the Property Schedule shall include the spacing unit for such well, well location or well completion.


 


“Purchase Price” shall be as defined in Section 3.1(a).


 


“Records” shall be as defined in subsection (c)(iv) of Article II.


 


“Retained Asset” shall be as defined in Section 5.1.


 


“Securities Act” shall be as defined in Section 4.1(r).


 


“Seller” shall be as defined in the preamble to this Agreement.


 


“Seller Indemnified Parties” shall be as defined in Section 9.1.


 


“Subject Interests” shall be as defined in subsection (a) of Article II.


 


“Taxes” shall mean all federal, state and local taxes or similar assessments or fees, together with all interest, fines, penalties and additions thereto.


 


“Transfer Requirement” shall mean any consent, approval, authorization or permit of, or filing with or notification to, any Person which must be obtained, made or complied with for or in connection with any sale, assignment, transfer or encumbrance of any Asset or any interest therein in order (i) for such sale, assignment, transfer or encumbrance to be effective, (ii) to prevent any termination, cancellation, default, acceleration or change in terms (or any right thereof from arising) under any terms, conditions or provisions of any Asset (or of any agreement, instrument or obligation relating to or burdening any Asset) as a result of such sale, assignment, transfer or encumbrance, or (iii) to prevent the creation or imposition of any lien, charge, penalty, restriction, security interest or encumbrance on or with respect to any Asset (or any right thereof from arising) as a result of such sale, assignment, transfer or encumbrance; excluding, however, from the definition of Transfer Requirements consents and approvals of assignments by any Governmental Authority (other than consents and approvals by any Governmental Authority in connection with the assignment of any lease from a city or county that is included in the Subject Interests) that are customarily obtained after closing the transactions of this nature.


 


“Working Interest” shall mean the percentage of costs and expenses attributable to the maintenance, development and operation of a Property Subdivision.


 




  





Appendix A, Page 5











  






EXHIBIT 6.1










Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 




GENERAL CONVEYANCE


 



THIS GENERAL CONVEYANCE (this “Conveyance”) executed by MARSHALL R. YOUNG OIL CO. a Delaware corporation (“Assignor”), whose address is 1320 S. University Drive, No. 400, Fort Worth, Texas 76107, to QUICKSILVER RESOURCES INC., a Delaware corporation (“Assignee”), whose address is 777 West Rosedale Street, Fort Worth, Texas 76104, dated effective at 7:00 a.m. (Central Standard Time) on January 1, 2010 (said hour and day hereinafter called the “Effective Time”).


 


ARTICLE 1




 


CONVEYANCE OF ASSETS


 


Assignor, for Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee, the receipt and sufficiency of which consideration are hereby acknowledged and confessed, by these presents does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee, the following described assets and properties (except to the extent constituting Excluded Assets) (collectively, the “Assets”):


 



(a)   The undivided interests specified in Exhibit A in, to or under the Hydrocarbon Interests (hereinafter defined) described therein and all other interests of Assignor in, to or under or derived from any lands (i) covered by or subject to any of the Hydrocarbon Interests described in Exhibit A or (ii) included in the geographic area described in Exhibit A-1, even though such interests of Assignor may be incorrectly described or referred to in, or a description thereof may be omitted from, Exhibit A (the “Subject Interests”);


 


(b)   All right, title and interest of Assignor in and to the lands covered by or subject to the Subject Interests (the “Land”);


 


(c)   All right, title and interest of Assignor in and to or derived from the following insofar as the same are attributable to the Subject Interests or any of the other Assets:  (i) all rights with respect to the use and occupancy of the surface of and the subsurface depths under the Land, (ii) all agreements and contracts, easements, rights-of-way, servitudes and other estates, (iii) all real and personal property located in or upon the Lands or used in connection with the exploration, development or operation of the Subject Interests, and (iv) any and all lease files, title files, land files, division order files, marketing files, well files, production records, seismic, geological, geophysical and engineering data, and all other files, maps and data (in whatever form) arising out of or relating to the Subject Interests or the ownership, use, development, maintenance or operation of the other Assets; and


 




  





Exhibit 6.1, Page 1 of 8











  






 


(d)   All (i) Hydrocarbons produced from or attributable to the Subject Interests with respect to all periods subsequent to the Effective Time and (ii) proceeds from or of Hydrocarbons produced from or attributable to the Subject Interests with respect to all periods subsequent to the Effective Time.


 




For purposes of this Conveyance, the term “Hydrocarbon Interests” means (i) leases affecting, relating to or covering any crude oil, natural gas, casinghead gas, coalbed methane, distillate, condensate, natural gas liquids and other liquid or gaseous hydrocarbons and carbon dioxide (collectively, “Hydrocarbons”) and the leasehold interests and estates in the nature of working or operating interests under such leases, as well as overriding royalties, net profits interests, production payments, carried interests, rights of recoupment and other interests in, under or relating to such leases, (ii) fee interests in Hydrocarbons, (iii) royalty interests in Hydrocarbons, (iv) any other interest in Hydrocarbons in place, (v) any economic or contractual rights, options or interests in and to any of the foregoing, including, without limitation, any farmout or farmin agreement affecting any interest or estate in Hydrocarbons, and (vi) any and all rights and interests attributable or allocable thereto by virtue of any pooling, unitization, communitization, production sharing or similar agreement, order or declaration.


 


There is excluded from this Conveyance and the Assets and reserved unto Assignor the following described interests, rights and properties (the “Excluded Assets”):


 



(a)   all deposits, cash, checks, funds and accounts receivable attributable to Assignor’s interest in the Assets with respect to any period of time prior to the Effective Time;


 


(b)   all (i) Hydrocarbons produced from or attributable to the Subject Interests with respect to all periods prior to the Effective Time, and (ii) proceeds from or of Hydrocarbons produced from or attributable to the Subject Interests with respect to all periods prior to the Effective Time;


 


(c)   all receivables and cash proceeds which were expressly taken into account and for which credit was given in the determination of Net Cash Flow pursuant to Section 3.3 of the Purchase Agreement (hereinafter defined), as adjusted pursuant to Section 3.4 of the Purchase Agreement;


 


(d)   the overriding royalty interests reserved in the assignments described in Exhibit B (the “Permitted Overriding Royalty Interests”); and


 


(e)    that certain oil and gas lease dated August 1, 2006, from Caleast Nat Texas LP, as Lessor, to Assignor, as Lessee, recorded as Document No. D206402249 in the Official Public Records of Tarrant County, Texas.


 




TO HAVE AND TO HOLD the Assets, together with all and singular the rights and appurtenances thereunto in anywise belonging, unto Assignee, its successors and assigns, forever; and Assignor does hereby bind itself and its successors and assigns, to warrant and forever defend Defensible Title (hereinafter defined) unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Assignor and/or the Estate of William Kelly Young, but not otherwise;



 




 





Exhibit 6.1, Page 2 of 8











 






  


provided, however, that Assignee does hereby acknowledge and agree that it shall not be entitled to claim that a breach of such warranty of Defensible Title exists as a result of the Permitted Overriding Royalty Interests or any previous assignment of any Hydrocarbon Interest from Assignor to Assignee.  For purposes of this Conveyance, the terms (i) “Defensible Title” shall mean, respectively as to the Subject Interest or Subject Interests related to a particular well, well completion, well location or other subdivision of property described or refeferenced in Part II of Exhibit A (a “Property Subdivision”), good and defensible record title to such Property Subdivision and the Subject Interest or Subject Interests related to such Property Subdivision that:  (i) entitles Assignee to receive and retain, without suspension, reduction or termination, not less than the applicable Net Revenue Interest or Net Revenue Interests specified for such Property Subdivision in Part II of Exhibit A through plugging, abandonment and salvage of all wells comprising or included in such Property Subdivision and all wells now or hereafter producing from or attributable to such Property Subdivision; (ii) obligates Assignee to bear the costs and expenses attributable to the maintenance, development, and operation of such Property Subdivision through plugging, abandonment and salvage of all wells comprising or included in such Property Subdivision and all wells now or hereafter producing from or attributable to such Property Subdivision in an amount not greater than the applicable Working Interest or Working Interests specified for such Property Subdivision in Part II of Exhibit A; and (iii) except for Permitted Encumbrances (hereinafter defined), is free and clear of all liens, security interests, pledges, collateral assignments, charges, irregularities, deficiencies, defects and other encumbrances, and (ii) “Permitted Encumbrances” shall mean any of the following matters:




 



(1)   any (a) inchoate liens or charges constituting or securing the payment of expenses which were incurred incidental to maintenance, production or operation of the Assets or for the purpose of producing or processing Hydrocarbons therefrom or therein in the ordinary course of business and (b) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’ or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to maintenance, production or operation of the Assets or the production or processing of Hydrocarbons therefrom, but only to the extent the matters in (a) and (b) are matters which Assignee has expressly agreed to assume or pay pursuant to the terms of the Purchase Agreement;


 


(2)   any liens for Taxes not yet delinquent;


 


(3)   any liens or security interests created by Law or reserved in oil, gas and/or mineral leases for royalty, bonus or rental or for compliance with the terms of the Subject Interests;


 


(4)   all Transfer Requirements expressly identified and set forth in Schedule 4.1(f) to the Purchase Agreement;


 


(5)   consents to assignment from Governmental Authorities that may be required under the terms of (or regulations specifically applicable to) any state leases in connection with the assignment thereof or any interest therein;



 




  





Exhibit 6.1, Page 3 of 8











  






 




(6)   any easements, rights of way, servitudes, permits or licenses to the extent such matters, individually or in the aggregate, do not (a) interfere in any material respect with Assignee’s operation of the portion of the Assets burdened thereby or (b) require Assignee to incur any liability with respect thereto;


 


(7)   Lessors’ royalties, overriding royalties, payments out of production, reversionary interests, convertible interests, net profits interests and other burdens affecting Assignee’s Net Revenue Interest if the net cumulative effect of such burdens does not operate to (a) reduce the Net Revenue Interest of Assignee in any Property Subdivision to less than the Net Revenue Interest for such Property Subdivision as set forth in Part II of Exhibit A; or (b) increase the Working Interest of Assignee in any such Property Subdivision to greater than the Working Interest therefor as set forth in Part II of Exhibit A (unless Assignee’s Net Revenue Interest therein is increased in the same proportion);


 


(8)   Non-consent penalties applied against the interest of Assignee arising under applicable operating agreements included in the Assets heretofore incurred if the net cumulative effective of such penalties does not (a) reduce Assignee’s Net Revenue Interest in any Property Subdivision below the Net Revenue Interest for such Property Subdivision set forth in Part II of Exhibit A or (b) increase the Working Interest of Assignee in any Property Subdivision to greater than the Working Interest therefor as set forth in Part II of Exhibit A (unless Assignee’s Net Revenue Interest therein is increased in the same proportion); and


 


(9)   Rights of reassignment upon the surrender or expiration of any lease.


 




ARTICLE 2




 


MISCELLANEOUS


 



2.1   Further Assurances.  Assignor covenants and agrees to execute and deliver to Assignee all such other and additional instruments and other documents and will do all such other acts and things as may be necessary to more fully assure to Assignee or its successors or assigns all of the respective properties, rights and interests herein and hereby granted or intended so to be, including, without limitation, executing separate assignments of individual oil, gas and mineral leases or interests therein which are included in the Assets and which are necessary to facilitate the recognition of Assignee’s ownership of the Assets by all applicable Governmental Authorities.


 


2.2   Separate Assignments.  Any separate assignments which have been, or will be, executed for filing with and approval by applicable Governmental Authorities (a) shall evidence the conveyance and assignment of the applicable Assets herein made, and shall not constitute any additional conveyance or assignment of the Assets, (b) are not intended to modify, and shall not modify, any of the terms, warranties, covenants and conditions set forth in this Conveyance, and (c) shall be deemed to contain all of the terms and provisions of this Conveyance, as fully and to all intents and purposes as though the same were set forth at length in such separate assignments.




 




  





Exhibit 6.1, Page 4 of 8











  






 






2.3   Successors and Assigns.  All of the provisions hereof shall inure to the benefit of and be binding upon the respective successors and assigns of Assignor and Assignee.  All references herein to either Assignor or Assignee shall include their respective successors and assigns.


 


2.4   Counterparts.  This Conveyance is being executed in several original counterparts.  Each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts shall constitute but one and the same assignment.


 


2.5   Filings.  As a matter of convenience and not as a limitation to the Assets covered by this Conveyance, the parties hereto may file in a particular county a counterpart of this Conveyance that only includes the descriptions of those Assets that are located in such county.


 


2.6   Purchase Agreement.  Any defined term used but not otherwise defined herein shall have the meaning given to such term in that certain Asset Purchase Agreement dated May 11, 2010, by and between Assignor, as “Seller”, and Assignee, as “Buyer” (the “Purchase Agreement”).


 




 


[SIGNATURE PAGE FOLLOWS]






 




  





Exhibit 6.1, Page 5 of 8











  






 







IN WITNESS WHEREOF, Assignor and Assignee have caused this Conveyance to be executed on the dates of their respective acknowledgments set forth below, to be effective, however, as of the Effective Time.



 




	 	ASSIGNOR:	 
	 	 	 
	 	
MARSHALL R. YOUNG OIL CO.,


a Delaware corporation

	 
	 	 	 	 
	 	By:	 	 
	 	 	Shannon E. Y. Ray	 
	 	 	President	 
	 	 	 	 
	 	By:	 	 
	 	 	George M. Young	 
	 	 	Chairman	 
	 	 	 	 







 


 



 




	 	ASSIGNEE:	 
	 	 	 
	 	
QUICKSILVER RESOURCES INC.,


a Delaware corporation

	 
	 	 	 	 
	 	By:	 	 
	 	 	Glenn Darden	 
	 	 	President and Chief Executive Officer	 
	 	 	 	 







 










  





Exhibit 6.1, Page 6 of 8











  






 



	STATE OF TEXAS	
§

	 
	 	
§

	 
	COUNTY OF TARRANT	
§

	 





 



This instrument was acknowledged before me on May 11, 2010, by Shannon E. Y. Ray, President of Marshall R. Young Oil Co., a Delaware corporation, on behalf of said corporation.


 





	(SEAL)	 	 
	 	
Notary Public in and for


the State of Texas

	 
	 	 	 
	 	Printed Name of Notary	 
	 	 	 
	 	My commission expires:	 





 



 



	STATE OF TEXAS	
§

	 
	 	
§

	 
	COUNTY OF TARRANT	
§

	 





 




This instrument was acknowledged before me on May 11, 2010, by George M. Young, Chairman of Marshall R. Young Oil Co., a Delaware corporation, on behalf of said corporation.


 




	
(SEAL)

	  	  
	  	
Notary Public in and for


the State of Texas

	  
	  	  	  
	  	
Printed Name of Notary

	  
	  	  	  
	  	
My commission expires:

	  





 















  





Exhibit 6.1, Page 7 of 8











  






 



	STATE OF TEXAS	
§

	 
	 	
§

	 
	COUNTY OF TARRANT	
§

	 





 




This instrument was acknowledged before me on May 11, 2010, by Glenn Darden, President and Chief Executive Officer of Quicksilver Resources Inc., a Delaware corporation, on behalf of said corporation.



 




	
(SEAL)

	  	  
	  	
Notary Public in and for


the State of Texas

	  
	  	  	  
	  	
Printed Name of Notary

	  
	  	  	  
	  	
My commission expires:

	  





 
















  





Exhibit 6.1, Page 8 of 8











  






 


























EXHIBIT 6.3(A)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 




NOTICE TO BREITBURN


 





 


 



May 10, 2010


 



	
Re:

	
Notice of Assignment







 


BreitBurn Energy Partners L.P.


515 South Flower Street, Suite 4800


Los Angeles, California  90071







Ladies and Gentlemen:







Pursuant to Section 2.10 of the registration rights agreement dated as of November 1, 2007 and as amended on April 5, 2010 (the “Registration Rights Agreement”) by and between Quicksilver Resources Inc. (“QRI”) and BreitBurn Energy Partners L.P. (“BBEP”), QRI hereby gives notice to you of the proposed assignment by QRI of 3,619,901 Acquired Units (as defined in the Registration Rights Agreement) to Marshall R. Young Oil Co. (“MRYO”) and of the proposed assignment of QRI’s rights under the Registration Rights Agreement related to such 3,619,901 Acquired Units.  The parties anticipate that MRYO will acquire the Acquired Units on May 11, 2010 or shortly thereafter pursuant to a private placement exemption.  MRYO’s address is 1320 S. University Drive, No. 400, Fort Worth, Texas 76107, Attention:  Shannon Y. Ray, President, and facsimile is (817) 877-3278.  As required by Section 2.10 of the Registration Rights Agreement, pursuant to the Assignment Agreement between us and MRYO, a copy of the form of which is enclosed, MRYO will assume in writing responsibility for its portion of our obligations under the Registration Rights Agreement.







Please do not hesitate to contact Elizabeth Giddens at (817) 665-4894 if you have any questions with respect to the foregoing.





 




	 	Very truly yours,	 
	 	 	 
	 	
QUICKSILVER RESOURCES INC.

	 
	 	 	 	 
	 	By:	/s/ Glenn Darden	 
	 	Name:	Glenn Darden	 
	 	Title:	President and Chief Executive Officer	 
	 	 	 	 







 








 





777 West Rosedale Street


Fort Worth, Texas 76104


817-665-5000 Fax: 817-665-5005


www.qrinc.com







  











  








 




EXHIBIT 6.3(B)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 




TRANSFER AGENT LETTER


 









	
Quicksilver Resources Inc.


777 West Rosedale Street


Fort Worth, Texas 76104

	
JPMorgan Chase Bank, N.A.


10 South Dearborn, 7th Floor


Chicago, Illinois 60603












May 11, 2010







American Stock Transfer & Trust Company


6201 15th Avenue


Brooklyn, New York 11219


Attn: Joe Alicia








	
  

	
Re:    Certificate issued to Quicksilver Resources Inc. evidencing 21,347,972 common units in BreitBurn Energy Partners L.P. (“BreitBurn”), CUSIP 106776 10 7, certificate number BBEP 0114 (the “Certificate”).







 







Dear Mr. Alicia:







The above-referenced Certificate was issued by American Stock Transfer & Trust Company, as transfer agent and registrar, on November 1, 2007.  Quicksilver Resources Inc. (“Quicksilver”) previously pledged the Certificate to JPMorgan Chase Bank, N.A. (“JP Morgan”).  The original Certificate is included with this letter.







Quicksilver has entered into an Asset Purchase Agreement with Marshall R. Young Oil Co. (“MRYOC”) for the purchase of certain assets.  As part of the consideration for the purchase of the assets, Quicksilver has assigned 3,619,901 of its common units in BreitBurn to MRYOC.  Included with this letter is a copy of the Assignment Separate From Certificate.  Also included with this letter are the resolutions of the Board of Directors of Quicksilver authorizing its officers to execute, on behalf of Quicksilver, the Asset Purchase Agreement and such other documents as are necessary to consummate the transactions contemplated therein.







You are hereby instructed and authorized, as transfer agent and registrar, to cancel the Certificate and replace the same with five (5) new certificates of restricted common units as follows:


 




  





  











  












	
Number of Common Units in BreitBurn Energy Partners L.P.

	
Issued in the Name of

	
To be Sent to

	
Date of Issuance


	
17,728,071

	
Quicksilver Resources Inc.


Tax ID # 75-2756163

	
Vinson & Elkins LLP


2001 Ross Ave., Ste 3700


Dallas, TX 75201-2975


Attn: Erec Winandy

	
May 11, 2010


	
1,000,000

	
Marshall R. Young Oil Co.


Tax ID # 75-0889538


1320 S. University Dr., No. 400


Fort Worth, TX 76107

	
Texas Capital Bank, N.A.


2000 McKinney Ave., Ste 700


Dallas, TX 75201


Attn: Sharon Butler, Sr. Vice Pres.

	
May 11, 2010


	
1,000,000

	
Marshall R. Young Oil Co.


Tax ID # 75-0889538


1320 S. University Dr., No. 400


Fort Worth, TX 76107

	
Texas Capital Bank, N.A.


2000 McKinney Ave., Ste 700


Dallas, TX 75201


Attn: Sharon Butler, Sr. Vice Pres.

	
May 11, 2010


	
1,000,000

	
Marshall R. Young Oil Co.


Tax ID # 75-0889538


1320 S. University Dr., No. 400


Fort Worth, TX 76107

	
Texas Capital Bank, N.A.


2000 McKinney Ave., Ste 700


Dallas, TX 75201


Attn: Sharon Butler, Sr. Vice Pres.

	
May 11, 2010


	
619,901

	
Marshall R. Young Oil Co.


