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

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BEFORE THE OIL & GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF AN APPLICATION BY KERR- MCGEE OIL & GAS ONSHORE LP FOR AN ORDER POOLING ALL INTERESTS IN AN APPROXIMATE 400-ACRE DESIGNATED HORIZONTAL WELLBORE SPACING UNIT ESTABLISHED FOR CERTAIN PORTIONS OF SECTIONS 14, 23, 26 AND 35, TOWNSHIP 3 NORTH, RANGE 67 WEST, 6TH P.M. FOR THE DEVELOPMENT/OPERATION OF THE NIOBRARA FORMATION, WATTENBERG FIELD, WELD COUNTY, COLORADO CAUSE NO. 407 DOCKET NO. TYPE: POOLING APPLICATION Kerr-McGee Oil & Gas Onshore LP, Operator No. 47120 ( Kerr-McGee or Applicant ), by and through its attorneys, Beatty & Wozniak, P.C., respectfully submits this Application to the Oil and Gas Conservation Commission of the State of Colorado ( Commission ) for an order pooling all interests in an approximate 400-acre horizontal wellbore spacing unit established for certain portions of Sections 14, 23, 26 and 35, Township 3 North, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. In support of its Application, Applicant states and alleges as follows: 1. Applicant is a limited partnership duly authorized to conduct business in the State of Colorado, and has registered as an operator with the Commission. lands: 2. Applicant owns substantial leasehold interests in the below-listed Township 3 North, Range 67 West, 6 th P.M. Section 14: SW¼SW¼ Section 23: W½ W½ Section 26: W½ W½ Section 35: NW¼NW¼ Wellbore Spacing Unit ( WSU ) No. 1 400 acres, more or less, Weld County, Colorado These lands are hereinafter referred to as the Application Lands and depicted in Exhibit A attached hereto. 3. On April 27, 1998, the Commission adopted Rule 318A. which, among other things, allowed certain drilling locations to be utilized to drill or twin a well, deepen a well or recomplete a well and to commingle any or all of the Cretaceous Age Formations from the base of the Dakota Formation to the surface. On December 5, 2005,

Rule 318A. was amended to allow interior infill and boundary wells to be drilled and wellbore spacing units to be established. On August 8, 2011, Rule 318A. was again amended to, among other things, address drilling of horizontal wells. The Application Lands are subject to Rule 318A. 4. Upon information and belief, Applicant designated an approximate 400-acre horizontal wellbore spacing unit, composed of the Application Lands, for the below-described well, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. Applicant notified all owners in the proposed wellbore spacing unit pursuant to Rule 318A.e.(5). Applicant did not receive objections to the establishment of the proposed horizontal wellbore spacing unit within the 30-day response period: a. Chica 4N2-23HZ Well (No API No. permit is pending) Niobrara Formation WSU #1. This well is hereinafter referred to as the Subject Well. 5. Acting pursuant to the relevant provisions of 34-60-116(6) & (7), C.R.S., and Rule 530., Applicant seeks an order pooling all interests, including, but not limited to, any nonconsenting interests, in WSU No. 1 and established for the Application Lands, for the development and operation of the Niobrara Formation. 6. Applicant requests that the Commission s pooling order be made effective as of the earlier of the date of this 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 Well within WSU No. 1. 7. Further, Applicant requests that the interests of any owners with whom the Applicant has been unable to secure a lease or other agreement to participate in the drilling of the Subject Well, are made subject to the cost recovery provisions of 34-60-116(7), C.R.S., effective as of the earlier of the date of the Application, or the date the costs specified in 34-60-116(7)(b), C.R.S. are first incurred for the drilling of the Subject Well. 8. 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. 9. Applicant requests that relief granted under this Application should be effective on oral order by the Commission, and Applicant hereby agrees to be bound by said oral order. 10. The undersigned certifies that copies of this Application will be served on each interested party as required by Rule 507 within seven (7) days of the filing hereof, as required by Rule 503.e. 2

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 WSU No. 1 established for the Application Lands, for the development and operation of the Niobrara Formation, effective as of the earlier of the date of this 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 Well within WSU No. 1. B. Providing that the interests of any owners with whom the Applicant has been unable to secure a lease or other agreement to participate in the drilling of the Subject Well, are made subject to the cost recovery provisions of 34-60-116(7), C.R.S., effective as of the earlier of the date of the Application, or the date the costs specified in 34-60-116(7)(b), C.R.S. are first incurred for the drilling of the Subject Well. C. For such other findings and orders as the Commission may deem proper or advisable in the premises. DATED this 19th day of January, 2017. Respectfully submitted, KERR-MCGEE OIL & GAS ONSHORE LP Address of Applicant Kerr-McGee Oil & Gas Onshore LP ATTN: Geoff Storm 1099 18 th Street, Suite 1800 Denver, Colorado 80202 By: James Parrot Jillian Fulcher Evan Bekkedahl Beatty & Wozniak, P.C. Attorneys for Applicant 216 16th Street, Suite 1100 Denver, Colorado 80202 (303) 407-4499 jparrot@bwenergylaw.com jfulcher@bwenergylaw.com ebekkedahl@bwenergylaw.com 3

Exhibit A Reference Map for Pooling Application Township 3 North, Range 67 West, 6 th P.M. Section 14: SW¼SW¼ Section 23: W½ W½ Section 26: W½ W½ Section 35: NW¼NW¼