BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA NEWFIELD EXPLORATION MID- ) CONTINENT INC. ) APPLICATION MAY

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1 WE BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA APPLICANT: RELIEF SOUGHT: LEGAL DESCRIPTION NEWFIELD EXPLORATION MID- ) CONTINENT INC. ) ) MULTI UNIT HORIZONTAL WELL ) CAUSE CD NO T ) SECTIONS 3 AND 10, TOWNSHIP 14 REACEMENT FOR FAX FILLFD ON NORTH, RANGE 7 WEST, ) MAY 04: I CANADIAN COUNTY, OKLAHOMA ) FILED /RECE APPLICATION MAY COMES NOW Applicant and shows the Corporation CORPORATION C0MN1SSCN 1. PARTIES: Applicant is Newfield Exploration Mid-ContinEi,tiiiMWiiliams Center, Suite 1900, Tulsa, OK 74172, the owner of oil and gas leasehold interests within the lands described in the caption hereof. The name and address of each party entitled to notice of this Application is as shown on Exhibit "A", attached hereto and made a part hereof. 2. ALLEGATION OF FACTS: 2.1 Section 3, Township 14 North, Range 7 West, Canadian County, Oklahoma, has been established as a 640-acre drilling and spacing Unit for the Shale Reservoir comprised of the Woodford, and comprised of the Mississippian, Hunton and Sylvan Associated common sources of supply by an order to issue in a companion spacing cause, and which order prescribes a well location no closer than 660 feet from the unit boundary for the Mississippian, Hunton and Sylvan, and no closer than 165 feet from the North and South Line and no closer than 330 feet from the East and West line of the unit boundary for the Woodford; 2.2 Section 10, Township 14 North, Range 7 West, Canadian County, Oklahoma, has been established as a 640-acre drilling and spacing unit for the Shale Reservoir comprised of the Woodford, and comprised of the Mississippian, Hunton and Sylvan Associated common sources of supply by an order to issue in a companion spacing cause, and which order prescribes a well location no closer than 660 feet from the unit boundary for the Mississippian, Hunton and Sylvan, and no closer than 165 feet from the North and South Line and no closer than 330 feet from the East and West line of the unit boundary for the Woodford; 23 Such well location, in the opinion of Applicant, is not when taking into consideration all of the presently known conditions proper for the drilling and spacing unit and common sources of supply covered hereby. That to prevent waste and protect correlative rights the Commission should prescribe another well location for such drilling and spacing unit and common sources of supply. rr 2.4 Applicant, as operator, is proposing to drill a multiunit horizontal well in the lands involved herein in the shale reservoir, with a portion of the completion interval of such multiunit horizontal well to be located in one or more of the 640-acre drilling and spacing units formed for the separate common sources of supply involved herein in said Sections 11, 2, and 35. Applicant is proposing to drill the multiunit horizontal well involved herein at the following location: Xf

2 Application of Newfield Exploration Mid-Continent inc. Cause CD No T Page 2 of 4 SURFACE LOCATION: No closer than 550 feet from the North line and no closer than 1,320 feet from the East line of Section 15, Township 14 North, Range 7 West, Canadian County, Oklahoma, LOCATION OF WELLBORE (LATERAL) AT SECTION 10 COMPLETION INTERVAL: The proposed location of the end points of the completion interval will be no closer than 165 feet from the South line and no closer than 1,320 feet from the East line and no closer than 0 feet from the North tine and no closer than 1,320 feet from the East line of Section 10, Township 14 North, Range 7 West, Canadian County, Oklahoma, LOCATION OF WELLI3ORE (LATERAL) AT SECTION 3 COMPLETION INTERVAL: The proposed location of the end points of the completion interval will be no closer than 0 feet from the South line and no closer than 1,320 feet from the East line and no closer than 165 feet from the North line and no closer than 1,320 feet from the East line of Section 3, Township 14 North, Range 7 West, Canadian County, Oklahoma, 2.5 The Commission should allocate to each of the affected units covered hereby the reasonable drilling, completion and production costs associated with the multiunit horizontal well involved herein and the commingled production and proceeds from the completion interval of such multiunit horizontal well. Based upon the information now available, Applicant is proposing that the allocation factor for each of the affected units involved herein should be determined by dividing the length of the completion interval of the multiunit horizontal well involved herein located in each such affected unit by the entire length of the completion interval of such multiunit horizontal well. In the event the lateral of the multiunit horizontal well involved herein stays within the productive portion of the Woodford common source of supply throughout the drilling of such lateral, then Applicant anticipates that approximately 50% of the completion interval of such multiunit horizontal well will be located in said Section 3, and approximately 50% of such completion interval will be located in said Section 10, with the cost of and the production and proceeds from such multiunit horizontal to be allocated between the affected units involved herein based on such percentages. The actual allocation of such costs, production and proceeds may vary depending upon the results of the multiunit horizontal well involved herein. 16 Attached hereto as Exhibit "B" and made a part hereof is a map showing the location of each currently existing well in each of the affected units covered hereby and the approximate anticipated location of the proposed multiunit horizontal well involved herein. Within the area in and around the lands covered hereby, there have been very few horizontal wells drilled within the Woodford Shale common source of supply and therefore, the nature and quality, including the potential productivity, of such common source of supply is not known. The results of the multiunit horizontal well involved herein will provide significant information concerning the nature and quality of the Woodford Shale common source of supply in the lands covered hereby which will be used to determine whether any other horizontal wells are necessary within the lands involved herein for the full and efficient development and operation of the Shale Reservoir covered hereby within the affected units involved herein, if the multiunit horizontal well involved herein is successfully drilled and if the results of such multiunit horizontal well are significant and If the price of natural gas is favorable, Applicant may potentially drill additional multiunit horizontal wells in the affected units covered hereby if such additional wells are approved by the Commission upon the filing of a proper application therefor at a future date.