Tax ID # 75-0889538


1320 S. University Dr., No. 400


Fort Worth, TX 76107

	
Texas Capital Bank, N.A.


2000 McKinney Ave., Ste 700


Dallas, TX 75201


Attn: Sharon Butler, Sr. Vice Pres.

	
May 11, 2010












If any other documentation is required in order to issue the certificates as described above, or if for any reason you cannot strictly comply with the terms of this request, please immediately contact Elizabeth Giddens of Quicksilver at (817) 665-4894; provided, however, that any changes to the instructions provided in this letter shall also require the consent of JPMorgan and MRYOC.  Furthermore, if you are unable to complete this request prior to 5:00 p.m. Central Time on May 31, 2010, you are hereby instructed to return the original Certificate to Erec Winandy of Vinson & Elkins LLP at the address listed above.







If you have any other questions regarding the above matters, please do not hesitate to contact Elizabeth Giddens of Quicksilver at (817) 665-4894; Brian P. Orlando of JPMorgan at (214) 965-3245; or Patrick Reardon, counsel to MRYOC at (817) 348-8801.







[Signature Page Follows]




 




  





- 2 -











  






 


Sincerely,


 




	 	QUICKSILVER RESOURCES INC.	 
	 	 	 	 
	
 

	
By: 

	 	 
	 	 	Vanessa Gomez LaGatta	 
	 	 	Vice President - Treasurer	 
	 	 	 	 







 




	 	JPMORGAN CHASE BANK, N.A.	 
	 	 	 	 
	
 

	
By: 

	 	 
	 	 	Brian P. Orlando	 
	 	 	Vice President	 
	 	 	 	 







Please acknowledge receipt of the original Certificate and confirm your agreement to strictly comply with these instructions by signing and dating a copy of this letter in the space provided below and returning such signed copy to Erec Winandy of Vinson & Elkins LLP at the address listed above, by e-mail to ewinandy@velaw.com or by fax to (214) 999-7756.


 



	
AMERICAN STOCK TRANSFER


& TRUST COMPANY


 


	By:	 	 	 
	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	Date:	 	 	 





 


 



	cc:	
Greg Brown, BreitBurn Energy Partners L.P.


Joseph P. Hadley, Davis Polk & Wardwell LLP


Shannon Y. Ray, Marshall R. Young Oil Co.


Patrick A. Reardon, The Reardon Firm, 1000 Macon St., Ste. 300, Fort Worth, TX 76102


	 	 
	encl.:	
Original Certificate


Assignment Separate From Certificate


Resolutions of Board of Directors of Quicksilver







 


 








  





- 3 -











  








 




EXHIBIT 7.2(b)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 




AFFIDAVIT OF NON-FOREIGN STATUS


 



Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person.  To inform the transferee, Quicksilver Resources Inc., a Delaware corporation (“Transferee”), that withholding of tax is not required upon the disposition of a United States real property interest by Marshall R. Young Oil Co., a Delaware corporation (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:


 


1.   Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);


 


2.   Transferor’s United States employer identification number is 75-0889538; and


 


3.   Transferor’s office address is 1320 S. University Drive, Suite 400, Fort Worth, Texas  76107.


 


Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both.


 


Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor.


 


IN WITNESS WHEREOF, the undersigned has executed this certificate effective as of May 11, 2010.





 




	 	
MARSHALL R. YOUNG OIL CO.

	 
	 	 	 	 
	 	By:	 	 
	 	 	Shannon E. Y. Ray	 
	 	 	President	 
	 	 	 	 
	 	By:	 	 
	 	 	George M. Young	 
	 	 	Chairman	 
	 	 	 	 







 




  





- 1 -











  









 



	STATE OF TEXAS	
§

	 
	 	
§

	 
	COUNTY OF TARRANT	
§

	 





 



This instrument was acknowledged before me on May 11, 2010, by Shannon E. Y. Ray, President of Marshall R. Young Oil Co., a Delaware corporation, on behalf of said corporation.




 




	
(SEAL)

	  	  
	  	
Notary Public in and for


the State of Texas

	  
	  	  	  
	  	
Printed Name of Notary

	  
	  	  	  
	  	
My commission expires:

	  





 





 



	STATE OF TEXAS	
§

	 
	 	
§

	 
	COUNTY OF TARRANT	
§

	 





 




This instrument was acknowledged before me on May 11, 2010, by George M. Young, Chairman of Marshall R. Young Oil Co., a Delaware corporation, on behalf of said corporation.


 





	
(SEAL)

	  	  
	  	
Notary Public in and for


the State of Texas

	  
	  	  	  
	  	
Printed Name of Notary

	  
	  	  	  
	  	
My commission expires:

	  





 














  





- 2 -











  







 











EXHIBIT 7.3(b)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 




ASSIGNMENT SEPARATE FROM CERTIFICATE


 



 


FOR VALUE RECEIVED, the undersigned, Quicksilver Resources Inc., a Delaware corporation (the “Assignor”), hereby sells, assigns and transfers to Marshall R. Young Oil Co., a Delaware corporation (the “Assignee”), pursuant to the terms and conditions of that certain Asset Purchase Agreement dated of even date herewith by and between the Assignor and the Assignee, all if its rights, title and interest in and to 3,619,901 Common Units representing limited partnership interests in BreitBurn Energy Partners, L.P., a Delaware limited partnership (the “Company”), standing in the Assignor’s name on the books of the Company, and does hereby irrevocably constitute and appoint ____________________________________ as attorney-in-fact to transfer said interests on the books of the Company, with full power of substitution in the premises.  Upon the Company’s or the Assignee’s written request, the Assignor shall execute and deliver from time to time hereafter all such further documents and instruments and shall do and perform all such acts as may be reasonably necessary to give full effect to the intent of this Assignment Separate From Certificate.


 


IN WITNESS WHEREOF, the Assignor has executed this Assignment Separate from Certificate effective as of the 11th day of May, 2010.






 




	 	
QUICKSILVER RESOURCES INC.

	 
	 	 	 	 
	 	By:	 	 
	 	Name:	Glenn Darden	 
	 	Title:	President and Chief Executive Officer	 
	 	 	 	 







 








  





  











  









 




EXHIBIT 7.3(c)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 




PARTIAL ASSIGNMENT OF REGISTRATION RIGHTS AGREEMENT


 



ASSIGNMENT AGREEMENT


 


This Assignment Agreement is entered into as of May 11, 2010 by and between Quicksilver Resources Inc. (“QRI”) and Marshall R. Young Oil Co. (“MRYO”).







W I T N E S S E T H :


 


WHEREAS, QRI and MRYO are parties to an asset purchase agreement dated as of May 11, 2010 (the “Purchase Agreement”) pursuant to which QRI has agreed, on the terms and subject to the conditions contained therein, to purchase from MRYO certain specified assets in exchange for $62,000,000 and 3,619,901 common units representing limited partner interests (“Units”) in Breitburn Energy Partners L.P. (“BBEP”);


 


WHEREAS, QRI is party to a registration rights agreement by and between BBEP and QRI dated as of November 1, 2007 and as amended as of April 5, 2010 (the “Registration Rights Agreement”) relating to the Units;


 


WHEREAS, QRI desires to transfer to MRYO its rights under the Registration Rights Agreement relating to the 3,619,901 Units pursuant to Section 2.10 of the Registration Rights Agreement;


 


NOW, THEREFORE, the parties hereto agree as follows:


 



Section 1.  Assignment and Acceptance. QRI hereby assigns to MRYO its rights and responsibilities under the Registration Rights Agreement relating to the 3,619,901 Units purchased by MRYO pursuant to the Purchase Agreement.  MRYO hereby accepts assignment of such rights and assumes such responsibilities.


 


Section 2.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 3.  Counterparts.  This Assignment Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.


 




IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be duly executed as of the date first above written.



 




  





  











  







 




	 	
QUICKSILVER RESOURCES INC.

	 
	 	 	 	 
	 	By:	 	 
	 	Name:	Glenn Darden	 
	 	Title:	President and Chief Executive Officer	 
	 	 	 	 







 









 




	 	
MARSHALL R. YOUNG OIL CO.

	 
	 	 	 	 
	 	By:	 	 
	 	Name:	Shannon E. Y. Ray	 
	 	Title:	President	 
	 	 	 	 
	 	By:	 	 
	 	Name:	George M. Young	 
	 	Title:	Chairman	 
	 	 	 	 







 






  





2











  








 














 





EXHIBIT A-1







Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”







GEOGRAPHIC AREA




 





 


 




  





  











  










 


EXHIBIT A-2








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 




PROPERTY SCHEDULE


 



I.  PART I





	
QRI File No

	
Lease Name

	
Original Lessee

	
Lse Dated

	
Recorded County

	
Document #

	
Amended Date

	
Amendment


Document #


	
TX4390002.01

	
MICHAEL C OLCOTT

	
MARSHALL R YOUNG OIL COMPANY

	
03/25/2005

	
TARRANT

	
D205143296

	  	  
	
TX4390002.02

	
MARY SUSAN OLCOTT

	
MARSHALL R YOUNG OIL COMPANY

	
06/20/2005

	
TARRANT

	
D205177448

	  	  
	
TX4390002.03

	
OLCOTT TRUSTS FROST BK TR

	
MARSHALL R YOUNG OIL COMPANY

	
09/15/2005

	
TARRANT

	
D205281911

	  	  
	
TX4390003.01

	
LUCILLA S GARRETT

	
MARSHALL R YOUNG OIL COMPANY

	
04/05/2005

	
TARRANT

	
D205138067

	  	  
	
TX4390003.02

	
JOHN B SARTAIN

	
MARSHALL R YOUNG OIL COMPANY

	
04/05/2005

	
TARRANT

	
D205138066

	  	  
	
TX4390003.03

	
J EDWARD SARTAIN

	
MARSHALL R YOUNG OIL COMPANY

	
04/05/2005

	
TARRANT

	
D205163408

	  	  
	
TX4390004.00

	
JACK R MCLAUGHLIN TRUSTEE

	
MARSHALL R YOUNG OIL COMPANY

	
01/19/2005

	
TARRANT

	
D205170539

	  	  
	
TX4390005.00

	
S L SIBERT COMPANY INC

	
MARSHALL R YOUNG OIL COMPANY

	
05/12/2005

	
TARRANT

	
D205163412

	  	  
	
TX4390006.00

	
303 BUSINESS PARK VENTURE

	
MARSHALL R YOUNG OIL COMPANY

	
05/12/2005

	
TARRANT

	
D205170540

	  	  
	
TX4390007.00

	
DEBORAH MUSE

	
MARSHALL R YOUNG OIL COMPANY

	
04/18/2005

	
TARRANT

	
D205170541

	
02/06/2009

	
D209058250


	
TX4390007.00

	
DEBORAH MUSE

	  	  	  	  	
04/11/2008

	
D208172617


	
TX4390008.00

	
JOHN W FITZWATER ET UX TR

	
MARSHALL R YOUNG OIL COMPANY

	
04/12/2005

	
TARRANT

	
D205241482

	  	  
	
TX4390009.00

	
LAKE ARLINGTON STORAGE LP

	
MARSHALL R YOUNG OIL COMPANY

	
04/12/2005

	
TARRANT

	
D205241481

	  	  
	
TX4390010.00

	
TRINA M CHARLES-YEANDLE

	
MARSHALL R YOUNG OIL COMPANY

	
05/20/2005

	
TARRANT

	
D205255628

	  	  
	
TX4390011.00

	
ELMER E HUBBLE ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/07/2005

	
TARRANT

	
D205110052

	  	  
	
TX4390013.00

	
GLORIA DESADIER

	
MARSHALL R YOUNG OIL COMPANY

	
05/23/2005

	
TARRANT

	
D205231013

	  	  
	
TX4390014.00

	
GUSTAVO L LEAL ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/24/2005

	
TARRANT

	
D205264964

	  	  







 




  






Exhibit A-2 – Part I – Page 1













  









	
TX4390015.00

	
DARRELL STORY

	
MARSHALL R YOUNG OIL COMPANY

	
05/23/2005

	
TARRANT

	
D205225631

	  	  
	
TX4390016.00

	
DICKY HAMPTON, ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/23/2005

	
TARRANT

	
D205255630

	  	  
	
TX4390017.00

	
820/MARTIN DEVELOPMENT LP

	
MARSHALL R YOUNG OIL COMPANY

	
04/14/2005

	
TARRANT

	
D205112088

	  	  
	
TX4390018.00

	
S L MYERS TRUST ET AL

	
MARSHALL R YOUNG OIL COMPANY

	
04/14/2005

	
TARRANT

	
D205105376

	  	  
	
TX4390019.01

	
WILLIAM SOWELL ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/18/2005

	
TARRANT

	
D205163409

	  	  
	
TX4390019.02

	
RONNIE EUGENE KETCHUM

	
MARSHALL R YOUNG OIL COMPANY

	
09/01/2005

	
TARRANT

	
D205292840

	  	  
	
TX4390019.03

	
PERRY W KETCHUM

	
MARSHALL R YOUNG OIL COMPANY

	
09/01/2005

	
TARRANT

	
D205307388

	  	  
	
TX4390019.04

	
LARRY CHARLES KETCHUM

	
MARSHALL R YOUNG OIL COMPANY

	
09/01/2005

	
TARRANT

	
D205342979

	  	  
	
TX4390021.00

	
VIVIENNE B WILLIAMS ET AL

	
MARSHALL R YOUNG OIL COMPANY

	
07/01/2005

	
TARRANT

	
D205255638

	  	  
	
TX4390022.00

	
ERNEST THOMAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
11/18/2005

	
TARRANT

	
D206017040

	  	  
	
TX4390023.00

	
GUINA J HEDGE KRAFT

	
MARSHALL R YOUNG OIL COMPANY

	
06/01/2005

	
TARRANT

	
D205225632

	  	  
	
TX4390024.00

	
ROBERT CHAPMAN ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
06/07/2005

	
TARRANT

	
D205225633

	  	  
	
TX4390025.00

	
EARL BURLESON, DON DOHERTY

	
MARSHALL R YOUNG OIL COMPANY

	
05/13/2005

	
TARRANT

	
D205163410

	  	  
	
TX4390026.00

	
E-DOR LTD

	
MARSHALL R YOUNG OIL COMPANY

	
04/29/2005

	
TARRANT

	
D205163411

	  	  
	
TX4390027.01

	
JOHN MICHAEL DAVIS

	
MARSHALL R YOUNG OIL COMPANY

	
12/05/2005

	
TARRANT

	
D206017041

	  	  
	
TX4390027.02

	
LINDA RADER OVERMAN

	
MARSHALL R YOUNG OIL COMPANY

	
09/02/2005

	
TARRANT

	
D205342980

	  	  
	
TX4390027.03

	
WEB MADDOX TRUST

	
MARSHALL R YOUNG OIL COMPANY

	
09/20/2005

	
TARRANT

	
D205281913

	  	  
	
TX4390027.04

	
ROSALIE ANN RADER

	
MARSHALL R YOUNG OIL COMPANY

	
08/30/2005

	
TARRANT

	
D205281912

	  	  
	
TX4390027.05

	
BETTY J. MOORE

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2005

	
TARRANT

	
D205220506

	  	  
	
TX4390027.06

	
JOHN N FRY

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2005

	
TARRANT

	
D205209263

	  	  
	
TX4390027.07

	
CAROLYN CAMPBELL

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2005

	
TARRANT

	
D205209264

	  	  
	
TX4390027.08

	
GRAYCE H. DAVIS

	
QUICKSILVER RESOURCES INC

	
06/14/2005

	
TARRANT

	
D205209265

	  	  
	
TX4390027.09

	
ROSEMARY HULBURT

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2005

	
TARRANT

	
D205209266

	  	  







 




  






Exhibit A-2 – Part I – Page 2













  






 




	
TX4390027.10

	
ROBERT N RADER

	
MARSHALL R YOUNG OIL COMPANY

	
06/24/2005

	
TARRANT

	
D205209267

	  	  
	
TX4390027.11

	
SHARON FOX

	
MARSHALL R YOUNG OIL COMPANY

	
06/21/2005

	
TARRANT

	
D205220505

	  	  
	
TX4390027.12

	
JUDITH E BEEBE

	
MARSHALL R YOUNG OIL COMPANY

	
06/27/2005

	
TARRANT

	
D205220504

	  	  
	
TX4390027.13

	
JAMES NEWTON

	
MARSHALL R YOUNG OIL COMPANY

	
06/29/2005

	
TARRANT

	
D205220502

	  	  
	
TX4390027.14

	
PAT PACKARD

	
MARSHALL R YOUNG OIL COMPANY

	
07/01/2005

	
TARRANT

	
D205220501

	  	  
	
TX4390027.15

	
GERALD S NEWTON

	
MARSHALL R YOUNG OIL COMPANY

	
06/29/2005

	
TARRANT

	
D205220503

	  	  
	
TX4390027.16

	
EDWARD TUCKER MUSE

	
MARSHALL R YOUNG OIL COMPANY

	
06/23/2006

	
TARRANT

	
D207117225

	  	  
	
TX4390027.17

	
EWELL H MUSE

	
MARSHALL R YOUNG OIL COMPANY

	
06/23/2006

	
TARRANT

	
D206220922

	  	  
	
TX4390027.18

	
BILLIE B MOSITES TRUSTEE

	
MARSHALL R YOUNG OIL COMPANY

	
10/04/2006

	
TARRANT

	
D206323151

	  	  
	
TX4390027.19

	
CHERYL A MOSITES

	
MARSHALL R YOUNG OIL COMPANY

	
10/04/2006

	
TARRANT

	
D206323152

	  	  
	
TX4390027.20

	
DUVONNE C MOSITES

	
MARSHALL R YOUNG OIL COMPANY

	
10/04/2006

	
TARRANT

	
D206323153

	  	  
	
TX4390027.21

	
CRISTIE L MOSITES

	
MARSHALL R YOUNG OIL COMPANY

	
10/04/2006

	
TARRANT

	
D206323154

	  	  
	
TX4390027.22

	
LORI D MOSITES

	
MARSHALL R YOUNG OIL COMPANY

	
10/04/2006

	
TARRANT

	
D206323155

	  	  
	
TX4390027.23

	
EWELL H MUSE III

	
MARSHALL R YOUNG OIL COMPANY

	
02/05/2007

	
TARRANT

	
D207088320

	  	  
	
TX4390027.24

	
EDWARD TUCKER MUSE

	
MARSHALL R YOUNG OIL COMPANY

	
02/05/2007

	
TARRANT

	
D207088319

	  	  
	
TX4390027.25

	
JESSICA CADWELL

	
MARSHALL R YOUNG OIL COMPANY

	
05/30/2007

	
TARRANT

	
D207233344

	  	  
	
TX4390027.26

	
KRISTINE ASHTON

	
MARSHALL R YOUNG OIL COMPANY

	
05/09/2007

	
TARRANT

	
D207217310

	  	  
	
TX4390027.27

	
DOUGLAS CADWELL

	
MARSHALL R YOUNG OIL COMPANY

	
05/09/2007

	
TARRANT

	
D207217311

	  	  
	
TX4390027.28

	
E P MADDOX III

	
QUICKSILVER RESOURCES INC

	
09/27/2007

	
TARRANT

	
D207408114

	  	  
	
TX4390027.29

	
F CHRIS FARKAS TRUST

	
QUICKSILVER RESOURCES INC

	
12/19/2007

	
TARRANT

	
D208001564

	  	  
	
TX4390027.30

	
DAUN CRAIG FARKAS

	
QUICKSILVER RESOURCES INC

	
11/05/2007

	
TARRANT

	
D208024437

	  	  
	
TX4390027.31

	
EDWARD M MUSE TRUST

	
QUICKSILVER RESOURCES INC

	
11/30/2007

	
TARRANT

	
D207450509

	  	  
	
TX4390027.32

	
NANCY LEE BASS

	
QUICKSILVER RESOURCES INC

	
11/30/2007

	
TARRANT

	
D207450510

	  	  
	
TX4390027.33

	
NANCY MUSE LEE BASS

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209125162

	  	  







 




  






Exhibit A-2 – Part I – Page 3













  






 




	
TX4390027.34

	
LUCY RYAN MUSE

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209125163

	  	  
	
TX4390027.35

	
EDWARD M MUSE TRUST

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209125164

	  	  
	
TX4390027.36

	
LINDA RADER OVERMAN

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209134576

	  	  
	
TX4390027.37

	
CAROLYN CAMPBELL

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209134577

	  	  
	
TX4390027.38

	
SHARON FOX

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209134578

	  	  
	
TX4390027.39

	
PATRICIA L PACKARD

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209134579

	  	  
	
TX4390027.40

	
GERALD S NEWTON

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209134580

	  	  
	
