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

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1 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 ) ("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 two approximate 240- acre horizontal wellbore spacing units and five approximate 480-acre horizontal wellbore spacing units designated for portions of Sections 2, 3, 10, and 11, Township 1 North, Range 67 West, and Sections 34 and 35, Township 2 North, Range 67 West,6 tn P.M., for development and operation of the Niobrara and Codell Formations. In 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 Spacing Unit ("WSU") Nos, 7 thru acres Camenisch 29C-35HZ well (API No ) Camenisch 29N-35HZwell (AP/ No ) Camenisch 4N-35HZwell (API No ) Township 1 North Range 67 West, 6t" P.M. Section 2: W'/2 Section 11: N'/ZNW'/4 Township 2 North Range 67 West, 6t" P.M. Section 35: S'hSW'/

2 WSU No acres Camenisch 30N-35HZ well (API No ) Township 1 North, Range 67 West, 6t" P.M. Section 2: W'/ZW'/2 Section 3: E'hE'/2 Section 10: NE'/4NE'/4 Section 11: NW'/4NW'/4 Township 2 North, Range 67 West, 6t" P.M. Section 34: SE'/4SE~/4 Section 35: SW'/SW'/ WSU No acres Camenisch 3C-35HZwel1(AP/ No ) Township 1 North, Range 67 West, 6th P.M. Section 2: E'hW'/2, W1~2E1~2 Section 11: NE'/NWT/, NW'/NE'/4 Township 2 North, Range 67 West, 6th P.M. Section 35: SE'/SW'~4~ SW~~4SE~~4 WSU No acres Camenisch 3N-35HZ well (API No ) Township 1 North, Range 67 West, 6t" P.M. Section 2: E'hW'/ Section 11: NE'/4NW'/4 Township 2 North, Range 67 West, 6t" P.M. Section 35: SE'/4SW'/4 WSU No acres Camenisch 4C-35HZwe11(API No ) Township 1 North, Range 67 West, 6t" P. M. Section 2: W'/ZW'/2 Section 11: NW'/4NW'/4 Township 2 North, Range 67 West, 6t" P.M. Section 35: SW'/4SW'/4 Weld County, Colorado; These lands are hereinafter collectively referred to as the "Application Lands." 2

3 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 (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 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 Camenisch 29C-35HZ well (API No ), 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 Camenisch 29N-35HZwell (API No ), for the production of oil, gas and 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 Camenisch 4N-35HZwell (API No ), for the production of oil, gas and 8. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 4, within the Application Lands for the, for the Camenisch 30N-35HZwell (API No ), for the production of oil, gas and 9. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 5, within the Application Lands for the, for the Camenisch 3C-35HZwell (API No ), for the production of oil, gas and associated hydrocarbons from the Codell Formation. Applicant notified the appropriate parties under Rule 318A. 10. Pursuant to Rule 318A, Applicant designated an approximate 240-acre horizontal wellbore spacing unit, WSU No. 6, within the Application Lands for the, for the Camenisch 3N-35HZwell (API No ), for the production of oil, gas and 1 1. Pursuant to Rule 318A, Applicant designated an approximate 240-acre horizontal wellbore spacing unit, WSU No. 7, within the Application Lands for the, for the 3

4 Camenisch 4C-35HZwell (API No ), for the production of oil, gas and associated hydrocarbons from the Codell Formation. Applicant notified the appropriate parties under Rule 318A. 12. The Camenisch 29C-35HZ well, the Camenisch 29N-35HZwell, the Camenisch 4N-35HZ well, the Camenisch 30N-35HZ well, the Camenisch 3C- 35HZwell, the Camenisch 3N-35HZ well, and the Camenisch 4C-35HZwell are collectively referred to as the "Subject Wells." 13. Acting pursuant to the provisions of (6) and (7), C.R.S. and/or Commission Rule 530, Applicant seeks an order pooling all interests, including, but not limited to, any leased and non-consenting interests, in the Application Lands for the development and operation of the Niobrara and Codell Formations. 14. 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 d rilling of the Subject Well be made subject to the statutory cost recovery provisions of (6) & (7), C.R.S. 15. 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 (7)(b), C.R.S., are first incurred for the drilling of the Subject Wells, whichever is earlier. 16. In order to prevent waste and to protect correlative rights, all interests in the Application Lands should be pooled for the orderly development of the Niobrara and Codell Formations, including any leased and/or non-consenting interests therein. 17. 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 (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 0

5 drilling of the Subject Well are pooled by operation of statute, pursuant to (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. DATED this 19th day of January, Respectfully submitted, K RR-MCGEE OIL &GAS ONSHORE LP By: Greg Nib, Eric Waec erlin Davis Graham &Stubbs LLP t" Street, Suite 500 Denver, Colorado greg. nibert@dgslaw.com eric.waeckerlin@dgslaw.com Address of Applicant Kerr-McGee Oil &Gas Onshore LP Attention: Joseph Kmetz t" Street, Suite 1800 Denver, Colorado ~7

6 VERIFICATION STATE OF COLORADO ) ss. CITY AND COUNTY OF DENVER ) Joseph Kmetz, of lawful age, being first duly sworn upon oath, deposes and says that he is a Landman for Kerr-McGee Oil &Gas Onshore LP, and that he has read the foregoing Application and that the matters therein contained are true to the best of his knowledge, information and belief. i i~' ose metz dman Ker - e Oil &Gas Onshore LP Subscribed and sworn to before me this ~Cl day of January, Witness my hand and official seal. My commission expires: NICHOLE NIGRO NOTARY PUBLIC ow ~o NOTARY ID MY COMMISSION EXPIRES 1TJ28l2019 Notary Public

7 Exhibit A Interested Parties Anadarko E&P Company, LP Berger Family LLC Black Magic #2 LLC Black Stone Minerals Company LP CMS Minerals II LLC Cobalt O&G Partners LP Cobalt Oil &Gas LLC Donald M. Vynckier Douglas L Looker And Jeanne Miller- Looker, As JT DSM Resources L.LC Emelia E. Wilmoth Evelyn R. Rice Aka Evelyn Leinweber Rice Freda L. Dreiling, Trustee of the Freda L. Dreiling Living Trust, dated February 8, 2001 Gittelman I LLLP Howard E. Binder Howard J. Francis and Susan P. Francis, JT J&E Investments LLC Jack R. Cary and Heddy M. Cary, JT James Grant Terry Larry R. Leinweber Larry R. Leinweber Living Trust, dated February 3, 2016 Magic M&R LLC Marvin C Sickler Mary Oleson as Sole Heir of Emelia E. Wilmoth Estate Mile Hi Investments LLC Nancy R. Vynckier Oleo Acres Minerals LLC PDC Energy, Inc. Phillip E. Camenisch Phyllis Burge Revocable Trust U/A Dated May 15, 2007 Pinto Investment Partners LP Prelude Petroleum LLC Proven Fields Oil &Gas III, LLC Richard H. Linn Trust for Nancy E. Lynn Robert And Norma J Gross, Joint Tenants. SPM Resources LLC Suckla Farms, Inc. TRP Minerals LLC Janice J. Hulbert GST Trust John Robert Burge GST Trust Kauffman Land &Development, LLC Kerr-McGee Oil &Gas Onshore LP