BEFORE THE OIL &GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO

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BEFORE THE OIL &GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE PROMULGATION ) CAUSE NO. 407 AND ESTABLISHMENT OF FIELD RULES TO ) GOVERN OPERATIONS FOR THE NIOBRARA ) DOCKET NO. AND CODELL FORMATIONS, WATTENBERG ) FIELD, WELD COUNTY, COLORADO ) TYPE: POOLING APPLICATION Kerr-McGee Oil &Gas Onshore LP (Operator No. 47120) ("Kerr-McGee" or "Applicant"), by and through its attorneys, Davis Graham &Stubbs LLP, respectfully submits this Application to the Oil and Gas Conservation Commission of the State of Colorado (the "Commission") for an order to pool all interests in one approximate 240- acre horizontal wellbore spacing unit and three approximate 480-acre horizontal wellbore spacing units designated for portions of Sections 14, 23, and 26, Township 1 North, Range 67 West, 6t" P.M., for development and operation of the Niobrara and Codell Formations. I n support of its Application, Applicant states and alleges as follows: 1. Applicant is a limited partnership formed under the laws of the State of Delaware; is a wholly owned subsidiary of Anadarko Petroleum Corporation; is duly authorized to conduct business in the State of Colorado; and is a registered operator in good standing with the Commission. 2. Applicant owns certain leasehold interests in the below-listed lands: Wellbore Spacin_q Unit ("WSU") Nos. 1 thru 3 480-acres Garfield 27C-14HZ well (API No. 05-123-42581) Meese 1 C-14HZ well (API No. 05-123-42537) Meese 27N-14HZ well (API No. 05-123-42543) Township 1 North, Range 67 West, 6t" P.M. Section 14: S'/ZSE'/4 Section 23: E'/2 Section 26: N'/ZNE'/4 WSU No. ~h 240-acres Meese 1 N-14HZ well (API No. 05-123- 42542) Township 1 North, Range 67 West, 6t" P.M. Section 14: SE'/4SE'/4 Section 23: E'/zE'/z Section 26: NE'/4NE'/4 Weld County, Colorado; 4224643.1

These lands are hereinafter collectively referred to as the "Application Lands." 3. On April 27, 1998, the Commission adopted Rule 318A, the Greater Wattenberg Area Special Well Location, Spacing and Unit Designation Rule. 4. On February 19, 1992, the Commission entered Order No. 407-87 (amended August 20, 1993) which, among other things, established 80-acre drilling and spacing units for the production of oil, gas and associated hydrocarbons from the Niobrara and Codell Formations underlying certain lands, including the Application Lands, with the permitted well locations in accordance with the provisions of Order No. 407-1. 5. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 1, within the Application Lands for the, for the Garfield 27C-14HZ well (API No. 05-123- 42581), for the production of oil, gas and associated hydrocarbons from the Codell Formation. Applicant notified the appropriate parties under Rule 318A. 6. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 2, within the Application Lands for the, for the Meese 1 C-14HZ well (API No. 05-123- 42537), for the production of oil, gas and associated hydrocarbons from the Codell Formation. Applicant notified the appropriate parties under Rule 318A. 7. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 3, within the Application Lands for the, for the Meese 27N-14HZ well (API No. 05-123- 42543), for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. Applicant notified the appropriate parties under Rule 318A. 8. Pursuant to Rule 318A, Applicant designated an approximate 240-acre horizontal wellbore spacing unit, WSU No. 4, within the Application Lands for the, for the Meese 1 N-14HZ well (API No. 05-123- 42542), for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. Applicant notified the appropriate parties under Rule 318A. 9. The Garfield 27C-14HZ well, the Meese 1 C-14HZ well, the Meese 27N- 14HZ well and the Meese 1 N-14HZ well are collectively referred to as the "Subject Wells." 10. Acting pursuant to the applicable Colorado Statutes and Commission Regulations, Applicant seeks an order pooling all interests, including, but not limited to, any non-consenting interests and any leased mineral interests, in the Application Lands for the development and operation of the Niobrara and Codell Formations. 1 1. Further, Applicant requests that any non-consenting interests with whom the Applicant has been unable to secure a lease or other agreement to participate in the 2