TX4390027.41

	
JAMES A NEWTON

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209134581

	  	  
	
TX4390027.42

	
JOHN N FRY

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209134583

	  	  
	
TX4390027.43

	
GRAYCE H DAVIS

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209134582

	  	  
	
TX4390027.44

	
JUDITH E BEEBE

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209145772

	  	  
	
TX4390027.45

	
ROSALIE ANN RADER

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209145770

	  	  
	
TX4390027.46

	
CADWELL-MCCLEEREY FM TR

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209159509

	  	  
	
TX4390027.47

	
JESSICA CADWELL

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209154618

	  	  
	
TX4390027.48

	
ROSEMARY HULBURT

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209154620

	  	  
	
TX4390027.49

	
JOHN MICHAEL DAVIS

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209154623

	  	  
	
TX4390027.50

	
ROBERT N RADER

	
QUICKSILVER RESOURCES INC

	
04/16/2009

	
TARRANT

	
D209154622

	  	  
	
TX4390027.51

	
DONO W MOORE

	
QUICKSILVER RESOURCES INC

	
06/15/2009

	
TARRANT

	
D209175671

	  	  
	
TX4390027.52

	
KRISTINE WITHAM

	
QUICKSILVER RESOURCES INC

	
06/30/2009

	
TARRANT

	
D209197945

	  	  
	
TX4390028.00

	
MARK MATSON ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/16/2005

	
TARRANT

	
D205185616

	  	  
	
TX4390029.00

	
SOUTH LOOP 820 LP

	
MARSHALL R YOUNG OIL COMPANY

	
05/09/2005

	
TARRANT

	
D205185617

	
05/29/2009

	
D209168072


	
TX4390030.00

	
SCI TEXAS FUNERAL SERVICES

	
MARSHALL R YOUNG OIL COMPANY

	
06/24/2005

	
TARRANT

	
D205195024

	  	  







 




  






Exhibit A-2 – Part I – Page 4













  






 




	
TX4390031.00

	
ROBERT F HENDERSON ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/30/2005

	
TARRANT

	
D205195025

	  	  
	
TX4390032.00

	
RICHARD MCQUEEN

	
MARSHALL R YOUNG OIL COMPANY

	
06/30/2005

	
TARRANT

	
D205202774

	  	  
	
TX4390033.00

	
JAMES W WILBORN ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/11/2005

	
TARRANT

	
D205241495

	  	  
	
TX4390034.00

	
SUN VALLEY INDUSTRIAL PARK

	
MARSHALL R YOUNG OIL COMPANY

	
05/09/2005

	
TARRANT

	
D205209268

	  	  
	
TX4390035.00

	
AL RAY BULLS JR

	
MARSHALL R YOUNG OIL COMPANY

	
06/14/2005

	
TARRANT

	
D205209269

	  	  
	
TX4390036.00

	
DJK INC

	
MARSHALL R YOUNG OIL COMPANY

	
11/30/2005

	
TARRANT

	
D206067890

	
05/07/2008

	
D208257909


	
TX4390037.00

	
SHERRY LAWHON ET VIR

	
MARSHALL R YOUNG OIL COMPANY

	
01/27/2006

	
TARRANT

	
D206067887

	
03/26/2008

	
D208283201


	
TX4390038.00

	
G L HARRIS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
02/08/2006

	
TARRANT

	
D206067888

	  	  
	
TX4390039.00

	
NURUL A CHOWDHURY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
02/05/2006

	
TARRANT

	
D206067891

	  	  
	
TX4390040.00

	
AEROSPACE OPTICS INC

	
MARSHALL R YOUNG OIL COMPANY

	
02/07/2006

	
TARRANT

	
D206067889

	  	  
	
TX4390041.00

	
FRANK NGUYEN ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
08/12/2005

	
TARRANT

	
D206094635

	  	  
	
TX4390042.00

	
BOBBY DAVIS

	
MARSHALL R YOUNG OIL COMPANY

	
02/21/2006

	
TARRANT

	
D206094636

	  	  
	
TX4390043.00

	
JOSE A MORENO ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/11/2006

	
TARRANT

	
D206123047

	  	  
	
TX4390044.00

	
JOY LYNN THOMPSON

	
MARSHALL R YOUNG OIL COMPANY

	
03/27/2006

	
TARRANT

	
D206123050

	  	  
	
TX4390045.00

	
DARLA RAY-SMITH/CECIL RAY

	
MARSHALL R YOUNG OIL COMPANY

	
02/18/2006

	
TARRANT

	
D206123051

	  	  
	
TX4390046.00

	
THOMAS E CAESAR ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
02/08/2006

	
TARRANT

	
D206162967

	  	  
	
TX4390047.00

	
GARY E NICHOLS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/18/2006

	
TARRANT

	
D206162970

	  	  
	
TX4390049.00

	
VIOLET MAE MCDONALD

	
MARSHALL R YOUNG OIL COMPANY

	
05/22/2006

	
TARRANT

	
D206178713

	  	  
	
TX4390050.00

	
JERRY W GURGANUS

	
MARSHALL R YOUNG OIL COMPANY

	
05/22/2006

	
TARRANT

	
D206178715

	  	  
	
TX4390051.00

	
GRADY W CLIFTON JR

	
MARSHALL R YOUNG OIL COMPANY

	
04/13/2006

	
TARRANT

	
D206123049

	  	  
	
TX4390052.00

	
JESUS MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
04/11/2006

	
TARRANT

	
D206123048

	  	  
	
TX4390053.00

	
ROSE MARY MCCLUNG

	
MARSHALL R YOUNG OIL COMPANY

	
05/22/2006

	
TARRANT

	
D206178714

	  	  
	
TX4390054.00

	
SCOTT W SHANNON

	
MARSHALL R YOUNG OIL COMPANY

	
11/10/2005

	
TARRANT

	
D205366364

	  	  







 




  






Exhibit A-2 – Part I – Page 5













  






 




	
TX4390056.00

	
DARRELL R JEFFRESS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
11/10/2005

	
TARRANT

	
D205366365

	  	  
	
TX4390057.00

	
CONLEY LOTT NICHOLS MA CO

	
MARSHALL R YOUNG OIL COMPANY

	
09/28/2005

	
TARRANT

	
D205366366

	
03/16/2009

	
D209082160


	
TX4390059.00

	
RAYMOND C DAVIS

	
MARSHALL R YOUNG OIL COMPANY

	
10/24/2005

	
TARRANT

	
D205366367

	  	  
	
TX4390060.00

	
GLADYS JO LILLY

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2005

	
TARRANT

	
D205366368

	  	  
	
TX4390061.00

	
CAPITAL ACCUMULATION & PRE

	
MARSHALL R YOUNG OIL COMPANY

	
11/18/2005

	
TARRANT

	
D205384589

	  	  
	
TX4390062.00

	
LAWHON INC

	
MARSHALL R YOUNG OIL COMPANY

	
11/11/2005

	
TARRANT

	
D205384590

	
02/12/2009

	
D209066274


	
TX4390063.00

	
LARRY PEABODY EXEC

	
MARSHALL R YOUNG OIL COMPANY

	
11/23/2005

	
TARRANT

	
D205384591

	  	  
	
TX4390064.00

	
ROBERT WARD WILLIAMS

	
MARSHALL R YOUNG OIL COMPANY

	
11/18/2005

	
TARRANT

	
D205384592

	  	  
	
TX4390065.00

	
SHERRY LAWHON ET VIR

	
MARSHALL R YOUNG OIL COMPANY

	
11/11/2005

	
TARRANT

	
D205384593

	  	  
	
TX4390066.00

	
MICHAEL W SHIELDS

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2005

	
TARRANT

	
D205384595

	  	  
	
TX4390067.00

	
LONNA MASSINGALE

	
MARSHALL R YOUNG OIL COMPANY

	
06/23/2005

	
TARRANT

	
D205225634

	  	  
	
TX4390068.00

	
CHARLIE W HARKCOM ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
06/23/2005

	
TARRANT

	
D205225635

	  	  
	
TX4390069.00

	
KATHRYN LEE WHITE

	
MARSHALL R YOUNG OIL COMPANY

	
06/29/2005

	
TARRANT

	
D205225636

	  	  
	
TX4390070.00

	
PAUL R LORICH

	
MARSHALL R YOUNG OIL COMPANY

	
07/06/2005

	
TARRANT

	
D205225637

	  	  
	
TX4390071.00

	
LINDA JEAN COGBURN

	
MARSHALL R YOUNG OIL COMPANY

	
07/06/2005

	
TARRANT

	
D205225638

	  	  
	
TX4390072.00

	
RICHARD STEVE ROMANS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2005

	
TARRANT

	
D205225639

	  	  
	
TX4390073.00

	
SANDRA IRENE ROMANS

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2005

	
TARRANT

	
D205225640

	  	  
	
TX4390074.00

	
DOROTHY LAVERNE WILLIAMS

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2005

	
TARRANT

	
D205225641

	  	  
	
TX4390075.00

	
WILLIE R STEWART

	
MARSHALL R YOUNG OIL COMPANY

	
07/06/2005

	
TARRANT

	
D205225642

	  	  
	
TX4390076.00

	
TONY D DEAUMAN ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2005

	
TARRANT

	
D205225643

	  	  
	
TX4390077.00

	
WILLARD J COLE ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2005

	
TARRANT

	
D205225644

	  	  
	
TX4390078.00

	
DONALD GILBERT SIMONS

	
MARSHALL R YOUNG OIL COMPANY

	
07/18/2005

	
TARRANT

	
D205225645

	  	  
	
TX4390079.00

	
SAMER A ALSABE ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/26/2005

	
TARRANT

	
D205225646

	  	  







 




  






Exhibit A-2 – Part I – Page 6













  






 




	
TX4390080.00

	
HERBERT CECIL BERRY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/12/2005

	
TARRANT

	
D205225647

	  	  
	
TX4390081.00

	
H F TULL III ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2005

	
TARRANT

	
D205225648

	  	  
	
TX4390082.00

	
MARGARET EAGAN

	
MARSHALL R YOUNG OIL COMPANY

	
07/18/2005

	
TARRANT

	
D205231014

	  	  
	
TX4390083.00

	
THE FORT WORTH VILLAS

	
MARSHALL R YOUNG OIL COMPANY

	
05/16/2005

	
TARRANT

	
D205241496

	  	  
	
TX4390085.00

	
ROY SAMUEL FIELDS JR ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/18/2005

	
TARRANT

	
D205255639

	  	  
	
TX4390086.00

	
RONALD W WERTZ

	
MARSHALL R YOUNG OIL COMPANY

	
07/27/2005

	
TARRANT

	
D205264967

	  	  
	
TX4390087.00

	
WHIZ-Q INC

	
MARSHALL R YOUNG OIL COMPANY

	
08/03/2005

	
TARRANT

	
D205264965

	
04/16/2009

	
D209119325


	
TX4390087.00

	
WHIZ-Q INC

	  	  	  	  	
05/14/2009

	
D209129593


	
TX4390088.00

	
OVERNITE TRANSPORATION CO

	
MARSHALL R YOUNG OIL COMPANY

	
08/10/2005

	
TARRANT

	
D205281914

	  	  
	
TX4390089.00

	
PITTMAN CONSTRUCTION INC

	
MARSHALL R YOUNG OIL COMPANY

	
08/07/2005

	
TARRANT

	
D205281917

	  	  
	
TX4390090.00

	
TRIPLE SEVEN STORES

	
MARSHALL R YOUNG OIL COMPANY

	
07/28/2005

	
TARRANT

	
D205281916

	  	  
	
TX4390091.00

	
W H GROVE ESTATE

	
MARSHALL R YOUNG OIL COMPANY

	
09/20/2005

	
TARRANT

	
D205281915

	  	  
	
TX4390092.00

	
RAYMUNDO DELGADO ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
09/19/2005

	
TARRANT

	
D205292841

	  	  
	
TX4390093.00

	
MARIA DELIA PAZ

	
MARSHALL R YOUNG OIL COMPANY

	
08/18/2005

	
TARRANT

	
D205292842

	  	  
	
TX4390094.00

	
ERICA ROBLES SANCHEZ

	
MARSHALL R YOUNG OIL COMPANY

	
08/31/2005

	
TARRANT

	
D205292843

	  	  
	
TX4390095.00

	
THOMAS R SPEARS

	
MARSHALL R YOUNG OIL COMPANY

	
09/26/2005

	
TARRANT

	
D205292844

	  	  
	
TX4390096.00

	
BOWER & PARKER INV INC

	
MARSHALL R YOUNG OIL COMPANY

	
08/12/2005

	
TARRANT

	
D205292845

	  	  
	
TX4390097.00

	
RUDOLF REYES ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/15/2005

	
TARRANT

	
D205342985

	  	  
	
TX4390098.00

	
EASTLAND REAL ESTATE INV

	
MARSHALL R YOUNG OIL COMPANY

	
10/24/2005

	
TARRANT

	
D205342984

	  	  
	
TX4390099.00

	
JUDEA MISSIONARY BAPTIST

	
MARSHALL R YOUNG OIL COMPANY

	
09/01/2005

	
TARRANT

	
D205342983

	
03/15/2009

	
D209088816


	
TX4390100.00

	
BWW TRUST

	
MARSHALL R YOUNG OIL COMPANY

	
10/14/2005

	
TARRANT

	
D205342982

	  	  
	
TX4390101.00

	
BWW TRUST

	
MARSHALL R YOUNG OIL COMPANY

	
09/30/2005

	
TARRANT

	
D205342981

	  	  
	
TX4390102.00

	
CYNTHIA ANN EVANS ESTES

	
MARSHALL R YOUNG OIL COMPANY

	
08/16/2005

	
TARRANT

	
D205307387

	  	  
	
TX4390103.00

	
LEWIS & ASSOC REALTORS INC

	
MARSHALL R YOUNG OIL COMPANY

	
08/10/2005

	
TARRANT

	
D205307386

	  	  







 




  






Exhibit A-2 – Part I – Page 7













  






 




	
TX4390104.00

	
WORLD MISSIONARY BAPTIST

	
MARSHALL R YOUNG OIL COMPANY

	
09/01/2005

	
TARRANT

	
D205297236

	  	  
	
TX4390105.00

	
UNLIMITED FAITH II LLC

	
MARSHALL R YOUNG OIL COMPANY

	
09/01/2005

	
TARRANT

	
D205297235

	  	  
	
TX4390106.00

	
WILLIE D STRAWTHER ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
08/22/2005

	
TARRANT

	
D205297234

	  	  
	
TX4390107.00

	
H D TURNEY & D A DURHAM

	
MARSHALL R YOUNG OIL COMPANY

	
07/28/2005

	
TARRANT

	
D205297233

	  	  
	
TX4390108.00

	
GARY M REEDER

	
MARSHALL R YOUNG OIL COMPANY

	
08/10/2005

	
TARRANT

	
D205292850

	  	  
	
TX4390109.00

	
LAWHON INC

	
MARSHALL R YOUNG OIL COMPANY

	
08/01/2005

	
TARRANT

	
D205292849

	
02/26/2009

	
D209066273


	
TX4390110.00

	
CORNERSTONE CHURCH FAITH

	
MARSHALL R YOUNG OIL COMPANY

	
09/22/2005

	
TARRANT

	
D205292848

	  	  
	
TX4390111.00

	
ARMANDO ZAVALA

	
MARSHALL R YOUNG OIL COMPANY

	
09/22/2005

	
TARRANT

	
D205292847

	  	  
	
TX4390112.00

	
ROSARIO RAMIREZ

	
MARSHALL R YOUNG OIL COMPANY

	
08/18/2005

	
TARRANT

	
D205292846

	  	  
	
TX4390113.00

	
PHILIP H TREW JR

	
MARSHALL R YOUNG OIL COMPANY

	
02/01/2006

	
TARRANT

	
D206034818

	  	  
	
TX4390114.00

	
WILLIE E MULKEY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/04/2006

	
TARRANT

	
D206187077

	  	  
	
TX4390115.01

	
F WILLIAM BUEHLER III

	
MARSHALL R YOUNG OIL COMPANY

	
05/25/2006

	
TARRANT

	
D206242430

	  	  
	
TX4390115.02

	
PHYLLIS D THOMAS

	
MARSHALL R YOUNG OIL COMPANY

	
05/25/2006

	
TARRANT

	
D206242431

	  	  
	
TX4390116.00

	
G & P PROPERTIES

	
MARSHALL R YOUNG OIL COMPANY

	
05/18/2006

	
TARRANT

	
D206187080

	  	  
	
TX4390117.00

	
JIM TALLY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/08/2006

	
TARRANT

	
D206187081

	  	  
	
TX4390118.00

	
OLLIE STRAWN ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/16/2006

	
TARRANT

	
D206187083

	  	  
	
TX4390119.00

	
CHARLES E TAGG

	
MARSHALL R YOUNG OIL COMPANY

	
05/16/2006

	
TARRANT

	
D206187084

	  	  
	
TX4390120.00

	
DOROTHY MAE BROWN

	
MARSHALL R YOUNG OIL COMPANY

	
06/09/2006

	
TARRANT

	
D206187085

	  	  
	
TX4390121.00

	
JACQUELINE DILLON

	
MARSHALL R YOUNG OIL COMPANY

	
06/19/2006

	
TARRANT

	
D206203380

	  	  
	
TX4390122.00

	
NELDA TOMLIN MCCASLIN

	
MARSHALL R YOUNG OIL COMPANY

	
05/09/2006

	
TARRANT

	
D206203381

	
10/27/2008

	
208464767


	
TX4390123.00

	
CLAYTON B WILLIAMSON ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
06/19/2006

	
TARRANT

	
D206203382

	  	  
	
TX4390124.00

	
DONALD EUGENE HAGINS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
06/19/2006

	
TARRANT

	
D206203383

	  	  
	
TX4390125.00

	
SUSANA CASTRO

	
MARSHALL R YOUNG OIL COMPANY

	
06/19/2006

	
TARRANT

	
D206203384

	  	  







 




  






Exhibit A-2 – Part I – Page 8













  






 




	
TX4390126.00

	
AL RAY BULLS JR

	
MARSHALL R YOUNG OIL COMPANY

	
06/14/2005

	
TARRANT

	
D205209270

	  	  
	
TX4390127.00

	
LAWHON INC

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2005

	
TARRANT

	
D205209271

	  	  
	
TX4390128.00

	
LAWHON INC

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2005

	
TARRANT

	
D205241494

	  	  
	
TX4390129.00

	
LOUIS LAND COMPANY LTD

	
MARSHALL R YOUNG OIL COMPANY

	
05/27/2005

	
TARRANT

	
D205220500

	
12/08/2009

	
D209333771


	
TX4390130.00

	
WESTWIND ENTERPRISES LTD

	
MARSHALL R YOUNG OIL COMPANY

	
07/21/2005

	
TARRANT

	
D205231012

	  	  
	
TX4390133.00

	
OAK CREEK HOUSING PROP LP

	
MARSHALL R YOUNG OIL COMPANY

	
11/23/2005

	
TARRANT

	
D206033401

	
01/29/2009

	
D209054497


	
TX4390135.00

	
ERNEST THOMAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
12/20/2005

	
TARRANT

	
D206052095

	  	  
	
TX4390136.00

	
LAWHON INC

	
MARSHALL R YOUNG OIL COMPANY

	
01/03/2006

	
TARRANT

	
D206033402

	  	  
	
TX4390137.00

	
ERNEST THOMAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
12/20/2005

	
TARRANT

	
D206052094

	  	  
	
TX4390138.00

	
ERNEST THOMAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
12/20/2005

	
TARRANT

	
D206052093

	  	  
	
TX4390139.00

	
ERNEST THOMAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
12/20/2005

	
TARRANT

	
D206052092

	  	  
	
TX4390140.00

	
JO ANN THOMAS ET VIR

	
MARSHALL R YOUNG OIL COMPANY

	
12/20/2005

	
TARRANT

	
D206052091

	  	  
	
TX4390141.00

	
ERNEST THOMAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
12/20/2005

	
TARRANT

	
D206052090

	  	  
	
TX4390143.00

	
ALBERT CARRILLO

	
MARSHALL R YOUNG OIL COMPANY

	
06/08/2006

	
TARRANT

	
D206220930

	  	  
	
TX4390144.01

	
JOYCE ANN PUTMAN

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2006

	
TARRANT

	
D206220928

	  	  
	
TX4390144.02

	
LUTHER D PUTMAN

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2006

	
TARRANT

	
D206220929

	  	  
	
TX4390145.00

	
JWV ASSOC LTD

	
MARSHALL R YOUNG OIL COMPANY

	
06/14/2006

	
TARRANT

	
D206220927

	  	  
	