3 Application of Newfield Exploration Mid-Continent Inc. Cause CD No Page 3 of 2.7 That the proposed well, at the location requested by Applicant, is necessary to effectively and efficiently drain a portion of the common sources of supply (reservoir) covered by the drilling and spacing unit comprised of the land set out in Paragraph 4 hereof, which cannot be adequately and efficiently drained by a well drilled at the permitted well location prescribed in the orders listed in said Paragraph That the entire length of the lateral will be cemented such that the perforations will be isolated from the beginning and end point of the lateral. 3. LEGAL AUTHORITY: The relief sought by this application is authorized by House Bill 1909, to be codified as 52 Okla. Stat et seq., and OAC 165: and OAC 165: RELIEF SOUGHT: Applicant requests that the Corporation Commission of Oklahoma enter as order (A) Approving a multiunit horizontal well in the 640-acre drilling and spacing units formed for the Shale Reservoir comprised of the Woodford, and comprised of the Mississippian, Hunton and Sylvan Associated common sources of supply in Sections 3 and 10, Township 14 North, Range 7 West, Canadian County, so as to allow such multiunit horizontal well to be drilled in Paragraph 2.4 above, and to be completed in and to produce hydrocarbons from the above-named separate common sources of supply, and establishing of a proper allocation factor for allocating the cost of and the production and proceeds from such multiunit horizontal well to each of the affected units covered hereby; and (B) Granting such other and further relief as may be proper based upon the evidence presented at the hearing herein. The legal descriptions of the land sections adjacent to the area within which the location exception lies are Sections 2,4,9, 11, 14, 15 and 16, Township 14 North, Range 7 West, and Sections 33,34 and 35, Township 15 North, Range 7 West, Kingfisher County, Oklahoma. Applicant further requests that Applicant or some other party be authorized the right to drill said well. Applicant further requests that it be permitted to produce said well at said location from all common sources of supply covered hereby without any downward allowable adjustment. Applicant may further request that the order to be entered in this cause be made effective on some date prior to the date of the hearing. Respectfully submitted, MAHAFFEY & GORE, P.C. GR.E5ORY MAHAFFEOBA #5626 p6n.e. 1st Street Oklahoma City, OK Telephone: 405/ ATTORNEYS FOR APPLICANT

4 Application of Newfield Exploration Mid-Continent Inc. Cause CD No T Page 4 of 4 CERTIFICATE OF MAILING This is to certify that true and correct copies of the above and foregoing Application and the Notice of Hearing have been mailed by U.S. Mail, postage paidon or re May 11, 2012, to the parties listed on the attached Exhibit "A". Gregory L. Ma affey O:\Clients\G-O\NuwlieId Exploration Mid-Continent Inc, 476\5498 Multi Unit Horiz-Unnamed IH-3X, 3 & I0-l4N-7W\nppikation.doc