drilling of the Subject Wells, be pooled by operation of statute, pursuant to 34-60- 116(6) & (7), C.R.S., and made subject to the cost recovery provisions thereof. 1 2. Applicant requests that the pooling order entered as a result of this Application be made effective as of the date of this Application, or, as applicable, the date that the costs specified in 34-60-116(7)(b), C.R.S., are first incurred for the d rilling of the Subject Wells, whichever is earlier. 1 3. The granting of this Application is in accord with the Oil and Gas Conservation Act, found at 34-60-101, et seq., C.R.S., and the Commission rules. 14. Applicant certifies that copies of this Application will be served on the interested parties (persons who own any interest in the mineral estate of the tracts to be pooled, except owners of overriding royalty interest) within seven (7) days of the date hereof, as required by Rule 507.b.(2). The Applicant shall submit a certificate of service for the Application, along with the names and addresses of the interested parties according to the information and belief of the Applicant, within the seven days as required by Rule 503.e. WHEREFORE, Applicant respectfully requests that this matter be set for hearing, that notice be given as required by law and that upon such hearing, this Commission enter its order: A. Pooling all interests in the Application Lands for the development and operation of the Niobrara and Codell Formations, with the pooling order made effective as of the date of the Application, or the date that the costs specified in 34-60- 116(7)(b), C.R.S. are first incurred for the drilling of the Subject Wells, whichever is earlier. B. Providing that the non-consenting interests of any owners with whom the Applicant has been unable to secure a lease or other agreement to participate in the d rilling of the Subject Wells, are pooled by operation of statute, pursuant to 34-60- 116(6) & (7), C.R.S., and made subject to the cost recovery provisions thereof. C. For such other findings and orders as the Commission may deem proper or advisable in the premises. 3

DATED this day of October, 2016. Respectfully submitted, KERR-MCGEE OIL &GAS ONSHORE LP Greg N~e~~d Eric Waeckerlin Davis Graham &Stubbs LLP 1550 17t" Street, Suite 500 Denver, Colorado 80202 greg.nibert@dgslaw.com eric.waeckerlin@dgslaw.com Address of Applicant Kerr-McGee Oil &Gas Onshore LP Attention: Nancy McDonald 1099 18t" Street, Suite 1800 Denver, Colorado 80202 C~

VERIFICATION STATE OF COLORADO ) ss. CITY AND COUNTY OF DENVER ) Nancy McDonald, of lawful age, being first duly sworn upon oath, deposes and says that she is a Staff Landman for Kerr-McGee Oil &Gas Onshore LP, and that she has read the foregoing Application and that the matters therein contained are true to the best of her knowledge, information and belief. i' / Nancy Mc~ ald Staff Landman Kerr-McG ~, it &Gas Onshore LP Subscribed and sworn to before me this ~ 3 day of October, 2016. Witness my hand and official seal. My commission expires: ~~ ~~IC~ AN{TA MUNKRES NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20034025710 MY COMMISSION FJ(PIRES 08l08/201~J -- ~-

BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE PROMULGATION AND ) CAUSE NO. 407 ESTABLISHMENT OF FIELD RULES TO GOVERN ) OPERATIONS FOR THE NIOBRARA AND CODELL ) DOCKET NO. 161200517 FORMATIONS, WATTENBERG FIELD, WELD ) COUNTY, COLORADO ) TYPE: POOLING RTIFICATE OF SERVICE STATE OF COLORADO CITY AND COUNTY OF DENVER ss. Greg Nibert Jr., of lawful age, and being first duly sworn upon his oath, states and declares That he is an attorney for Kerr-McGee Oil &Gas Onshore LP, and - that on or before October 20, 2016, he caused a true and correct copy of the Application in the above referenced docket to be deposited in the United States Mail, postage prepaid, addressed to the following parties pursuant to Rule 503.e. Greg Nibe, J Subscribed and sworn to before me October 20, 2016. Witness my hand and official seal. DIANN F. LaGRANGE NOTARY PUBLIC STATE OF CQLORADO NOTARY ID 19914016185 MY COMM1S510N EXPIRES QEC~MBER 23 2019.c.,~ ~ ~ 4226875.1

Docket No. 161200517 Interested Parties BGSPE Energy; Ltd. PO Box 509 Tyler, TX 75710 Crestone Peak Resources Holding LLC 370 17th Street, 21st Floor Denver, CO 80202 Martin J. Harrington, Jr. 2236 S Jackson St Denver, CO 80210 Pirtle Properties LP C/O Farmers National Co., Agent Oil &Gas Dept. PO Box 3480 Omaha, NE 68103-0480 Robert S. Pirtle PO Box 1310 Tyler, TX 75710-1310 George R. Norden 11B -Trust 423 California St. EI Segundo, CA 90245 Gerald L. Krantz and Sharlene L. Krantz PO Box 632 Brighton, C0 80601 Hugh J. Hawthorne and Lori L. Hawthorne PO Box 440 Brighton, CO 80601 Larry Spencer Rule and Connie L. Rule PO Box 189 Brighton, CO 80601 Wright Family Farms, LLC 2645 Weld County Road 23 Fort Lupton, CO 80621 Swan Exploration, LLC 1235 North Loop W Ste. 500 Houston, TX 77008 Alfred Ramirez and Florinda Ramirez 1885 CR 23 Fort Lupton, CO 80621 Anadarko E&P Onshore LLC P. O. Box 173779 Denver, CO 80202 Carol Sostarich 10794 Weld Cr #6 Fort Lupton, CO 80621 City of Aurora,. Colorado 15151 E. Alameda Pky #3200 Aurora, CO 80011