TX4390146.00

	
HAROLD SHARP ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/13/2006

	
TARRANT

	
D206220926

	  	  
	
TX4390147.00

	
ROOTIN-TOOTIN PROP LP

	
MARSHALL R YOUNG OIL COMPANY

	
06/14/2006

	
TARRANT

	
D206235885

	  	  
	
TX4390148.00

	
HARRY MCDANIEL ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
06/21/2006

	
TARRANT

	
D206235886

	  	  
	
TX4390149.00

	
YEN NGUYEN

	
MARSHALL R YOUNG OIL COMPANY

	
07/12/2006

	
TARRANT

	
D206235887

	  	  
	
TX4390150.01

	
ARNOLD D HOLLEMAN ET AL

	
MARSHALL R YOUNG OIL COMPANY

	
06/28/2006

	
TARRANT

	
D206235888

	  	  
	
TX4390151.00

	
LORETTA ORTEGA ET VIR

	
MARSHALL R YOUNG OIL COMPANY

	
06/22/2006

	
TARRANT

	
D206220925

	  	  







 




  






Exhibit A-2 – Part I – Page 9













  






 




	
TX4390152.00

	
ANCIENT OAKS LTD

	
MARSHALL R YOUNG OIL COMPANY

	
07/26/2006

	
TARRANT

	
D206229201

	  	  
	
TX4390153.00

	
POOR BOYS PROPERTIES

	
QUICKSILVER RESOURCES INC

	
06/14/2006

	
TARRANT

	
D206235884

	  	  
	
TX4390154.00

	
NGOCANH THI TRAN & N D BUI

	
MARSHALL R YOUNG OIL COMPANY

	
06/15/2006

	
TARRANT

	
D206220924

	  	  
	
TX4390155.00

	
RICKEY LEE STRAWN SR ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/16/2006

	
TARRANT

	
D206187082

	  	  
	
TX4390156.00

	
CITY OF ARLINGTON

	
QUICKSILVER RESOURCES INC

	
10/18/2006

	
TARRANT

	
D206329299

	
Effective 10/18/2006

	
D208464020


	
TX4390156.00

	
CITY OF ARLINGTON

	
QUICKSILVER RESOURCES INC

	
10/18/2006

	
TARRANT

	  	
03/17/2009

	
D209086075


	
TX4390156.00

	
CITY OF ARLINGTON

	
QUICKSILVER RESOURCES INC

	
10/18/2006

	
TARRANT

	  	
03/29/2010

	
D210092144


	
TX4390157.00

	
VALUE FAM PROP SUMMERLAKE

	
MARSHALL R YOUNG OIL COMPANY

	
06/26/2006

	
TARRANT

	
D206278075

	  	  
	
TX4390158.00

	
TRIUMPH FABRICATIONS FW

	
MARSHALL R YOUNG OIL COMPANY

	
07/26/2006

	
TARRANT

	
D206279354

	  	  
	
TX4390159.00

	
WILLIAM A STANLEY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/19/2006

	
TARRANT

	
D206254040

	  	  
	
TX4390160.00

	
DAN DIPERTS TRAVEL SERV

	
MARSHALL R YOUNG OIL COMPANY

	
07/20/2006

	
TARRANT

	
D206254041

	  	  
	
TX4390161.00

	
G M & B A COOPER FAMILY TR

	
MARSHALL R YOUNG OIL COMPANY

	
07/18/2006

	
TARRANT

	
D206254042

	
06/24/2008

	
D208326299


	
TX4390161.00

	
G M & B A COOPER FAMILY TR

	
MARSHALL R YOUNG OIL COMPANY

	
07/18/2006

	
TARRANT

	  	
06/17/2008

	
Unrecorded Letter Agmt


	
TX4390164.01

	
JULIUS ONEAL BELL

	
MARSHALL R YOUNG OIL COMPANY

	
09/12/2006

	
TARRANT

	
D206319455

	  	  
	
TX4390164.02

	
VIKKI EVANS

	
MARSHALL R YOUNG OIL COMPANY

	
01/25/2007

	
TARRANT

	
D207088321

	  	  
	
TX4390164.03

	
TROYLAN ANN BELL

	
MARSHALL R YOUNG OIL COMPANY

	
01/25/2007

	
TARRANT

	
D207088322

	  	  
	
TX4390165.00

	
ARC COM 3 EL LAGO

	
MARSHALL R YOUNG OIL COMPANY

	
08/01/2006

	
TARRANT

	
D206242434

	  	  
	
TX4390168.00

	
JERRY C MOYES ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
09/19/2006

	
TARRANT

	
D206325108

	
11/07/2008

	
D208423737


	
TX4390169.00

	
TXU MINERAL DEV CO LP

	
MARSHALL R YOUNG OIL COMPANY

	
10/13/2006

	
TARRANT

	
D206325109

	
03/02/2007

	
D207117223


	
TX4390169.00

	
TXU MINERAL DEV CO LP

	  	  	  	  	
07/31/2007

	
D207268298


	
TX4390169.00

	
TXU MINERAL DEV CO LP

	  	  	  	  	
01/31/2008

	
Partial Release         D208037638


	
TX4390169.00

	
TXU MINERAL DEV CO LP

	  	  	  	  	
03/10/2009

	
D209086074


	
TX4390169.00

	
TXU MINERAL DEV CO LP

	  	  	  	  	
08/18/2009

	
D209246930


	
TX4390170.00

	
RICHARD WARREN

	
MARSHALL R YOUNG OIL COMPANY

	
09/21/2006

	
TARRANT

	
D206325107

	  	  







 




  






Exhibit A-2 – Part I – Page 10













  






 




	
TX4390171.00

	
FEDEX GROUND PACKAGE SYS

	
MARSHALL R YOUNG OIL COMPANY

	
05/19/2006

	
TARRANT

	
D206325106

	  	  
	
TX4390172.00

	
SHERRY LAWHON ET VIR

	
MARSHALL R YOUNG OIL COMPANY

	
09/22/2006

	
TARRANT

	
D206325105

	  	  
	
TX4390173.00

	
ROBERT DANIEL RUSSELL

	
MARSHALL R YOUNG OIL COMPANY

	
10/11/2006

	
TARRANT

	
D206323157

	  	  
	
TX4390174.00

	
NURUL A CHOWDHURY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/06/2006

	
TARRANT

	
D206323156

	  	  
	
TX4390175.00

	
EBENEZER MISSIONARY BAPTIS

	
MARSHALL R YOUNG OIL COMPANY

	
08/09/2006

	
TARRANT

	
D206325104

	  	  
	
TX4390176.00

	
NIEVES A LOPEZ

	
MARSHALL R YOUNG OIL COMPANY

	
09/23/2006

	
TARRANT

	
D206319461

	  	  
	
TX4390177.00

	
JOSEPHINE S STEVENS

	
MARSHALL R YOUNG OIL COMPANY

	
09/23/2006

	
TARRANT

	
D206319460

	  	  
	
TX4390178.00

	
MARIA E PEREZ ESCALANTE

	
MARSHALL R YOUNG OIL COMPANY

	
09/23/2006

	
TARRANT

	
D206319459

	  	  
	
TX4390179.00

	
JOSAFAT J VILLEGAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
09/23/2006

	
TARRANT

	
D206319458

	  	  
	
TX4390180.00

	
RAYMOND LESTER BIEBER

	
MARSHALL R YOUNG OIL COMPANY

	
09/23/2006

	
TARRANT

	
D206319457

	  	  
	
TX4390181.00

	
JAMES DORSEY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
08/01/2006

	
TARRANT

	
D206319456

	  	  
	
TX4390182.00

	
303 JOINT VENTURE

	
MARSHALL R YOUNG OIL COMPANY

	
11/15/2006

	
TARRANT

	
D206362872

	  	  
	
TX4390183.55

	
LAWHON INC

	
MARSHALL R YOUNG OIL COMPANY

	
09/12/2006

	
TARRANT

	
UNRECORDED

	  	  
	
TX4390184.99

	
303 BUSINESS PARK VENTURE

	
MARSHALL R YOUNG OIL COMPANY & QRI

	
02/15/2007

	
TARRANT

	
D207058579

	  	  
	
TX4390185.00

	
JAMES RICHARD NACHLINGER

	
MARSHALL R YOUNG OIL COMPANY

	
10/04/2006

	
TARRANT

	
D206329673

	  	  
	
TX4390186.00

	
ALLAGENE CAUDLE

	
MARSHALL R YOUNG OIL COMPANY

	
09/18/2006

	
TARRANT

	
D206329674

	  	  
	
TX4390187.00

	
RUBEN ZAVALA ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/12/2006

	
TARRANT

	
D206359569

	  	  
	
TX4390188.00

	
JAIME MORENO & J MELENDEZ

	
MARSHALL R YOUNG OIL COMPANY

	
10/30/2006

	
TARRANT

	
D206359570

	  	  
	
TX4390189.00

	
BRANDON FOUNTAINE

	
MARSHALL R YOUNG OIL COMPANY

	
10/30/2006

	
TARRANT

	
D206359571

	  	  
	
TX4390190.00

	
MARCELINO CARRILLO ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/12/2006

	
TARRANT

	
D206359572

	  	  
	
TX4390200.00

	
MELTON E STEVENS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/12/2006

	
TARRANT

	
D206359573

	  	  
	
TX4390201.00

	
FELIPA RUIZ

	
MARSHALL R YOUNG OIL COMPANY

	
10/12/2006

	
TARRANT

	
D206359574

	  	  
	
TX4390202.00

	
RAYMUNDO ONTIVEROS

	
MARSHALL R YOUNG OIL COMPANY

	
10/12/2006

	
TARRANT

	
D206359575

	  	  







 




  






Exhibit A-2 – Part I – Page 11













  






 




	
TX4390203.00

	
MANUEL BEDOLLA ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/12/2006

	
TARRANT

	
D206359576

	  	  
	
TX4390204.00

	
DENNIS VERA

	
MARSHALL R YOUNG OIL COMPANY

	
10/12/2006

	
TARRANT

	
D206359577

	  	  
	
TX4390205.00

	
AUGUSTIN MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
10/30/2006

	
TARRANT

	
D206359578

	  	  
	
TX4390206.00

	
ASCENCION RUIZ MARQUEZ

	
MARSHALL R YOUNG OIL COMPANY

	
10/12/2006

	
TARRANT

	
D206359579

	  	  
	
TX4390207.00

	
ERNESTO MARTINEZ ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/30/2006

	
TARRANT

	
D206359580

	  	  
	
TX4390208.00

	
CONNER RAY MCCLAREN ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/30/2006

	
TARRANT

	
D206359581

	  	  
	
TX4390209.00

	
EASTLAND REAL ESTATE INV

	
MARSHALL R YOUNG OIL COMPANY

	
09/22/2006

	
TARRANT

	
D206390216

	  	  
	
TX4390210.00

	
J BIMER & DERMARDIROSSIAN

	
MARSHALL R YOUNG OIL COMPANY

	
07/22/2006

	
TARRANT

	
D206329675

	  	  
	
TX4390211.00

	
R HAFKESBRING II & BLEULER

	
MARSHALL R YOUNG OIL COMPANY

	
11/27/2006

	
TARRANT

	
D206390217

	  	  
	
TX4390212.00

	
RICHARD R BRADSHAW ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/18/2006

	
TARRANT

	
D206390218

	  	  
	
TX4390213.00

	
GOOD SHEPARD TEMPLE OF PRA

	
MARSHALL R YOUNG OIL COMPANY

	
09/19/2006

	
TARRANT

	
D206390219

	
02/02/2009

	
D209054494


	
TX4390215.00

	
RUBY L STOY

	
MARSHALL R YOUNG OIL COMPANY

	
10/10/2006

	
TARRANT

	
D206390220

	  	  
	
TX4390216.00

	
RICHARD DORSETT ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/26/2006

	
TARRANT

	
D206402250

	  	  
	
TX4390217.00

	
CALEAST NAT TEXAS LP

	
MARSHALL R YOUNG OIL COMPANY

	
08/01/2006

	
TARRANT

	
D206402249

	  	  
	
TX4390219.01

	
RUBEN ZAVALA AKA R AGUILAR

	
MARSHALL R YOUNG OIL COMPANY

	
12/07/2006

	
TARRANT

	
D207020717

	  	  
	
TX4390219.02

	
JOSE LUIS AGUILAR

	
MARSHALL R YOUNG OIL COMPANY

	
12/07/2006

	
TARRANT

	
D207020714

	  	  
	
TX4390220.01

	
PATRICIA A PENNINGTON

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2006

	
TARRANT

	
D207038208

	  	  
	
TX4390220.02

	
GARY W GARDNER

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2006

	
TARRANT

	
D207029761

	  	  
	
TX4390220.03

	
JACK V GARDNER

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2006

	
TARRANT

	
D207029762

	  	  
	
TX4390220.04

	
LARRY J GARDNER

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2006

	
TARRANT

	
D207029763

	  	  
	
TX4390220.05

	
RONALD S GARDNER

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2006

	
TARRANT

	
D207029764

	  	  
	
TX4390220.06

	
GENTRY FAMILY LIVING TRUST

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2006

	
TARRANT

	
D207029765

	  	  
	
TX4390220.07

	
DENISE PENNINGTON

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2006

	
TARRANT

	
D207029766

	  	  







 




  






Exhibit A-2 – Part I – Page 12













  






 


 




	
TX4390220.08

	
PAULA L PENNINGTON

	
MARSHALL R YOUNG OIL COMPANY

	
11/17/2006

	
TARRANT

	
D207029767

	  	  
	
TX4390221.00

	
WAYNE ALLEN SMITH

	
MARSHALL R YOUNG OIL COMPANY

	
01/12/2007

	
TARRANT

	
D207038209

	  	  
	
TX4390222.00

	
DENNIS M WILLIAMS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
01/12/2007

	
TARRANT

	
D207038210

	  	  
	
TX4390223.00

	
GLENDA COLBURN

	
MARSHALL R YOUNG OIL COMPANY

	
12/28/2006

	
TARRANT

	
D207029768

	  	  
	
TX4390224.00

	
BILLY M PADGETT

	
MARSHALL R YOUNG OIL COMPANY

	
10/30/2006

	
TARRANT

	
D207020723

	  	  
	
TX4390225.00

	
ROBERT BRIDGES

	
MARSHALL R YOUNG OIL COMPANY

	
12/07/2006

	
TARRANT

	
D207020722

	  	  
	
TX4390226.00

	
ANNIE D CORBETT

	
MARSHALL R YOUNG OIL COMPANY

	
12/18/2006

	
TARRANT

	
D207020721

	  	  
	
TX4390227.00

	
SHIRLEY ANN LONG

	
MARSHALL R YOUNG OIL COMPANY

	
12/14/2006

	
TARRANT

	
D207020720

	  	  
	
TX4390228.00

	
A J S INVESTMENTS

	
MARSHALL R YOUNG OIL COMPANY

	
12/14/2006

	
TARRANT

	
D207020719

	  	  
	
TX4390229.00

	
REPO INC

	
MARSHALL R YOUNG OIL COMPANY

	
11/10/2006

	
TARRANT

	
D207020716

	
04/29/2009

	
D209136883


	
TX4390231.00

	
NATHAN CRAIG DAVIS

	
MARSHALL R YOUNG OIL COMPANY

	
02/01/2007

	
TARRANT

	
D207090357

	  	  
	
TX4390232.00

	
B EARLINE MAPLES

	
MARSHALL R YOUNG OIL COMPANY

	
02/10/2007

	
TARRANT

	
D207090356

	  	  
	
TX4390233.00

	
VIVIAN U HOWELL

	
MARSHALL R YOUNG OIL COMPANY

	
02/13/2007

	
TARRANT

	
D207090355

	  	  
	
TX4390234.00

	
MANUEL HERNANDEZ

	
MARSHALL R YOUNG OIL COMPANY

	
02/04/2007

	
TARRANT

	
D207090354

	  	  
	
TX4390235.00

	
JUAN A HERNANDEZ RUIZ

	
MARSHALL R YOUNG OIL COMPANY

	
02/16/2007

	
TARRANT

	
D207090353

	  	  
	
TX4390236.00

	
SAUL GALLEGOS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
02/24/2007

	
TARRANT

	
D207090352

	  	  
	
TX4390237.00

	
GUADALUPE FUENTES

	
MARSHALL R YOUNG OIL COMPANY

	
02/15/2007

	
TARRANT

	
D207090351

	  	  
	
TX4390238.00

	
ETHEL I BROWN

	
MARSHALL R YOUNG OIL COMPANY

	
02/22/2007

	
TARRANT

	
D207090350

	  	  
	
TX4390239.00

	
GLORIA SANCHEZ

	
MARSHALL R YOUNG OIL COMPANY

	
12/14/2006

	
TARRANT

	
D207088327

	  	  
	
TX4390240.01

	
MARCOS MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
12/07/2006

	
TARRANT

	
D207112374

	  	  
	
TX4390240.02

	
HERMINIA MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
12/07/2006

	
TARRANT

	
D207112375

	  	  
	
TX4390241.00

	
ABLE MORCUO & E HERNANDEZ

	
MARSHALL R YOUNG OIL COMPANY

	
01/22/2007

	
TARRANT

	
D207088325

	  	  
	
TX4390242.00

	
DIANA HOWELL MITCHELL

	
MARSHALL R YOUNG OIL COMPANY

	
02/13/2007

	
TARRANT

	
D207088323

	  	  
	
TX4390243.99

	
WATERVIEW ESTATES N LP

	
QUICKSILVER RESOURCES INC

	
03/22/2007

	
TARRANT

	
D207103372

	  	  







 




  






Exhibit A-2 – Part I – Page 13













  






 




	
TX4390245.01

	
NARY SON LIEU

	
MARSHALL R YOUNG OIL COMPANY

	
02/27/2007

	
TARRANT

	
D207112379

	  	  
	
TX4390245.02

	
ALEXANDER T LIEU

	
MARSHALL R YOUNG OIL COMPANY

	
02/27/2007

	
TARRANT

	
D207112380

	  	  
	
TX4390245.03

	
RICKY T LIEU

	
MARSHALL R YOUNG OIL COMPANY

	
02/27/2007

	
TARRANT

	
D207112381

	  	  
	
TX4390245.04

	
JEROME B LIEU

	
MARSHALL R YOUNG OIL COMPANY

	
02/27/2007

	
TARRANT

	
D207112382

	  	  
	
TX4390246.00

	
IGNACIO ALMAGUER

	
MARSHALL R YOUNG OIL COMPANY

	
02/23/2007

	
TARRANT

	
D207114869

	  	  
	
TX4390247.00

	
TRAVIS BRITT

	
MARSHALL R YOUNG OIL COMPANY

	
03/20/2007

	
TARRANT

	
D207114870

	  	  
	
TX4390248.00

	
JACKIE CROSS

	
MARSHALL R YOUNG OIL COMPANY

	
03/14/2007

	
TARRANT

	
D207114871

	  	  
	
TX4390249.00

	
WILLIAM C DAVIDSON

	
MARSHALL R YOUNG OIL COMPANY

	
03/26/2007

	
TARRANT

	
D207114872

	  	  
	
TX4390250.00

	
JOSE ESCALANTE ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
02/17/2007

	
TARRANT

	
D207114873

	  	  
	
TX4390251.00

	
EDDIE E FEELER ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
03/01/2007

	
TARRANT

	
D207114874

	  	  
	
TX4390252.00

	
LUCIANO GONZALEZ ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
02/24/2007

	
TARRANT

	
D207114875

	  	  
	
TX4390253.00

	
DOMINGO LOPEZ ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
01/29/2007

	
TARRANT

	
D207114876

	  	  
	
TX4390254.00

	
GARY ROBBINS

	
MARSHALL R YOUNG OIL COMPANY

	
02/24/2007

	
TARRANT

	
D207114877

	  	  
	
TX4390255.00

	
MANUELA PEREZ VALDEZ

	
MARSHALL R YOUNG OIL COMPANY

	
01/29/2007

	
TARRANT

	
D207114878

	  	  
	
TX4390256.00

	
ARTURO CASTILLO

	
MARSHALL R YOUNG OIL COMPANY

	
02/23/2007

	
TARRANT

	
D207117224

	  	  
	
TX4390258.00

	
ELDON F ESSEX ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/20/2007

	
TARRANT

	
D207160562

	  	  
	
TX4390259.00

	
TERRI DAWN DELPHO

	
MARSHALL R YOUNG OIL COMPANY

	
04/20/2007

	
TARRANT

	
D207160561

	  	  
	
TX4390260.00

	
LAYMON GARDNER

	
MARSHALL R YOUNG OIL COMPANY

	
04/10/2007

	
TARRANT

	
D207141712

	  	  
	