5 EXHIBIT "A" CAUSE CD# T NEWFIELD EXPLORATION MID-CONTINENT INC, MULTIUNIT HORIZONTAL WELL RESPONDENT LIST KLADE IH-3X, SECTIONS 3 & 10, TOWNSHIP 14 NORTH, RANGE 7 WEST, CANADIAN COUNTY, OKLAHOMA I Barbara Canfield 413 Windjammer Street Norman, OK Benjamin J. Zum Mallen North Alfadale Road 3, Bobbie Lee Schell 9020 West Mackenzie Drive Phoenix, AZ , Bruce R. Schroeder North Shepard Avenue 5, Charles W. Bloomquist West Exposition Drive Lakewood, CO Chesapeake Exploration Limited Partnership 6100 North Western Oklahoma City, OK David Lee Kremeier P.O. Box Casper, WY Donna Anne Wells Hale 3513 Kristen Lane Duncan, OK It Earl Amrein 1527 Holiday Drive Norman, OK Elizabeth A. Hawkins 7670 Cemetery Road Noble, OK Farmers Union Co-Operative Royalty Company 3829 North Classen Boulevard #101 Oklahoma City, OK Florence M. Tipton Trustee of the Florence M. Tipton Trust P.O. Box G.D. Carrick 224 East Sycamore Street Hollis, OK Gary A, Schroeder North Shepard Avenue 17. Gary Schroeder and Kathy A. Schroeder North Shepard Avenue 9. Doyle G. Taylor and Barbara A. Taylor, 18. Trustees under the Taylor Living Trust dated September 17, nd Street Kingston, OK , 10. Doyle L. Brimberry and Shirley L. Brimberry, Trustees of the Doyle L. Brimberry and Shirley L. Brimberry Revocable Living Trust 20. dated December 19, North Warren Avenue Oklahoma City, OK James FL Kremeier Stallion Bluff Road Shell Knob, MO Janis Wittrock 625 Scott Avenue Kirkwood, MO Jerry Kuntz, Trustee of the Bernice L. Themer Revocable Trust 1200 West Watts El Rena, OK Page 1 of 3

6 21 Jim McHughes 3108 Greenwood Court Norman, OK Mervin L Kremeier 122 South 4th Street 22, Jim McHughes and Melanie McHughes 3108 Greenwood Court Norman, OK Juflarina Cortez Schefl 577 West Galway Street Rialto, CA Katie Ware 3104 Talon Road Edmond, OK Laurell E. Lenz Trustee of the Laurnell E. Lenz Trust P.O. Box 154 Linda J. Thompson and Martin V. Thompson 8386 Zephyr Street Arvada, CO Lonna Meyer Schweitzer Bruner 8117 County Road 508 Alvarado, TX Margaret Ann Corniola and Carmen A. Corniola, Hillgrove Court Las Vegas, NV Mid-Continent II, LLC 600 Travis #5 100 Houston, TX Paul M. Schroeder West Memorial Road Yukon, OK Rama Fedderson P.O. Box 837 Bethany, OK Randy D. Harris and Julie M. Harris 600 Hoehner Place Randy McHughes 3116 Greenwood Court Norman, OK Robert Messenger 802 North Westside Road Hollis, OK Robert R. Hale 1105 Coffey Circle Edmond, OK S & C Oil and Gas 2402 Crosby Park Boulevard Lawton, OK Marlin D. Kremeier and Kathryn E. Kremeier North Shepard Avenue Mary Elizabeth Wells Jenner 1150 Gateshead Drive Oklahoma City, OK McRae & Henry, Ltd 1600 Stout Street, Suite 580 Denver, CO Sandra Bonita Schell 8356 West Maya Drive Peoria, AZ Sharon Messenger 802 North Westside Road Hollis, OK Stephanie Derr 3816 Menard Drive Carrolton, TX Stephen A. Schulte P.O. Box 246 Page 2 of 3

7 45, Steve Clark RR 1, Box 349 Byron, OK Steven Glen Schell 9226 West Gary Road Peoria, AZ The Braden Companies, Inc Coventry Lane Oklahoma City, OK U 5. U 6. U 7. U 8. Dickinson & Nell Jim Horrell Jimmy A. Williams Myla Bertinot , 51, UI, U 2. U 3. U 4. Verilea E. Gleichman Trust, a revocable trust dated the 23rd day of September, West Missouri W.C. Williams 412 NE 61st Street Oklahoma City, OK Wanda Moeller P.O. Box 104 Warren I Kremeier 604 Lakeview Drive Grain Valley, MO William L. Asbury 2010 South B Street Bridger,MT Wilma J0 Bassel 7915 South 76th East Avenue Tulsa, OK ADDRESSES UNKNOWN Bob Graham Cynthia A. Wells David Birdwell Dick Paul Fedderson U9. Tom Learns U 10. Wied-Parr AND, IF ANY OF THE FOREGOING BE DECEASED, THE UNKNOWN HEIRS, EXECUTORS, ADMINISTRATORS, DEVISEES, TRUSTEES AND ASSIGNS, IMMEDIATE AND REMOTE, OF ANY SUCH PARTY Page 3 of 3

8 c tame CwNsub Aim fl44n Hoxam mnrcn AWM SMNM VIGEA Exhibit "B"