TX4390261.00

	
KEVIN A SMITH ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/12/2007

	
TARRANT

	
D207141711

	  	  
	
TX4390262.00

	
ERNEST W THOMAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
03/20/2007

	
TARRANT

	
D207141710

	  	  
	
TX4390263.00

	
SID R SADBERRY ET AL

	
MARSHALL R YOUNG OIL COMPANY

	
03/28/2007

	
TARRANT

	
D207141709

	  	  
	
TX4390264.00

	
J W HUTSON

	
MARSHALL R YOUNG OIL COMPANY

	
04/26/2007

	
TARRANT

	
D207160559

	  	  







 




  






Exhibit A-2 – Part I – Page 14













  






 




	
TX4390265.00

	
ROBERT DANIEL RUSSELL

	
MARSHALL R YOUNG OIL COMPANY

	
04/20/2007

	
TARRANT

	
D207160558

	  	  
	
TX4390266.00

	
JAMES RICHARD NACHLINGER

	
MARSHALL R YOUNG OIL COMPANY

	
04/20/2007

	
TARRANT

	
D207160560

	  	  
	
TX4390267.00

	
EXELON PEAKER DEV LLP

	
MARSHALL R YOUNG OIL COMPANY & QRI

	
06/08/2007

	
TARRANT

	
D207204341

	  	  
	
TX4390268.00

	
REFUGIA MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
05/09/2007

	
TARRANT

	
D207171409

	  	  
	
TX4390269.00

	
HENRY YELDELL

	
MARSHALL R YOUNG OIL COMPANY

	
05/08/2007

	
TARRANT

	
D207171410

	  	  
	
TX4390270.00

	
BETTYE JO SWEENEY

	
MARSHALL R YOUNG OIL COMPANY

	
04/23/2007

	
TARRANT

	
D207171408

	  	  
	
TX4390271.00

	
TIMOTHY DUANE ARMSTRONG

	
MARSHALL R YOUNG OIL COMPANY

	
05/05/2007

	
TARRANT

	
D207171407

	  	  
	
TX4390272.00

	
CHERRY D MARTIN ET VIR

	
MARSHALL R YOUNG OIL COMPANY

	
04/27/2007

	
TARRANT

	
D207171406

	  	  
	
TX4390274.00

	
ANDY JOHNSON ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
03/30/2007

	
TARRANT

	
D207174773

	  	  
	
TX4390275.00

	
SHERI L MOORE

	
QUICKSILVER RESOURCES INC

	
03/28/2007

	
TARRANT

	
D207174774

	  	  
	
TX4390276.00

	
FRANCISCO MARTINEZ

	
MARSHALL R YOUNG OIL COMPANY

	
03/19/2007

	
TARRANT

	
D207174776

	  	  
	
TX4390277.00

	
JOSE CRUZ MORENO ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/02/2007

	
TARRANT

	
D207174776

	  	  
	
TX4390278.00

	
ALLEN C KUEHN

	
MARSHALL R YOUNG OIL COMPANY

	
03/19/2007

	
TARRANT

	
D207174777

	  	  
	
TX4390279.00

	
SHARON BURGESS

	
MARSHALL R YOUNG OIL COMPANY

	
03/26/2007

	
TARRANT

	
D207174778

	  	  
	
TX4390280.00

	
MARION LOUISE WEIK

	
MARSHALL R YOUNG OIL COMPANY

	
03/19/2007

	
TARRANT

	
D207174779

	  	  
	
TX4390281.01

	
SURINA FOSTER

	
MARSHALL R YOUNG OIL COMPANY

	
02/22/2007

	
TARRANT

	
D207174780

	  	  
	
TX4390281.02

	
SAMATHA HOPEWELL

	
MARSHALL R YOUNG OIL COMPANY

	
02/22/2007

	
TARRANT

	
D207174781

	  	  
	
TX4390282.00

	
DAN M GREGG ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
02/19/2007

	
TARRANT

	
D207174782

	  	  
	
TX4390283.00

	
MARGARET MARIE PANKEY

	
MARSHALL R YOUNG OIL COMPANY

	
04/04/2007

	
TARRANT

	
D207176506

	  	  
	
TX4390284.00

	
RUDOLPH VASQUEZ ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/24/2007

	
TARRANT

	
D207176507

	  	  
	
TX4390286.00

	
HUBERT SMILEY JR ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/14/2007

	
TARRANT

	
D207176509

	  	  
	
TX4390287.00

	
CHRISTOPHER GEE

	
MARSHALL R YOUNG OIL COMPANY

	
05/11/2007

	
TARRANT

	
D207176510

	  	  
	
TX4390288.00

	
JULISSA ESTEVES

	
MARSHALL R YOUNG OIL COMPANY

	
05/15/2007

	
TARRANT

	
D207176511

	  	  







 




  






Exhibit A-2 – Part I – Page 15













  






 




	
TX4390289.00

	
DON VALK

	
MARSHALL R YOUNG OIL COMPANY

	
05/24/2007

	
TARRANT

	
D207233347

	
04/10/2009

	
D209119326


	
TX4390290.00

	
DAVID H WILLIAMS SR.

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2007

	
TARRANT

	
D207233346

	  	  
	
TX4390292.00

	
CHERYL A ROSS

	
MARSHALL R YOUNG OIL COMPANY

	
06/19/2007

	
TARRANT

	
D207217312

	  	  
	
TX4390293.00

	
JAMES LEMONS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/30/2007

	
TARRANT

	
D207206562

	  	  
	
TX4390294.00

	
THOMAS KELL III ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
04/30/2007

	
TARRANT

	
D207206561

	  	  
	
TX4390295.00

	
TARRANT COUNTY HOUSING PAR

	
MARSHALL R YOUNG OIL COMPANY

	
06/05/2007

	
TARRANT

	
D207206560

	  	  
	
TX4390296.00

	
PETER C RAINONE

	
MARSHALL R YOUNG OIL COMPANY

	
05/24/2007

	
TARRANT

	
D207201497

	  	  
	
TX4390297.00

	
ROSE ANN P KORNFELD

	
MARSHALL R YOUNG OIL COMPANY

	
05/16/2007

	
TARRANT

	
D207201498

	  	  
	
TX4390298.00

	
TSHAUNDA DAVIS

	
MARSHALL R YOUNG OIL COMPANY

	
05/17/2007

	
TARRANT

	
D207197549

	  	  
	
TX4390299.00

	
BENNIE LEE HARRIS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/21/2007

	
TARRANT

	
D207197550

	  	  
	
TX4390303.00

	
MARY STEWART

	
MARSHALL R YOUNG OIL COMPANY

	
07/03/2007

	
TARRANT

	
D207264090

	  	  
	
TX4390304.00

	
RUSSELL K C PAHK

	
MARSHALL R YOUNG OIL COMPANY

	
06/10/2007

	
TARRANT

	
D207264091

	  	  
	
TX4390305.00

	
ASSOC IND ELECTRICAL CONTR

	
MARSHALL R YOUNG OIL COMPANY

	
06/01/2007

	
TARRANT

	
D207264092

	  	  
	
TX4390306.00

	
ASSOC IND ELECTRICAL CONTR

	
MARSHALL R YOUNG OIL COMPANY

	
04/10/2007

	
TARRANT

	
D207264093

	  	  
	
TX4390307.00

	
BEN WHITLEY

	
MARSHALL R YOUNG OIL COMPANY

	
06/23/2007

	
TARRANT

	
D207264094

	  	  
	
TX4390308.00

	
PEGGY I KING

	
MARSHALL R YOUNG OIL COMPANY

	
06/23/2007

	
TARRANT

	
D207264095

	  	  
	
TX4390309.00

	
LOU ANN HAMMOND

	
MARSHALL R YOUNG OIL COMPANY

	
05/18/2007

	
TARRANT

	
D207264097

	  	  
	
TX4390310.00

	
GEORGE CASTILLO

	
MARSHALL R YOUNG OIL COMPANY

	
03/26/2007

	
TARRANT

	
D207264097

	  	  
	
TX4390311.00

	
JORGE RODRIQUEZ ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
02/23/2007

	
TARRANT

	
D207264098

	  	  
	
TX4390312.00

	
SHIRLEY TONEY

	
MARSHALL R YOUNG OIL COMPANY

	
05/03/2007

	
TARRANT

	
D207264099

	  	  
	
TX4390313.00

	
CHRISTOPHER VAUGHN

	
MARSHALL R YOUNG OIL COMPANY

	
03/19/2007

	
TARRANT

	
D207264100

	  	  
	
TX4390314.00

	
CHESTER C NORTON

	
MARSHALL R YOUNG OIL COMPANY

	
05/21/2007

	
TARRANT

	
D207264101

	  	  
	
TX4390315.00

	
REBA HICKEY

	
MARSHALL R YOUNG OIL COMPANY

	
06/23/2007

	
TARRANT

	
D207264102

	  	  







 




  






Exhibit A-2 – Part I – Page 16













  






 




	
TX4390316.00

	
BETTY JO SHELTON

	
MARSHALL R YOUNG OIL COMPANY

	
06/06/2007

	
TARRANT

	
D207264103

	  	  
	
TX4390317.00

	
WILLIAM M GRIFFIN ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/17/2007

	
TARRANT

	
D207264104

	  	  
	
TX4390318.00

	
GARY R BUSTER ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/16/2007

	
TARRANT

	
D207264105

	  	  
	
TX4390319.00

	
VASS'E ENTERPRISES INC

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2007

	
TARRANT

	
D207263720

	  	  
	
TX4390320.00

	
DEMETRICA WILLIAMS-SMITH

	
MARSHALL R YOUNG OIL COMPANY

	
07/11/2007

	
TARRANT

	
D207263721

	  	  
	
TX4390321.00

	
WILLIE ADAMS

	
MARSHALL R YOUNG OIL COMPANY

	
08/02/2007

	
TARRANT

	
D207288506

	  	  
	
TX4390322.00

	
ROSA M MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
07/30/2007

	
TARRANT

	
D207293182

	  	  
	
TX4390323.00

	
BRAULIO GONZALEZ

	
MARSHALL R YOUNG OIL COMPANY

	
07/31/2007

	
TARRANT

	
D207293179

	  	  
	
TX4390324.00

	
ROBERT EARL BAKER ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
07/26/2007

	
TARRANT

	
D207293178

	  	  
	
TX4390325.00

	
JOSE HECTOR MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
07/27/2007

	
TARRANT

	
D207293177

	  	  
	
TX4390326.00

	
DOROTHY PIKE

	
MARSHALL R YOUNG OIL COMPANY

	
07/26/2007

	
TARRANT

	
D207293176

	  	  
	
TX4390327.00

	
PATEL TRUST

	
MARSHALL R YOUNG OIL COMPANY

	
07/30/2007

	
TARRANT

	
D207293175

	  	  
	
TX4390328.00

	
CASCO PROPERTIES

	
MARSHALL R YOUNG OIL COMPANY

	
07/12/2007

	
TARRANT

	
D207288508

	  	  
	
TX4390329.00

	
COMMUNITY PROPERTIES INC

	
MARSHALL R YOUNG OIL COMPANY

	
06/26/2007

	
TARRANT

	
D207288507

	  	  
	
TX4390330.00

	
MARIA ELENA MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
07/26/2007

	
TARRANT

	
D207293183

	  	  
	
TX4390331.00

	
ROGER LEE HUCKABY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
08/01/2007

	
TARRANT

	
D207293181

	  	  
	
TX4390332.00

	
ETHEL BOURLAND

	
MARSHALL R YOUNG OIL COMPANY

	
08/02/2007

	
TARRANT

	
D207293180

	  	  
	
TX4390333.01

	
CLEVELAND HARRIS JR

	
MARSHALL R YOUNG OIL COMPANY

	
08/13/2007

	
TARRANT

	
D207293174

	  	  
	
TX4390334.00

	
ST TX 108059

	
QUICKSILVER RESOURCES INC

	
07/17/2007

	
TARRANT

	
D207310986

	  	  
	
TX4390335.00

	
CHRISTOPHER V HANZELKA

	
MARSHALL R YOUNG OIL COMPANY

	
08/09/2007

	
TARRANT

	
D207325261

	  	  
	
TX4390336.00

	
MARIA D TANGUMA

	
MARSHALL R YOUNG OIL COMPANY

	
07/30/2007

	
TARRANT

	
D207336986

	  	  
	
TX4390337.00

	
GUILLERMO GALLEGOS

	
MARSHALL R YOUNG OIL COMPANY

	
07/26/2007

	
TARRANT

	
D207325260

	  	  
	
TX4390338.00

	
RAYMUNDO DELGADO ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
08/06/2007

	
TARRANT

	
D207325259

	  	  







 




  






Exhibit A-2 – Part I – Page 17













  






 




	
TX4390339.00

	
GREGORIO E VARGAS

	
MARSHALL R YOUNG OIL COMPANY

	
07/31/2007

	
TARRANT

	
D207325258

	  	  
	
TX4390340.01

	
ORVILLE GENE GROSS

	
MARSHALL R YOUNG OIL COMPANY

	
08/10/2007

	
TARRANT

	
D207325264

	  	  
	
TX4390341.00

	
ISMAEL MARTINEZ TREJO

	
MARSHALL R YOUNG OIL COMPANY

	
08/27/2007

	
TARRANT

	
5207325262

	  	  
	
TX4390342.00

	
KBW INVESTMENTS LP

	
MARSHALL R YOUNG OIL COMPANY

	
08/17/2007

	
TARRANT

	
D207336955

	  	  
	
TX4390343.00

	
LOLA C VECERA

	
MARSHALL R YOUNG OIL COMPANY

	
09/01/2007

	
TARRANT

	
D207336954

	  	  
	
TX4390344.00

	
ANGELA DILLON

	
MARSHALL R YOUNG OIL COMPANY

	
08/16/2007

	
TARRANT

	
D207325266

	  	  
	
TX4390345.00

	
MARGARET MACKEY

	
MARSHALL R YOUNG OIL COMPANY

	
08/01/2007

	
TARRANT

	
D207325263

	  	  
	
TX4390346.00

	
GUADALUPE HERNANDEZ ET UX

	
QUICKSILVER RESOURCES INC

	
08/01/2007

	
TARRANT

	
D207325265

	  	  
	
TX4390347.00

	
TARRANT COUNTY

	
QUICKSILVER RESOURCES INC

	
10/07/2007

	
TARRANT

	
D207372463

	  	  
	
TX4390348.00

	
CITY OF FORT WORTH

	
QUICKSILVER RESOURCES INC

	
01/01/2008

	
TARRANT

	
D208008423

	  	  
	
TX4390349.00

	
WORTH NATIONAL BANK

	
MARSHALL R YOUNG OIL COMPANY

	
09/14/2007

	
TARRANT

	
D207361080

	
07/16/2009

	
D209209829


	
TX4390350.00

	
CLYDE M CLARK ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/05/2007

	
TARRANT

	
D207384415

	  	  
	
TX4390351.00

	
BETTY D GRIMES

	
MARSHALL R YOUNG OIL COMPANY

	
10/02/2007

	
TARRANT

	
D207384416

	
02/05/2009

	
D209054496


	
TX4390352.00

	
JAMES W GADDY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/19/2007

	
TARRANT

	
D207384417

	  	  
	
TX4390353.00

	
LARRY RIGGAN

	
MARSHALL R YOUNG OIL COMPANY

	
11/02/2007

	
TARRANT

	
D207409033

	
01/13/2009

	
D209066269


	
TX4390354.00

	
G & B INVESTMENTS INC

	
MARSHALL R YOUNG OIL COMPANY

	
10/05/2007

	
TARRANT

	
D207458159

	  	  
	
TX4390355.00

	
NORVILLE LEWIS RIGGAN SR

	
MARSHALL R YOUNG OIL COMPANY

	
11/12/2007

	
TARRANT

	
D207432550

	
01/13/2009

	
D209066271


	
TX4390356.00

	
JAVIER GARCIA ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
09/10/2007

	
TARRANT

	
D207432551

	  	  
	
TX4390357.00

	
ARMANDO ALTUZAR

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207432552

	  	  
	
TX4390358.00

	
JERRY BURGESS

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207432553

	  	  
	
TX4390359.01

	
JAIME K PRATT ET AL

	
MARSHALL R YOUNG OIL COMPANY

	
10/17/2007

	
TARRANT

	
D207432554

	  	  
	
TX4390359.02

	
NATHAN M KIBBLER

	
MARSHALL R YOUNG OIL COMPANY

	
10/17/2007

	
TARRANT

	
D207432555

	  	  
	
TX4390360.00

	
LUPE ORTEGA

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207432556

	  	  







 




  






Exhibit A-2 – Part I – Page 18













  






 




	
TX4390361.00

	
THEODORE A HUBBLE ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207432557

	  	  
	
TX4390362.00

	
BETTY S CUTLER

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207432558

	  	  
	
TX4390363.00

	
ALFREDO RICO

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207432559

	  	  
	
TX4390364.00

	
GUSTAVO MORENO

	
MARSHALL R YOUNG OIL COMPANY

	
09/13/2007

	
TARRANT

	
D207442236

	  	  
	
TX4390365.01

	
AURELIA CORDERO

	
MARSHALL R YOUNG OIL COMPANY

	
09/10/2007

	
TARRANT

	
D207442237

	  	  
	
TX4390366.00

	
CONCEPSION REYES

	
MARSHALL R YOUNG OIL COMPANY

	
09/12/2007

	
TARRANT

	
D207442238

	  	  
	
TX4390367.00

	
A J S INVESTMENTS

	
MARSHALL R YOUNG OIL COMPANY

	
09/10/2007

	
TARRANT

	
D207442239

	  	  
	
TX4390368.00

	
JUDY S TOOLEY

	
MARSHALL R YOUNG OIL COMPANY

	
10/15/2007

	
TARRANT

	
D207442240

	  	  
	
TX4390369.00

	
FRANCISCO J BALDERRAMA JR

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207442241

	  	  
	
TX4390370.00

	
LARENCE BIBLE JR

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207442242

	  	  
	
TX4390371.00

	
ALTON R WELLS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
10/29/2007

	
TARRANT

	
D207442243

	  	  
	
TX4390372.00

	
DAN R CANNON ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
11/15/2007

	
TARRANT

	
D207458158

	  	  
	
TX4390373.00

	
ERNEST W THOMAS ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
11/14/2007

	
TARRANT

	
D207459982

	  	  
	
TX4390374.00

	
SUNAKO RICHEY ET VIR

	
MARSHALL R YOUNG OIL COMPANY

	
11/14/2007

	
TARRANT

	
D207458160

	  	  
	
TX4390375.00

	
GARY LYNN COLBURN

	
MARSHALL R YOUNG OIL COMPANY

	
11/29/2007

	
TARRANT

	
D207459983

	  	  
	
TX4390376.00

	
EDWARD J MALONE ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
11/30/2007

	
TARRANT

	
D207459984

	  	  
	
TX4390377.00

	
ARTHUR W ROSSE ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
11/12/2007

	
TARRANT

	
D207442245

	  	  
	
TX4390378.00

	
DORIS E RIGGS

	
MARSHALL R YOUNG OIL COMPANY

	
11/12/2007

	
TARRANT

	
D207442244

	  	  
	
TX4390379.00

	
G W WILLIAMS

	
MARSHALL R YOUNG OIL COMPANY

	
12/12/2007

	
TARRANT

	
D207459985

	  	  
	
TX4390380.00

	
ROBERT W MCCREARY ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
09/21/2007

	
TARRANT

	
D207459986

	  	  
	
TX4390381.00

	
JOHN J KOSLOW ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
11/30/2007

	
TARRANT

	
D207458155

	
01/31/2009

	
D209066272


	
TX4390382.00

	
TONY LEROY BLACK

	
MARSHALL R YOUNG OIL COMPANY

	
11/30/2007

	
TARRANT

	
D207458157

	  	  
	
TX4390383.00

	
DORIS MARIE HUNT

	
MARSHALL R YOUNG OIL COMPANY

	
12/10/2007

	
TARRANT

	
D207458156

	  	  
	
TX4390384.00

	
LUMINANT MINERAL DEV CO

	
QUICKSILVER RESOURCES INC

	
12/21/2007

	
TARRANT

	
D208037639

	  	  







 




  






Exhibit A-2 – Part I – Page 19













  






 




	
TX4390386.00

	
LUTHER M PARKERSON ET UX

	
QUICKSILVER RESOURCES INC

	
01/31/2008

	
TARRANT

	
D208093950

	
08/05/2009

	
D209209832


	
TX4390387.00

	
PTC PARTNERS LTD

	
QUICKSILVER RESOURCES INC

	
01/31/2008

	
TARRANT

	
D208093949

	  	  
	
TX4390388.00

	
JO ELLEN MATHEWS

	
QUICKSILVER RESOURCES INC

	
02/21/2008

	
TARRANT

	
D208113675

	  	  
	
TX4390389.00

	
SAM L SHUGART AKA SAMMY

	
QUICKSILVER RESOURCES INC

	
02/18/2008

	
TARRANT

	
D208113672

	
11/16/2009

	
D209195610


	
TX4390390.00

	
KENNETH MORTON ET UX

	
QUICKSILVER RESOURCES INC

	
02/05/2008

	
TARRANT

	
D208113671

	  	  
	
TX4390391.00

	
JOSE C CARDONA

	
QUICKSILVER RESOURCES INC

	
02/11/2008

	
TARRANT

	
D208113673

	  	  
	
TX4390392.00

	
LANNETTE WOODROW

	
QUICKSILVER RESOURCES INC

	
02/26/2008

	
TARRANT

	
D208113670

	  	  
	
TX4390393.00

	
SUSAN D GOTHARD

	
QUICKSILVER RESOURCES INC

	
03/04/2008

	
TARRANT

	
D208257910

	  	  
	
TX4390394.00

	
CORRAL FENCE CO

	
QUICKSILVER RESOURCES INC

	
03/21/2008

	
TARRANT

	
D208174274

	  	  
	
TX4390395.00

	
CECILIO AYALA-SAENZ ET UX

	
QUICKSILVER RESOURCES INC

	
02/21/2008

	
TARRANT

	
D208113669

	  	  
	
TX4390396.00

	
DANNY WAYNE DUKE

	
QUICKSILVER RESOURCES INC

	
04/01/2008

	
TARRANT

	
D208116369

	  	  
	
TX4390397.99

	
DANNY WAYNE DUKE

	
QUICKSILVER RESOURCES INC

	
04/01/2008

	
TARRANT

	
D208116368

	  	  
	
TX4390398.00

	
MARIO GINGRAS ET UX

	
QUICKSILVER RESOURCES INC

	
03/20/2008

	
TARRANT

	
D208217684

	  	  
	
TX4390399.00

	
PAUL D MITCHELL

	
QUICKSILVER RESOURCES INC

	
03/01/2008

	
TARRANT

	
D208148796

	  	  
	
TX4390401.00

	
BILLY WAYNE LESTER IND & E

	
QUICKSILVER RESOURCES INC

	
03/01/2008

	
TARRANT

	
D208148797

	  	  
	
TX4390402.00

	
GUADALUPE CALDERON

	
QUICKSILVER RESOURCES INC

	
03/04/2008

	
TARRANT

	
D208148794

	  	  
	
TX4390403.00

	
ROBERTO R HINOJOZA ET UX

	
QUICKSILVER RESOURCES INC

	
03/01/2008

	
TARRANT

	
D208148793

	  	  
	
TX4390404.00

	
GUSTAVO MORENO

	
QUICKSILVER RESOURCES INC

	
03/01/2008

	
TARRANT

	
D208148795

	  	  
	
TX4390405.00

	
KEITH A KIDWILL

	
QUICKSILVER RESOURCES INC

	
04/18/2008

	
TARRANT

	
D208406666

	  	  
	
TX4390406.00

	
ROY D JACQUOT JR

	
QUICKSILVER RESOURCES INC

	
03/19/2008

	
TARRANT

	
D208160570

	  	  
	
TX4390408.00

	
LAURA ADAMS KACHEL ETVIR

	
MARSHALL R YOUNG OIL COMPANY

	
11/02/2007

	
TARRANT

	
D208025359

	  	  
	
TX4390409.00

	
ALPHA INDUSTRIES INC

	
QUICKSILVER RESOURCES INC

	
03/14/2008

	
TARRANT

	
D208174784

	  	  
	
TX4390410.00

	
SUREVOID PRODUCTS INC

	
QUICKSILVER RESOURCES INC

	
03/03/2008

	
TARRANT

	
D208236901

	  	  







 




  






Exhibit A-2 – Part I – Page 20













  






 




	
TX4390412.00

	
OAKWOOD BAPTIST CHURCH

	
QUICKSILVER RESOURCES INC

	
02/15/2008

	
TARRANT

	
208113674

	  	  
	
TX4390413.00

	
CHRISTINE ANN SHARP

	
QUICKSILVER RESOURCES INC

	
04/23/2008

	
TARRANT

	
D208196886

	  	  
	
TX4390414.00

	
MARK GOLDSTEIN ET AL

	
QUICKSILVER RESOURCES INC

	
05/03/2008

	
TARRANT

	
208196889

	  	  
	
TX4390415.00

	
ALVIN R HURD

	
QUICKSILVER RESOURCES INC

	
04/17/2008

	
TARRANT

	
208196887

	  	  
	
TX4390416.00

	
NATHANIEL HALL ET UX

	
QUICKSILVER RESOURCES INC

	
04/11/2008

	
TARRANT

	
208196888

	  	  
	
TX4390417.00

	
GARY L MOSS ET UX

	
QUICKSILVER RESOURCES INC

	
04/10/2008

	
TARRANT

	
208257908

	  	  
	
TX4390418.00

	
WILLIAM F RICHARDS ET UX

	
QUICKSILVER RESOURCES INC

	
05/14/2008

	
TARRANT

	
D208267381

	  	  
	
TX4390419.00

	
JAN F EDWARDS

	
QUICKSILVER RESOURCES INC

	
06/23/2008

	
TARRANT

	
D208267380

	  	  
	
TX4390420.00

	
CAPITAL PLUS LTD MCKINNEY

	
QUICKSILVER RESOURCES INC

	
05/14/2008

	
TARRANT

	
D208267382

	  	  
	
TX4390421.01

	
LLOYD C BLAIR

	
QUICKSILVER RESOURCES INC

	
06/04/2008

	
TARRANT

	
D208256955

	  	  
	
TX4390422.01

	
REBEL REALTY INC

	
QUICKSILVER RESOURCES INC

	
06/04/2008

	
TARRANT

	
D208256953

	  	  
	
TX4390425.00

	
ROBERT WILL JONES IND & TR

	
QUICKSILVER RESOURCES INC

	
06/20/2008

	
TARRANT

	
D208237906

	  	  
	
TX4390426.00

	
ELLA FAYE SCARBROUGH

	
QUICKSILVER RESOURCES INC

	
04/15/2008

	
TARRANT

	
D208267383

	  	  
	
TX4390427.00

	
ALMA RODRIGUEZ

	
QUICKSILVER RESOURCES INC

	
06/04/2008

	
TARRANT

	
D208293789

	  	  
	
TX4390428.00

	
IMPERIAL EAGLE INVESTMENTS

	
QUICKSILVER RESOURCES INC

	
06/30/2008

	
TARRANT

	
D208293788

	  	  
	
TX4390429.00

	
JUAN HERNANDEZ

	
QUICKSILVER RESOURCES INC

	
06/04/2008

	
TARRANT

	
D210004987

	  	  
	
TX4390430.00

	
ENRIQUE L CASAS ET UX

	
QUICKSILVER RESOURCES INC

	
06/04/2008

	
TARRANT

	
D208293787

	  	  
	
TX4390431.00

	
BETTY J DRAGOO

	
QUICKSILVER RESOURCES INC

	
07/29/2008

	
TARRANT

	
D208378505

	  	  
	
TX4390433.00

	
LEWIS WALKER ET UX

	
QUICKSILVER RESOURCES INC

	
06/13/2008

	
TARRANT

	
D208326303

	  	  
	
TX4390434.00

	
LUBERTA FULLILOVE

	
QUICKSILVER RESOURCES INC

	
06/13/2008

	
TARRANT

	
D208326301

	  	  
	
TX4390435.00

	
SAMANTHA MCCOOL

	
QUICKSILVER RESOURCES INC

	
06/04/2008

	
TARRANT

	
D208326300

	  	  
	
TX4390436.00

	
TRULY NOLEN OF AMERICA INC

	
QUICKSILVER RESOURCES INC

	
05/13/2008

	
TARRANT

	
D208326304

	  	  
	
TX4390437.00

	
LARONDA E HICKS

	
QUICKSILVER RESOURCES INC

	
05/07/2008

	
TARRANT

	
D208326303

	  	  







 




  






Exhibit A-2 – Part I – Page 21













  






 




	
TX4390505.00

	
JIMMY R KERSEY ET UX

	
QUICKSILVER RESOURCES INC

	
06/30/2008

	
TARRANT

	
D208326305

	  	  
	
TX4390506.00

	
EDSON A FAGBEMI ESTATE

	
QUICKSILVER RESOURCES INC

	
06/24/2008

	
TARRANT

	
D208335531

	  	  
	
TX4390511.00

	
JULIA A SHAW

	
QUICKSILVER RESOURCES INC

	
07/01/2008

	
TARRANT

	
D208378507

	  	  
	
TX4390512.00

	
CAROLYN M GOIN

	
QUICKSILVER RESOURCES INC

	
07/08/2008

	
TARRANT

	
D208326307

	  	  
	
TX4390513.00

	
JAMES L BRADDEN JR

	
QUICKSILVER RESOURCES INC

	
07/07/2008

	
TARRANT

	
D208378509

	  	  
	
TX4390514.00

	
MARY FOSTER

	
QUICKSILVER RESOURCES INC

	
06/26/2008

	
TARRANT

	
D208326306

	  	  
	
TX4390516.00

	
SHERRY J LAWHON ET VIR

	
QUICKSILVER RESOURCES INC

	
07/19/2008

	
TARRANT

	
D208347986

	
02/12/2009

	
D209058249


	
TX4390517.00

	
SHERRY J LAWHON ET VIR

	
QUICKSILVER RESOURCES INC

	
07/19/2008

	
TARRANT

	
D208378506

	
06/23/2009

	
D209169994


	
TX4390517.00

	
SHERRY J LAWHON ET VIR

	  	  	  	  	
02/23/2009

	
D209058248


	
TX4390518.00

	
RICHARD L WATKINS ET UX

	
QUICKSILVER RESOURCES INC

	
06/04/2008

	
TARRANT

	
D208378508

	  	  
	
TX4390522.01

	
BRUCE D BRADHAM ET UX

	
QUICKSILVER RESOURCES INC

	
08/29/2008

	
TARRANT

	
D208346476

	  	  
	
TX4390522.02

	
KENNETH MICHAEL HILL ET UX

	
QUICKSILVER RESOURCES INC

	
08/29/2008

	
TARRANT

	
D208346477

	  	  
	
TX4390525.00

	
DAVID YORK

	
QUICKSILVER RESOURCES INC

	
08/11/2008

	
TARRANT

	
D208416398

	  	  
	
TX4390528.00

	
LEONCIO G AVILA ET UX

	
QUICKSILVER RESOURCES INC

	
08/13/2008

	
TARRANT

	
D208416393

	  	  
	
TX4390529.00

	
VERNA L TAYLOR

	
QUICKSILVER RESOURCES INC

	
07/22/2008

	
TARRANT

	
D208416397

	  	  
	
TX4390530.00

	
LEOPOLDO FRANCO ET UX

	
QUICKSILVER RESOURCES INC

	
08/13/2008

	
TARRANT

	
D208416396

	  	  
	
TX4390531.00

	
LEONCIO G AVILA ET UX

	
QUICKSILVER RESOURCES INC

	
08/13/2008

	
TARRANT

	
D208416394

	  	  
	
TX4390532.00

	
JESSE B AGUIRRE ET UX

	
QUICKSILVER RESOURCES INC

	
08/09/2008

	
TARRANT

	
D208416401

	  	  
	
TX4390533.01

	
JOHN D ALEXANDER

	
QUICKSILVER RESOURCES INC

	
07/15/2008

	
TARRANT

	
D208416392

	  	  
	
TX4390533.02

	
LOU NELL JOYNER

	
QUICKSILVER RESOURCES INC

	
07/15/2008

	
TARRANT

	
D208416392

	  	  
	
TX4390533.03

	
J EARL ALEXANDER JR

	
QUICKSILVER RESOURCES INC

	
07/15/2008

	
TARRANT

	
D208416390

	  	  
	
TX4390533.04

	
EDWARD H ALEXANDER

	
QUICKSILVER RESOURCES INC

	
07/15/2008

	
TARRANT

	
D208416399

	  	  
	
TX4390533.05

	
CHRISTY DAWN WHEELER

	
QUICKSILVER RESOURCES INC

	
12/02/2008

	
TARRANT

	
D209025877

	  	  
	
TX4390533.06

	
DANNY STREBECK

	
QUICKSILVER RESOURCES INC

	
12/02/2008

	
TARRANT

	
D209025874

	  	  







 




  






Exhibit A-2 – Part I – Page 22













  






 




	
TX4390533.07

	
RON STREBECK

	
QUICKSILVER RESOURCES INC

	
12/08/2008

	
TARRANT

	
D209025876

	  	  
	
TX4390533.08

	
RITA HOPKINS ET VIR

	
QUICKSILVER RESOURCES INC

	
12/02/2008

	
TARRANT

	
D209025875

	  	  
	
TX4390534.00

	
TOMMY LEE WRIGHT ET UX

	
QUICKSILVER RESOURCES INC

	
09/03/2008

	
TARRANT

	
D208416395

	  	  
	
TX4390535.00

	
H C S COMPANY

	
QUICKSILVER RESOURCES INC

	
10/10/2008

	
TARRANT

	
D208426015

	  	  
	
TX4390537.00

	
INDEPENDENT UTILITY CONSTR

	
QUICKSILVER RESOURCES INC

	
08/26/2008

	
TARRANT

	
D208341454

	  	  
	
TX4390538.00

	
WILLIAMS PROPERTY COMPANY

	
QUICKSILVER RESOURCES INC

	
08/26/2008

	
TARRANT

	
D208341453

	  	  
	
TX4390539.00

	
DAVID S HUMPHREY

	
QUICKSILVER RESOURCES INC

	
08/15/2008

	
TARRANT

	
D208336089

	  	  
	
TX4390540.00

	
CW ROSS CONSTRUCTION INC

	
QUICKSILVER RESOURCES INC

	
08/22/2008

	
TARRANT

	
D208336090

	  	  
	
TX4390541.00

	
WILLIS A WILLIAMS ET UX

	
QUICKSILVER RESOURCES INC

	
08/01/2008

	
TARRANT

	
D208416404

	  	  
	
TX4390542.00

	
ANDRES SOTO ET UX

	
QUICKSILVER RESOURCES INC

	
08/26/2008

	
TARRANT

	
D208416402

	  	  
	
TX4390543.00

	
NELL MOORES

	
QUICKSILVER RESOURCES INC

	
08/26/2008

	
TARRANT

	
D208416403

	  	  
	
TX4390544.00

	
LINDA THRELKELD

	
QUICKSILVER RESOURCES INC

	
08/13/2008

	
TARRANT

	
D208416400

	  	  
	
TX4390545.00

	
SHRINERS HOSPITALS

	
QUICKSILVER RESOURCES INC

	
06/27/2008

	
TARRANT

	
D208310231

	
03/25/2010

	
D210079051


	
TX4390547.99

	
HENRY KEVIN GODI

	
QUICKSILVER RESOURCES INC

	
07/30/2008

	
TARRANT

	
D208302256

	  	  
	
TX4390549.00

	
DC VANDERVOORT ET UX

	
QUICKSILVER RESOURCES INC

	
09/27/2008

	
TARRANT

	
D208416415

	  	  
	
TX4390550.00

	
DANNY B BLACKWELL ET UX

	
QUICKSILVER RESOURCES INC

	
08/26/2008

	
TARRANT

	
D208416409

	  	  
	
TX4390551.00

	
SOUTH CENTRAL INDUSTRIAL P

	
QUICKSILVER RESOURCES INC

	
08/12/2008

	
TARRANT

	
D208416406

	  	  
	
TX4390552.00

	
DARRELL THOMPSON ET AL

	
QUICKSILVER RESOURCES INC

	
08/26/2008

	
TARRANT

	
D208416407

	  	  
	
TX4390553.00

	
GEORGIA MAE BENNETT

	
QUICKSILVER RESOURCES INC

	
08/11/2008

	
TARRANT

	
D208416408

	  	  
	
TX4390554.00

	
OLIN W GIBBINS

	
QUICKSILVER RESOURCES INC

	
10/15/2008

	
TARRANT

	
D208447926

	  	  
	
TX4390555.00

	
KEITH A KIDWILL

	
QUICKSILVER RESOURCES INC

	
10/15/2008

	
TARRANT

	
D209168067

	  	  
	
TX4390556.00

	
CITY OF FORT WORTH

	
QUICKSILVER RESOURCES INC

	
01/06/2009

	
TARRANT

	
D209011528

	  	  
	
TX4390557.00

	
PATRICIA ANN SINGLETON

	
QUICKSILVER RESOURCES INC

	
08/31/2008

	
TARRANT

	
D208416414

	  	  







 




  






Exhibit A-2 – Part I – Page 23













  






 




	
TX4390558.00

	
MIKE GUENTHER ET UX

	
QUICKSILVER RESOURCES INC

	
08/31/2008

	
TARRANT

	
D208416412

	  	  
	
TX4390561.00

	
ONE AMELIA PARC LP

	
QUICKSILVER RESOURCES INC

	
08/14/2008

	
TARRANT

	
D208464759

	  	  
	
TX4390562.00

	
ONE VILLAGE CREEK LP

	
QUICKSILVER RESOURCES INC

	
08/14/2008

	
TARRANT

	
D208464761

	  	  
	
TX4390589.00

	
ELI VILLANUEVA

	
QUICKSILVER RESOURCES INC

	
09/10/2008

	
TARRANT

	
D208416417

	  	  
	
TX4390590.00

	
LINDA KAY HOWARD

	
QUICKSILVER RESOURCES INC

	
09/22/2008

	
TARRANT

	
D208416418

	  	  
	
TX4390591.00

	
METRO BUILDERS BY ANTANGA

	
QUICKSILVER RESOURCES INC

	
09/12/2008

	
TARRANT

	
D208416386

	  	  
	
TX4390592.00

	
JAMES H AKINS

	
QUICKSILVER RESOURCES INC

	
09/16/2008

	
TARRANT

	
D208416416

	  	  
	
TX4390593.00

	
JOSE ERIK MUNOZ

	
QUICKSILVER RESOURCES INC

	
09/11/2008

	
TARRANT

	
D208416410

	  	  
	
TX4390595.00

	
WANDA HALL AKA WANDA NAOMI

	
QUICKSILVER RESOURCES INC

	
09/02/2008

	
TARRANT

	
D208416413

	  	  
	
TX4390596.00

	
MARK BARNES ET UX

	
QUICKSILVER RESOURCES INC

	
09/02/2008

	
TARRANT

	
D208416411

	  	  
	
TX4390598.00

	
CAROLYN SPENCER

	
QUICKSILVER RESOURCES INC

	
08/27/2008

	
TARRANT

	
D208411704

	  	  
	
TX4390677.00

	
JIMMY EARL REED ET UX

	
QUICKSILVER RESOURCES INC

	
09/04/2008

	
TARRANT

	
D208464757

	  	  
	
TX4390728.00

	
GRACIE CAUGHRON BARNES

	
QUICKSILVER RESOURCES INC

	
09/01/2008

	
TARRANT

	
D208411703

	  	  
	
TX4390729.00

	
J REYES MORENO ET UX

	
QUICKSILVER RESOURCES INC

	
09/30/2008

	
TARRANT

	
D208464758

	  	  
	
TX4390730.00

	
GARY D WINBERRY

	
QUICKSILVER RESOURCES INC

	
10/14/2008

	
TARRANT

	
D208464756

	  	  
	
TX4390731.00

	
WOODHAVEN CUSTOM HOMES LLC

	
QUICKSILVER RESOURCES INC

	
10/30/2008

	
TARRANT

	
D208429988

	
03/05/2009

	
D209082159


	
TX4390732.00

	
WATERVIEW ESTATES LP

	
QUICKSILVER RESOURCES INC

	
11/07/2008

	
TARRANT

	
D208429989

	  	  
	
TX4390733.00

	
VIRGINIA KIMBRO ET AL

	
CARRIZO OIL & GAS INC

	
07/22/2004

	
TARRANT

	
D204250875

	  	  
	
TX4390759.00

	
MARTIN S MOORE ET UX

	
QUICKSILVER RESOURCES INC

	
10/24/2008

	
TARRANT

	
D208422773

	  	  
	
TX4390760.00

	
MARTIN S MOORE ET UX

	
QUICKSILVER RESOURCES INC

	
10/24/2008

	
TARRANT

	
D208422774

	  	  
	
TX4390761.00

	
PAUL GREGORY JOEL

	
QUICKSILVER RESOURCES INC

	
09/14/2008

	
TARRANT

	
D208422772

	  	  
	
TX4390762.01

	
KATHERINE MAGAR

	
QUICKSILVER RESOURCES INC

	
09/16/2008

	
TARRANT

	
D208411702

	  	  
	
TX4390762.02

	
JOHN F GOSS ET UX

	
QUICKSILVER RESOURCES INC

	
09/16/2008

	
TARRANT

	
D208411701

	  	  
	
TX4390764.00

	
OLUSEGUN ADENUGA ET UX

	
QUICKSILVER RESOURCES INC

	
10/31/2008

	
TARRANT

	
D208464760

	  	  







 




  






Exhibit A-2 – Part I – Page 24













  






 




	
TX4390785.00

	
WILLIAM A RAGSDILL ET UX

	
QUICKSILVER RESOURCES INC

	
09/15/2008

	
TARRANT

	
D208464762

	  	  
	
TX4390792.00

	
GOLDIE GINIGEME

	
QUICKSILVER RESOURCES INC

	
10/01/2008

	
TARRANT

	
D209029813

	  	  
	
TX4390794.00

	
DENNIS PRATT

	
QUICKSILVER RESOURCES INC

	
11/16/2008

	
TARRANT

	
D208464763

	  	  
	
TX4390795.00

	
FRANCISCO J OLGUIN ET UX

	
QUICKSILVER RESOURCES INC

	
10/17/2008

	
TARRANT

	
D208464766

	  	  
	
TX4390796.00

	
LAWRENCE CARLIS ET UX

	
QUICKSILVER RESOURCES INC

	
10/06/2008

	
TARRANT

	
D208464765

	  	  
	
TX4390797.00

	
NELDA TOMLIN MCCASLIN

	
QUICKSILVER RESOURCES INC

	
10/27/2008

	
TARRANT

	
D209029822

	  	  
	
TX4390798.00

	
COLE GUTIERREZ AKA LAWRENC

	
QUICKSILVER RESOURCES INC

	
10/12/2008

	
TARRANT

	
D208464764

	  	  
	
TX4390799.00

	
PISCATUR PROPERTIES LLC

	
QUICKSILVER RESOURCES INC

	
10/03/2008

	
TARRANT

	
D208464767

	  	  
	
TX4390802.00

	
MARY LOUISE FENN

	
QUICKSILVER RESOURCES INC

	
11/16/2008

	
TARRANT

	
D209029818

	  	  
	
TX4390803.00

	
PAUL L THOMPSON

	
QUICKSILVER RESOURCES INC

	
11/22/2008

	
TARRANT

	
D209029817

	  	  
	
TX4390804.00

	
JAMES MATTHEW BURSON

	
QUICKSILVER RESOURCES INC

	
10/17/2008

	
TARRANT

	
D209029815

	  	  
	
TX4390805.00

	
MIKE HONEYCUTT

	
QUICKSILVER RESOURCES INC

	
11/15/2008

	
TARRANT

	
D209029819

	  	  
	
TX4390806.00

	
HERMAS VENTURA JR

	
QUICKSILVER RESOURCES INC

	
11/03/2008

	
TARRANT

	
D209029816

	  	  
	
TX4390808.00

	
ST TX  109585

	
QUICKSILVER RESOURCES INC

	
12/16/2008

	
TARRANT

	
D209004253

	  	  
	
TX4390809.00

	
ST TX 109584

	
QUICKSILVER RESOURCES INC

	
12/16/2008

	
TARRANT

	
D209004252

	  	  
	
TX4390811.00

	
FBL ASSOCIATES LLC MCINTYR

	
QUICKSILVER RESOURCES INC

	
11/25/2008

	
TARRANT

	
D209029820

	  	  
	
TX4390812.00

	
FULL GOSPEL TABERNACLE

	
QUICKSILVER RESOURCES INC

	
10/28/2008

	
TARRANT

	
D209029810

	  	  
	
TX4390813.00

	
AUGUSTIN TELLEZ ET UX

	
QUICKSILVER RESOURCES INC

	
12/02/2008

	
TARRANT

	
D209029821

	  	  
	
TX4390814.00

	
CHARLIE M CARROLL

	
QUICKSILVER RESOURCES INC

	
10/22/2008

	
TARRANT

	
D209029809

	  	  
	
TX4390815.00

	
NGOC D BUI ET UX

	
QUICKSILVER RESOURCES INC

	
10/22/2008

	
TARRANT

	
D209029808

	  	  
	
TX4390816.00

	
HARRY W HEPNER ET UX

	
QUICKSILVER RESOURCES INC

	
10/29/2008

	
TARRANT

	
D209029811

	  	  
	
TX4390819.00

	
MELINDA T FULLER

	
QUICKSILVER RESOURCES INC

	
09/26/2008

	
TARRANT

	
D209029812

	  	  
	
TX4390820.00

	
JUDY ANN TATUM ET VIR

	
QUICKSILVER RESOURCES INC

	
12/02/2008

	
TARRANT

	
D209029814

	  	  







 




  






Exhibit A-2 – Part I – Page 25













  






 




	
TX4390821.00

	
RONNIE J JACKSON

	
QUICKSILVER RESOURCES INC

	
11/12/2008

	
TARRANT

	
D209045301

	  	  
	
TX4390822.00

	
SERAFIN T POZOS ET UX

	
QUICKSILVER RESOURCES INC

	
11/16/2008

	
TARRANT

	
D209045300

	  	  
	
TX4390823.00

	
JAMES W GADDY ET UX

	
QUICKSILVER RESOURCES INC

	
11/24/2008

	
TARRANT

	
D209045298

	  	  
	
TX4390824.00

	
EULOGIO POZOS ET UX

	
QUICKSILVER RESOURCES INC

	
11/16/2008

	
TARRANT

	
D209045299

	  	  
	
TX4390829.00

	
WAN-HENG WANG ET UX

	
QUICKSILVER RESOURCES INC

	
10/30/2008

	
TARRANT

	
D209028326

	  	  
	
TX4390830.00

	
MICHAEL A FOSTER

	
QUICKSILVER RESOURCES INC

	
12/05/2008

	
TARRANT

	
D209028324

	  	  
	
TX4390831.00

	
LAN VO TRAN

	
QUICKSILVER RESOURCES INC

	
10/29/2008

	
TARRANT

	
D209028327

	  	  
	
TX4390832.00

	
OLLIE L FERRELL ET VIR

	
QUICKSILVER RESOURCES INC

	
11/11/2008

	
TARRANT

	
D209025872

	  	  
	
TX4390833.00

	
ROBERTO REYNA ET UX

	
QUICKSILVER RESOURCES INC

	
11/17/2008

	
TARRANT

	
D209025873

	  	  
	
TX4390834.00

	
ROSE TRUONG

	
QUICKSILVER RESOURCES INC

	
11/19/2008

	
TARRANT

	
D209025878

	  	  
	
TX4390835.00

	
LONG PHAM ET UX

	
QUICKSILVER RESOURCES INC

	
11/24/2008

	
TARRANT

	
D209025871

	  	  
	
TX4390836.00

	
JUNJIE YANG ET UX

	
QUICKSILVER RESOURCES INC

	
10/31/2008

	
TARRANT

	
D209025870

	  	  
	
TX4390837.00

	
JULIE TRUONG

	
QUICKSILVER RESOURCES INC

	
11/16/2008

	
TARRANT

	
D209025869

	  	  
	
TX4390838.00

	
US AFFILIATES INC

	
QUICKSILVER RESOURCES INC

	
12/19/2008

	
TARRANT

	
D209038066

	  	  
	
TX4390839.00

	
CHARLES L EXLEY

	
QUICKSILVER RESOURCES INC

	
12/18/2008

	
TARRANT

	
D209038065

	  	  
	
TX4390840.00

	
SILVERSAGE LTD

	
QUICKSILVER RESOURCES INC

	
12/23/2008

	
TARRANT

	
D209038064

	  	  
	
TX4390842.00

	
THE OAKRIDGE SCHOOL INC

	
DALE PROPERTY RESO LLC

	
11/16/2005

	
TARRANT

	
D206068688

	  	  
	
TX4390843.00

	
ROSE PITTMAN

	
QUICKSILVER RESOURCES INC

	
10/08/2008

	
TARRANT

	
D209045304

	  	  
	
TX4390844.00

	
JOHN W NETHERLAND CO-TRSTE

	
QUICKSILVER RESOURCES INC

	
10/08/2008

	
TARRANT

	
D209045302

	  	  
	
TX4390845.00

	
VIRGINIA ELLIOTT

	
QUICKSILVER RESOURCES INC

	
01/14/2009

	
TARRANT

	
D209045303

	  	  
	
TX4390853.00

	
CITY OF FORT WORTH

	
QUICKSILVER RESOURCES INC

	
02/26/2009

	
TARRANT

	
D209071940

	
09/16/2009

	
D209260712


	
TX4390854.00

	
TRUCK TRAILER SERVICES INC

	
QUICKSILVER RESOURCES INC

	
02/26/2009

	
TARRANT

	
D209082158

	  	  
	
TX4390855.00

	
STEPHEN STOUS ET UX

	
QUICKSILVER RESOURCES INC

	
11/12/2008

	
TARRANT

	
D209066270

	  	  







 




  






Exhibit A-2 – Part I – Page 26













  






 




	
TX4390856.00

	
MARK L YEANDLE ET UX

	
MARSHALL R YOUNG OIL COMPANY

	
05/20/2005

	
TARRANT

	
D205225629

	  	  
	
TX4390857.00

	
CHRISTOPHER J HARDEY ET UX

	
QUICKSILVER RESOURCES INC

	
02/21/2009

	
TARRANT

	
D209073699

	  	  
	
TX4390858.00

	
WENJU WENG ET VIR

	
QUICKSILVER RESOURCES INC

	
02/10/2009

	
TARRANT

	
D209073697

	  	  
	
TX4390859.00

	
JEREMIAH H JOHNSON ET UX

	
QUICKSILVER RESOURCES INC

	
11/23/2008

	
TARRANT

	
D209073698

	  	  
	
TX4390860.00

	
PLANTATION PROPERTIES LTD

	
QUICKSILVER RESOURCES INC

	
03/04/2009

	
TARRANT

	
D209082157

	  	  
	
TX4390861.00

	
LEWIS BULL CORPORATION

	
QUICKSILVER RESOURCES INC

	
02/19/2009

	
TARRANT

	
D209082156

	  	  
	
TX4390862.00

	
ARNOLD ANCHONDO SR ET AL

	
QUICKSILVER RESOURCES INC

	
03/02/2009

	
TARRANT

	
D209119324

	  	  
	
TX4390863.00

	
MICHAEL PHILLIPS

	
QUICKSILVER RESOURCES INC

	
03/16/2009

	
TARRANT

	
D209088815

	  	  
	
TX4390864.00

	
JORGE HERNANDEZ ET UX

	
QUICKSILVER RESOURCES INC

	
02/28/2009

	
TARRANT

	
D209093865

	  	  
	
TX4390865.00

	
MERRILL A NELSON ET UX

	
QUICKSILVER RESOURCES INC

	
03/25/2009

	
TARRANT

	
D209093866

	  	  
	
TX4390866.00

	
KYLE EQUITIES LP

	
QUICKSILVER RESOURCES INC

	
03/25/2009

	
TARRANT

	
D209168074

	  	  
	
TX4390868.00

	
SOUTH LOOP 820 LP

	
QUICKSILVER RESOURCES INC

	
05/29/2009

	
TARRANT

	
D209168071

	  	  
	
TX4390869.00

	
MOSSON LP

	
QUICKSILVER RESOURCES INC

	
05/29/2009

	
TARRANT

	
D209168075

	  	  
	
TX4390870.00

	
RSC EQUITIES LLC

	
QUICKSILVER RESOURCES INC

	
05/29/2009

	
TARRANT

	
D209168073

	  	  
	
TX4390879.00

	
CINDY D KAPPEL

	
QUICKSILVER RESOURCES INC

	
02/12/2009

	
TARRANT

	
D209109105

	  	  
	
TX4390880.00

	
JIMMY R KERSEY ET UX

	
QUICKSILVER RESOURCES INC

	
02/04/2009

	
TARRANT

	
D209109107

	  	  
	
TX4390881.00

	
DJK INC

	
QUICKSILVER RESOURCES INC

	
04/03/2009

	
TARRANT

	
D209109104

	
09/10/2009

	
D209250038


	
TX4390882.00

	
TAMMIE Y DOUGLAS

	
QUICKSILVER RESOURCES INC

	
03/26/2009

	
TARRANT

	
D209109106

	  	  
	
TX4390884.01

	
MARTHA ABERNATHY ET VIR

	
QUICKSILVER RESOURCES INC

	
03/28/2009

	
TARRANT

	
D209109108

	  	  
	
TX4390884.02

	
BRENDA KILLINGSWORTH

	
QUICKSILVER RESOURCES INC

	
03/28/2009

	
TARRANT

	
D209109109

	  	  
	
TX4390885.00

	
TASH INC

	
QUICKSILVER RESOURCES INC

	
04/02/2009

	
TARRANT

	
D209111974

	  	  
	
TX4390886.00

	
DANNY EADES ET UX

	
QUICKSILVER RESOURCES INC

	
04/09/2009

	
TARRANT

	
D209109110

	  	  
	
TX4390888.00

	
JEWELL LANDERS JR ET UX

	
QUICKSILVER RESOURCES INC

	
05/11/2009

	
TARRANT

	
D209134575

	  	  
	
TX4390889.00

	
ST TX 110047

	
QUICKSILVER RESOURCES INC

	
04/07/2009

	
TARRANT

	
D209111987

	  	  







 




  






Exhibit A-2 – Part I – Page 27













  






 




	
TX4390890.00

	
CITY OF FORT WORTH

	
QUICKSILVER RESOURCES INC

	
05/01/2009

	
TARRANT

	
D209128790

	  	  
	
TX4390891.01

	
CHARLENE HIGH ET VIR

	
QUICKSILVER RESOURCES INC

	
03/28/2009

	
TARRANT

	
D209125156

	  	  
	
TX4390891.02

	
ANTHONY MARTINEZ

	
QUICKSILVER RESOURCES INC

	
03/28/2009

	
TARRANT

	
D209125155

	  	  
	
TX4390891.03

	
CONNIE SIMMONS ET VIR

	
QUICKSILVER RESOURCES INC

	
03/25/2009

	
TARRANT

	
D209125157

	  	  
	
TX4390891.04

	
STEVEN W PITTMAN ET UX

	
QUICKSILVER RESOURCES INC

	
03/28/2009

	
TARRANT

	
D209125158

	  	  
	
TX4390891.05

	
ROSE PITTMAN

	
QUICKSILVER RESOURCES INC

	
04/20/2009

	
TARRANT

	
D209119323

	  	  
	
TX4390892.00

	
KEVIN MUHAMMAD

	
QUICKSILVER RESOURCES INC

	
03/18/2009

	
TARRANT

	
D209125161

	  	  
	
TX4390893.00

	
RICHARD L MOORE

	
QUICKSILVER RESOURCES INC

	
03/04/2009

	
TARRANT

	
D209125160

	  	  
	
TX4390894.00

	
MILTON M BARROW

	
QUICKSILVER RESOURCES INC

	
03/02/2009

	
TARRANT

	
D209125159

	  	  
	
TX4390895.00

	
EASTLAND REAL ESTATE INV

	
QUICKSILVER RESOURCES INC

	
03/23/2009

	
TARRANT

	
D209127371

	  	  
	
TX4390896.00

	
ROBERT WARD WILLIAMS

	
QUICKSILVER RESOURCES INC

	
04/14/2009

	
TARRANT

	
D209127370

	  	  
	
TX4390897.00

	
ELIJAH RAGIRA ET UX

	
QUICKSILVER RESOURCES INC

	
04/22/2009

	
TARRANT

	
D209134574

	  	  
	
TX4390898.00

	
ROSALIA CERVANTES

	
QUICKSILVER RESOURCES INC

	
04/10/2009

	
TARRANT

	
D209136881

	  	  
	
TX4390899.00

	
JAMES TUCKER ET UX

	
QUICKSILVER RESOURCES INC

	
03/16/2009

	
TARRANT

	
D209136882

	  	  
	
TX4390903.00

	
RAYMOND LESLIE WHALEY SR

	
QUICKSILVER RESOURCES INC

	
05/14/2009

	
TARRANT

	
D209140939

	  	  
	
TX4390904.00

	
JUDY G WILLIAMS HILL

	
QUICKSILVER RESOURCES INC

	
03/18/2009

	
TARRANT

	
D209140940

	  	  
	
TX4390905.00

	
JAIME MORQUECHO

	
QUICKSILVER RESOURCES INC

	
02/19/2009

	
TARRANT

	
D209145771

	  	  
	
TX4390907.00

	
VERDE MONTE 32 PARTNERS

	
QUICKSILVER RESOURCES INC

	
04/21/2009

	
TARRANT

	
D209159511

	  	  
	
TX4390908.00

	
PAUL F HEALY ET UX

	
QUICKSILVER RESOURCES INC

	
06/02/2009

	
TARRANT

	
D209159512

	  	  
	
TX4390909.00

	
SUSAN R SMITH ET VIR

	
QUICKSILVER RESOURCES INC

	
05/28/2009

	
TARRANT

	
D209159510

	  	  
	
TX4390910.00

	
DERRICK POWELL

	
QUICKSILVER RESOURCES INC

	
03/04/2009

	
TARRANT

	
D209154624

	  	  
	
TX4390911.00

	
ANDREW JUSTIN FULENCHEK ET

	
QUICKSILVER RESOURCES INC

	
05/18/2009

	
TARRANT

	
D209154619

	  	  
	
TX4390912.00

	
MUGEER OMAR ET UX

	
QUICKSILVER RESOURCES INC

	
05/06/2009

	
TARRANT

	
D209154621

	  	  







 




  






Exhibit A-2 – Part I – Page 28













  






 




	
TX4390913.00

	
CITY OF FORT WORTH

	
QUICKSILVER RESOURCES INC

	
06/16/2009

	
TARRANT

	
D209166519

	  	  
	
TX4390914.00

	
ROBERT MITCHELL ET UX

	
QUICKSILVER RESOURCES INC

	
03/16/2009

	
TARRANT

	
D209166517

	  	  
	
TX4390915.00

	
JAMES R BROWN

	
QUICKSILVER RESOURCES INC

	
03/02/2009

	
TARRANT

	
D209166518

	  	  
	
TX4390917.01

	
DIANA WILDRIX ET VIR

	
QUICKSILVER RESOURCES INC

	
05/05/2009

	
TARRANT

	
D209175670

	  	  
	
TX4390917.02

	
DAVID PARKER

	
QUICKSILVER RESOURCES INC

	
05/05/2009

	
TARRANT

	
D209175668

	  	  
	
TX4390917.03

	
DEBRA S PARKER

	
QUICKSILVER RESOURCES INC

	
05/05/2009

	
TARRANT

	
D209175669

	  	  
	
TX4390918.00

	
CLARANCE JAMES JOHNSON JR

	
QUICKSILVER RESOURCES INC

	
06/01/2009

	
TARRANT

	
D209181171

	  	  
	
TX4390919.00

	
CITY OF FORT WORTH

	
QUICKSILVER RESOURCES INC

	
06/25/2009

	
TARRANT

	
D209188093

	  	  
	
TX4390922.00

	
RUSTEM GASHI ET UX

	
QUICKSILVER RESOURCES INC

	
06/18/2009

	
TARRANT

	
D209195609

	  	  
	
TX4390924.01

	
JUNENE JOHNSON

	
QUICKSILVER RESOURCES INC

	
06/22/2009

	
TARRANT

	
D209209830

	  	  
	
TX4390925.00

	
ALEXANDER ALFARO ET UX

	
QUICKSILVER RESOURCES INC

	
07/09/2009

	
TARRANT

	
D209209831

	  	  
	
TX4390927.00

	
JOHNSON PROPERTIES LLC

	
QUICKSILVER RESOURCES INC

	
07/21/2009

	
TARRANT

	
D209222177

	  	  
	
TX4390936.00

	
SCOTT HENSEL

	
QUICKSILVER RESOURCES INC

	
07/21/2009

	
TARRANT

	
D209220526

	  	  
	
TX4390940.00

	
ARCTX MINERALS LLC

	
MARSHALL R YOUNG OIL COMPANY & QRI

	
09/04/2009

	
TARRANT

	
D209242224

	  	  
	
TX4390952.00

	
ARCTX MINERALS LLC

	
MARSHALL R YOUNG OIL COMPANY & QRI

	
10/29/2009

	
TARRANT

	
D209295177

	  	  
	
TX4391015.55

	
VIVENNE BOSWELL WILLIAMS ET AL

	
MARSHALL R


YOUNG OIL


CO.

	
09/15/2006

	
TARRANT

	
D206293522

	  	  







 





  






Exhibit A-2 – Part I – Page 29













  






 





Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 


PROPERTY SCHEDULE


 


II.  PART II:




 




	
 


WELL NAME

	
WORKING INTEREST

	
NET REVENUE INTEREST


	
820 MARTIN DEVELOPMENT 1H

	
25.00000000

	
18.735980000


	
820 MARTIN DEVELOPMENT 2H

	
25.00000000

	
18.735980000


	
820 MARTIN DEVELOPMENT 3H

	
25.00000000

	
18.735980000


	
820 MARTIN DEVELOPMENT 4H

	
25.00000000

	
18.735980000


	
820 MARTIN DEVELOPMENT 5H

	
25.00000000

	
18.735980000


	
820 MARTIN DEVELOPMENT 6H

	
25.00000000

	
18.735980000


	
BOSWELL 10H

	
25.00000000

	
18.739444000


	
BOSWELL 11H

	
25.00000000

	
18.739444000


	
BOSWELL 1H

	
25.00000000

	
18.739444000


	
BOSWELL 2H

	
25.00000000

	
18.739444000


	
BOSWELL 3H

	
25.00000000

	
18.739444000


	
BOSWELL 4H

	
25.00000000

	
18.739444000


	
BOSWELL 5H

	
25.00000000

	
18.739444000


	
BOSWELL 7H

	
25.00000000

	
18.739444000


	
BOSWELL 8H

	
25.00000000

	
18.739444000


	
BOSWELL 9H

	
25.00000000

	
18.739444000


	
DUKE 1H

	
25.00000000

	
18.466374667


	
EXELON NORTH 13H

	
25.00000000

	
18.200094000


	
EXELON NORTH 15H

	
25.00000000

	
18.200094000


	
EXELON NORTH 17H

	
25.00000000

	
18.200094000


	
EXELON NORTH 19H

	
25.00000000

	
18.200094000


	
EXELON NORTH 1H

	
25.00000000

	
18.200094000


	
EXELON NORTH 21H

	
25.00000000

	
18.200094000


	
EXELON NORTH 2H

	
25.00000000

	
18.200094000


	
EXELON NORTH 3H

	
25.00000000

	
18.200094000


	
EXELON NORTH 4H

	
25.00000000

	
18.200094000


	
OLCOTT NORTH A 1H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 2H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 3H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 4H

	
25.00000000

	
18.638055000


	
OLCOTT SOUTH 1H

	
25.00000000

	
18.750000000


	
OLCOTT SOUTH 2H

	
25.00000000

	
18.750000000


	
OLCOTT SOUTH 3H

	
25.00000000

	
18.750000000


	
OLCOTT SOUTH 4H

	
25.00000000

	
18.750000000


	
OLCOTT SOUTH 5H

	
25.00000000

	
18.750000000


	
OLCOTT SOUTH 6H

	
25.00000000

	
18.750000000


	
OLCOTT SOUTH 7H

	
25.00000000

	
18.750000000


	
OLCOTT SOUTH 8H

	
25.00000000

	
18.750000000









 






  






Exhibit A-2 – Part II – Page 1













  











 




	
 


WELL NAME

	
WORKING INTEREST

	
NET REVENUE INTEREST


	
SOUTH LOOP 820 WELL #1H

	
25.00000000

	
18.488725000


	
BOSWELL 12H

	
25.00000000

	
18.739444000


	
BOSWELL 13H

	
25.00000000

	
18.739444000


	
BOSWELL 14H

	
25.00000000

	
18.739444000


	
BOSWELL 6H

	
25.00000000

	
18.739444000


	
CITY OF ARLINGTON 10H

	
25.00000000

	
17.828427000


	
CITY OF ARLINGTON 12H

	
25.00000000

	
17.828427000


	
CITY OF ARLINGTON 14H

	
25.00000000

	
17.828427000


	
CITY OF ARLINGTON 3H

	
25.00000000

	
17.828427000


	
CITY OF ARLINGTON 4H

	
25.00000000

	
17.828427000


	
CITY OF ARLINGTON 6H

	
25.00000000

	
17.828427000


	
CITY OF ARLINGTON 8H

	
25.00000000

	
17.828427000


	
EXELON NORTH 10H

	
25.00000000

	
18.200094000


	
EXELON NORTH 12H

	
25.00000000

	
18.200094000


	
EXELON NORTH 5H

	
25.00000000

	
18.200094000


	
EXELON NORTH 6H

	
25.00000000

	
18.200094000


	
EXELON NORTH 8H

	
25.00000000

	
18.200094000


	
EXELON SOUTH 10H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 11H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 12H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 1H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 2H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 3H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 4H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 5H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 6H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 7H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 8H

	
25.00000000

	
17.876199667


	
EXELON SOUTH 9H

	
25.00000000

	
17.876199667


	
LAWHON SOUTH UNIT 10H

	
21.36296425

	
16.022230000


	
LAWHON SOUTH UNIT 11H

	
21.36296425

	
16.022230000


	
LAWHON SOUTH UNIT 12H

	
21.36296425

	
16.022230000


	
LAWHON SOUTH UNIT 13H

	
21.36296425

	
16.022230000


	
LAWHON SOUTH UNIT 1H

	
21.36296425

	
16.022230000


	
LAWHON SOUTH UNIT 2H

	
21.36296425

	
16.022230000


	
LAWHON SOUTH UNIT 5H

	
21.36296425

	
15.772223000


	
LAWHON SOUTH UNIT 7H

	
21.36296425

	
15.772223000


	
MATLOCK 2H

	
1.01160767

	
0.733415667


	
MOORE UNIT 1H

	
0.66049900

	
0.478861667


	
MOORE UNIT 2H

	
0.66049900

	
0.478861667


	
MOORE UNIT 3H

	
0.66049900

	
0.478861667


	
MOORE UNIT 4H

	
0.66049900

	
0.478861667


	
MOORE UNIT 5H

	
0.66049900

	
0.478861667


	
MOORE UNIT 6H

	
0.66049900

	
0.478861667


	
OLCOTT NORTH A 10H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 11H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 12H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 5H

	
25.00000000

	
18.638055000









 





  






Exhibit A-2 – Part II – Page 2













  










 




	
 


WELL NAME

	
WORKING INTEREST

	
NET REVENUE INTEREST


	
OLCOTT NORTH A 6H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 7H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 8H

	
25.00000000

	
18.638055000


	
OLCOTT NORTH A 9H

	
25.00000000

	
18.638055000


	
OLCOTT SOUTH 10H

	
25.00000000

	
18.750000000


	
OLCOTT SOUTH 9H

	
25.00000000

	
18.750000000


	
SOUTH LOOP 820 WELL 1H (FUTURE STAGES)

	
25.00000000

	
18.488725000


	
WHIZ-Q EAST UNIT 10H

	
24.71748700

	
17.858694667


	
WHIZ-Q EAST UNIT 11H

	
24.71748700

	
17.858694667


	
WHIZ-Q EAST UNIT 12H

	
24.71748700

	
17.858694667


	
WHIZ-Q EAST UNIT 1H

	
24.71748700

	
17.858694667


	
WHIZ-Q EAST UNIT 2H

	
24.71748700

	
17.858694667


	
WHIZ-Q EAST UNIT 5H

	
24.71748700

	
17.858694667


	
820 MARTIN EAST UNIT 2H

	
25.00000000

	
17.570000000


	
820 MARTIN EAST UNIT 3H

	
25.00000000

	
17.570000000


	
820 MARTIN EAST UNIT 4H

	
25.00000000

	
17.570000000


	
820 MARTIN EAST UNIT 5H

	
25.00000000

	
17.570000000


	
820 MARTIN EAST UNIT 6H

	
25.00000000

	
17.570000000


	
BLAIR EAST UNIT 1H

	
25.00000000

	
18.258486000


	
BLAIR EAST UNIT 2H

	
25.00000000

	
18.258486000


	
BLAIR EAST UNIT 3H

	
25.00000000

	
18.258486000


	
BLAIR EAST UNIT 4H

	
25.00000000

	
18.258486000


	
DUKE 2H

	
25.00000000

	
18.466374667


	
DUKE 3H

	
25.00000000

	
18.466374667


	
DUKE 4H

	
25.00000000

	
18.466374667


	
DUKE 5H

	
25.00000000

	
18.466374667


	
DUKE 6H

	
25.00000000

	
18.466374667


	
DUKE 7H

	
25.00000000

	
18.466374667


	
SOUTH LOOP 820 PAD WELL #2H

	
25.00000000

	
18.488725000


	
SOUTH LOOP 820 PAD WELL #3

	
25.00000000

	
18.488725000


	
SOUTH LOOP 820 PAD WELL #4H

	
25.00000000

	
18.488725000


	
WHIZ-Q EAST UNIT 3H

	
24.71748700

	
17.858694667


	
WHIZ-Q EAST UNIT 4H

	
24.71748700

	
17.858694667


	
LAWHON WEST UNIT 1H

	
23.75000000

	
17.218750000


	
LAWHON WEST UNIT 2H

	
23.75000000

	
17.218750000


	
LAWHON WEST UNIT 3H

	
23.75000000

	
17.218750000


	
LAWHON WEST UNIT 4H

	
23.75000000

	
17.218750000


	
LAWHON WEST UNIT 5H

	
23.75000000

	
17.218750000


	
LAWHON WEST UNIT 6H

	
23.75000000

	
17.218750000


	
WHIZ-Q WEST UNIT 1H

	
14.13950200

	
10.604626500


	
WHIZ-Q WEST UNIT 2H

	
14.13950200

	
10.604626500


	
WHIZ-Q WEST UNIT 3H

	
14.13950200

	
10.604626500


	
WHIZ-Q WEST UNIT 4H

	
14.13950200

	
10.604626500


	
WHIZ-Q WEST UNIT 5H

	
14.13950200

	
10.604626500


	
WHIZ-Q WEST UNIT 6H

	
14.13950200

	
10.604626500









 





  






Exhibit A-2 – Part II – Page 3













  








 


SCHEDULE 4.1(d)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”









SELLER’S CONFLICTS OR VIOLATIONS


 




	
(1)  

	
Restated Deed of Trust and Security Agreement dated November 26, 2008, recorded as Instrument D208448677, Official Public Records, Tarrant County, Texas, executed by Marshall R. Young Oil Co. and William K. Young, in favor of Texas Capital Bank, N.A.







 





	
(2)  

	

Deed of Trust and Security Agreement dated October 19, 2006, recorded as Instrument D206337747, Official Public Records, Tarrant County, Texas, executed by Marshall R. Young Oil Co. and William K. Young, in favor of Texas Capital Bank, N.A.









 










  





Schedule 4.1(d)











  






 


SCHEDULE 4.1(e)







Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”







SELLER’S CONSENTS







None

 




  





Schedule 4.1(e)











  






 


SCHEDULE 4.1(f)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”







TRANSFER REQUIREMENTS




 


I.  PART I - CONSENTS





	
QRI File No

	
Lease Name

	
Lse Dated

	
Recorded - County

	
Recorded Document #

	
Amendment Dated

	
Amendment Recorded


	
TX4390002.01

	
MICHAEL C OLCOTT

	
03/25/2005

	
TARRANT

	
D205143296

	  	  
	
TX4390002.02

	
MARY SUSAN OLCOTT

	
06/20/2005

	
TARRANT

	
D205177448

	  	  
	
TX4390002.03

	
OLCOTT TRUSTS FROST BK TR

	
09/15/2005

	
TARRANT

	
D205281911

	  	  
	
TX4390005.00

	
S L SIBERT COMPANY INC

	
05/12/2005

	
TARRANT

	
D205163412

	  	  
	
TX4390017.00

	
820/MARTIN DEVELOPMENT LP

	
04/14/2005

	
TARRANT

	
D205112088

	  	  
	
TX4390021.00

	
VIVIENNE B WILLIAMS ET AL

	
07/01/2005

	
TARRANT

	
D205255638

	  	  
	
TX4390027.03

	
WEB MADDOX TRUST

	
09/20/2005

	
TARRANT

	
D205281913

	  	  
	
TX4390027.29

	
F CHRIS FARKAS TRUST

	
12/19/2007

	
TARRANT

	
D208001564

	  	  
	
TX4390091.00

	
W H GROVE ESTATE

	
09/20/2005

	
TARRANT

	
D205281915

	  	  
	
TX4390129.00

	
LOUIS LAND COMPANY LTD

	
05/27/2005

	
TARRANT

	
D205220500

	
12/08/2009

	
D209333771


	
TX4390156.00

	
CITY OF ARLINGTON

	
10/18/2006

	
TARRANT

	
D206329299

	
Effective 10/18/2006

	
D208464020


	
TX4390182.00

	
303 JOINT VENTURE

	
11/15/2006

	
TARRANT

	
D206362872

	  	  
	
TX4390217.00

	
CALEAST NAT TEXAS LP

	
08/01/2006

	
TARRANT

	
D206402249

	  	  
	
TX4390267.00

	
EXELON PEAKER DEV LLP

	
06/08/2007

	
TARRANT

	
D207204341

	  	  
	
TX4390347.00

	
TARRANT COUNTY

	
10/07/2007

	
TARRANT

	
D207372463

	  	  
	
TX4390348.00

	
CITY OF FORT WORTH

	
01/01/2008

	
TARRANT

	
D208008423

	  	  
	
TX4390556.00

	
CITY OF FORT WORTH

	
01/06/2009

	
TARRANT

	
D209011528

	  	  
	
TX4390842.00

	
THE OAKRIDGE SCHOOL INC

	
11/16/2005

	
TARRANT

	
D206068688

	  	  
	
TX4390890.00

	
CITY OF FORT WORTH

	
05/01/2009

	
TARRANT

	
D209128790

	  	  
	
TX4390919.00

	
CITY OF FORT WORTH

	
06/25/2009

	
TARRANT

	
D209188093

	  	  









 




  






Schedule 4.1(f) – Page 1













  








 



II.  PART II - NOTICES


 






	
QRI File No

	
Lease Name

	
Lse Dated

	
Recorded - County

	
Recorded Document #

	
Amendment Dated

	
Amendment Recorded


	
TX4390021.00

	
VIVIENNE B WILLIAMS ET AL

	
07/01/2005

	
TARRANT

	
D205255638

	  	  
	
TX4390091.00

	
W H GROVE ESTATE

	
09/20/2005

	
TARRANT

	
D205281915

	  	  
	
TX4390334.00

	
ST TX 108059

	
07/17/2007

	
TARRANT

	
D207310986

	  	  
	
TX4390545.00

	
SHRINERS HOSPITALS

	
06/27/2008

	
TARRANT

	
D208310231

	
03/25/2010

	
D210079051


	
TX4390347.00

	
TARRANT COUNTY

	
10/07/2007

	
TARRANT

	
D207372463

	  	  
	
TX4390396.00

	
DANNY WAYNE DUKE

	
04/01/2008

	
TARRANT

	
D208116369

	  	  
	
TX4390808.00

	
ST TX  109585

	
12/16/2008

	
TARRANT

	
D209004253

	  	  
	
TX4390809.00

	
ST TX 109584

	
12/16/2008

	
TARRANT

	
D209004252

	  	  
	
TX4390853.00

	
CITY OF FORT WORTH

	
02/26/2009

	
TARRANT

	
D209071940

	
09/16/2009

	
D209260712


	
TX4390889.00

	
ST TX 110047

	
04/07/2009

	
TARRANT

	
D209111987

	  	  
	
TX4390890.00

	
CITY OF FORT WORTH

	
05/01/2009

	
TARRANT

	
D209128790

	  	  
	
TX4390913.00

	
CITY OF FORT WORTH

	
06/16/2009

	
TARRANT

	
D209166519

	  	  
	
TX4390919.00

	
CITY OF FORT WORTH

	
06/25/2009

	
TARRANT

	
D209188093

	  	  







 




  






Schedule 4.1(f) – Page 2













  






 


SCHEDULE 4.1(i)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 







CERTAIN CONTRACTS AND AGREEMENTS


 


 




	
1.

	
Service Agreement Confirmation Intrastate Natural Gas Transportation Service Agreement dated April 1, 2007, by and between Quicksilver Resources Inc. and Energy Transfer Fuel L.P.







 



	
2.

	
Gas Gathering Agreement Lake Arlington Gathering System dated effective October 1, 2007, by and between Quicksilver Resources Inc. and Cowtown Pipeline LP.







 



	
3.

	
Operating Agreement dated June 2, 2006, by and between Quicksilver Resources Inc., as Operator, and Marshall R. Young Oil Co., as Non-Operator, covering the Lake Arlington area.







 



	
4.

	
Operating Agreement dated August 1, 2009, by and between Quicksilver Resources Inc., as Operator, and Chesapeake Exploration LLC, as Non-Operator, covering the Whiz Q East Unit.







 



	
5.

	
Operating Agreement dated October 1, 2009, by and between Quicksilver Resources Inc., as Operator, and Chesapeake Exploration LLC, as Non-Operator, covering the Lawhon South Unit.







 



	
6.

	
Operating Agreement dated July 2, 2008, by and between EOG Resources, Inc., as Operator, and Energy Extract, L.P., 91017 LTD., Chesapeake Exploration, L.L.C., Quicksilver Resources Inc. and Marshall R. Young Oil Co., as Non-Operators.







 






  





Schedule 4.1(i)











  






 


SCHEDULE 4.2(d)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”







BUYER’S CONFLICTS OR VIOLATIONS


 



Pursuant to that certain Amended and Restated Credit Agreement dated as of February 9, 2007, by and among Quicksilver Resources Inc., as Borrower, JP Morgan Chase Bank, N.A., Global Administrative Agent, and the other agents and financial institutions from time to time party thereto, as amended, Quicksilver Resources Inc. has granted to the lenders a security interest in the Adjusted Common Units Consideration which will be released at the Closing.











  





Schedule 4.2(d) 











  






 


SCHEDULE 4.2(e)








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”


 


BUYER’S CONSENTS




 



Pursuant to that certain Amended and Restated Credit Agreement dated as of February 9, 2007, by and among Quicksilver Resources Inc., as Borrower, JP Morgan Chase Bank, N.A., Global Administrative Agent, and the other agents and financial institutions from time to time party thereto, as amended, Quicksilver Resources Inc. has granted to the lenders a security interest in the Adjusted Common Units Consideration which will be released at the Closing.




 


 




  





Schedule 4.2(e)











  






 


SCHEDULE I








Attached to and made a part of that certain Asset Purchase Agreement


dated May 11, 2010, by and between


MARSHALL R. YOUNG OIL CO., as “Seller”, and


QUICKSILVER RESOURCES INC., as “Buyer”







PERMITTED OVERRIDING ROYALTY INTERESTS





	
(i) 

	
Assignment of Overriding Royalty dated January 31, 2007, recorded as Instrument D207038211, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al.













	
(ii)  

	
Assignment of Overriding Royalty dated January 31, 2007, recorded as Instrument D207038212, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al.













	
(iii) 

	
Assignment of Overriding Royalty dated January 31, 2007, recorded as Instrument D207038213, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al.













	
(iv) 

	
Assignment of Overriding Royalty dated July 7, 2008, recorded as Instrument D208266666, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al.; as amended by Amendment of Assignment of Overriding Royalty dated April 29, 2010, recorded as Instrument D210102861, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al.













	
(v) 

	
Assignment of Overriding Royalty dated March 26, 2009, recorded as Instrument D209089025, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al. as amended by Correction of Assignment of Overriding Royalty dated May 6, 2010, recorded as Instrument D210106990, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al.













	
(vi)  

	
Assignment of Overriding Royalty dated August 24, 2009, recorded as Instrument D209227345, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al.; as amended by Correction of Assignment of Overriding Royalty dated May 3, 2010, recorded as Instrument D210102860, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Marshall Ralph Young, et al.













	
(vii)  

	
Assignment of Retained Overriding Royalty Interests dated May 6, 2010, recorded as Instrument D210107298, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Young Oil Corporation.







 




  






Schedule I – Page 1 of 2













  






 



	
(viii)  

	
Assignment of New Overriding Royalty Interests dated May 6, 2010, recorded as Instrument D210107296, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Young Oil Corporation.













	
(ix)  

	
Assignment of New Overriding Royalty Interest – Quicksilver Leases dated May 6, 2010, recorded as Instrument D210107297, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Young Oil Corporation.













	
(x)  

	
Conveyance of Overriding Royalty Interest dated October 19, 2006, recorded as Instrument D206337748, Official Public Records, Tarrant County, Texas, from Marshall R. Young Oil Co. to Texas Capital Bancshares, Inc.









 



Schedule I – Page 2 of 2