Township 5 North, Range 64 West, 6t" P.M. Section 17: SW'/4NW'/4, NW'/4SW'/4 Section 18: S'/zN~/2, N'/ZS'/2

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1 BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF PDC ENERGY, INC. FOR AN ORDER TO POOL ALL INTERESTS IN TEN APPROXIMATE 200-ACRE TO 480-ACRE DESIGNATED HORIZONTAL WELLBORE SPACING UNITS IN SECTIONS 17 AND 18, TOWNSHIP 5 NORTH, RANGE 64 WEST, AND SECTION 13, TOWNSHIP 5 NORTH, RANGE 65 WEST, 6T" P.M., FOR THE NIOBRARA FORMATION, WATTENBERG FIELD, WELD COUNTY, COLORADO CAUSE NO. 407 DOCKET NO TYPE: POOLING AMENDED APPLICATION PDC Energy, Inc. (Operator No ) ("PDC" or "Applicant"), submits this application to the Oil and Gas Conservation Commission of the State of Colorado ("Commission") for an order to pool all interests in one approximate 200-acre horizontal wellbore spacing unit, one approximate 240-acre horizontal wellbore spacing unit, four approximate 400-acre horizontal wellbore spacing units and four approximate 480-acre horizontal wellbore spacing units designated for portions of Sections 17 and 18, Township 5 North, Range 64 West, and Section 13, Township 5 North, Range 65 West, 6t" P.M., for development and operation of the Niobrara Formation. In support of its Application, Applicant states and alleges as follows: 1. Applicant is a corporation 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") No acres Schaumberg 17G-214 well (API No ) Township 5 North, Range 64 West, 6t" P.M. Section 17: SW'/4NW'/4, NW'/4SW'/4 Section 18: S'/zN~/2, N'/ZS'/2 Township 5 North, Range 65 West, 6t" P.M. Section 13: SEA/4NE'/4, NE'/aSE'/

2 WSU Nos. 2 thru acres Schaumberg 17F-204 well (API No ) Schaumberg 17F-334 well (API No ) Schaumberg 17F-234 well (API No ) Township 5 North, Range 64 West, 6t" P.M. Section 17: W~/zNW'/4 Section 18: N'/2 Township 5 North, Range 65 West, 6t" P.M. Section 13: E~/zNE'/4 WSU Nos. 5 and acres Schaumberg 17F-202 well (API No ) Schaumberg 17F-332 well (API No ) Township 5 North, Range 64 West, 6t" P.M. Section 17: N'/2 Section 18: E'/ZNE'/4 WSU Nos. 7 and acres Schaumberg 17G-312 well (API No ) Schaumberg 17G-202 well (API No ) Township 5 North, Range 64 West, 6t" P.M. Section 17: S~/zN~/z, N~/ZS'/2 Section 18: SE'/4NE'/4, NE'/4SE'/4 WSU No acres Schaumberg 17G-314 well (API No ) Township 5 North, Range 64 West, 6t" P.M. Section 17: SW~/4NW~/4 Section 18: S'/ZN'/2 Township 5 North, Range 65 West, 6t" P.M. Section 13: SEA/4NE'/4 WSU No acres Schaumberg 17F-232 well (API No ) Township 5 North, Range 64 West, 6th P.M. Section 17: S'/ZN'/z Section 18: SE'/4NE'/4 Weld County, Colorado. These lands are collectively referred to as the "Application Lands." ~~

3 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 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 to, among other things, address drilling of horizontal wells. The Application Lands are subject to Rule 318A. 4. On February 19, 1992, the Commission entered Order No (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 Formation underlying cerkain 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 Schaumberg 17G-214 well (API No ), for the production of oil, gas and 6. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 2, within the Application Lands for the Schaumberg 17F-204 well (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 Schaumberg 17F-334 well (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 Schaumberg 17F-234 well (API No ), for the production of oil, gas and 9. Pursuant to Rule 318A, Applicant designated an approximate 400-acre horizontal wellbore spacing unit, WSU No. 5, within the Application Lands for the Schaumberg 17F-202 well (API No ), for the production of oil, gas and 10. Pursuant to Rule 318A, Applicant designated an approximate 400-acre horizontal wellbore spacing unit, WSU No. 6, within the Application Lands for the K~

4 Schaumberg 17F-332 well (API No ), for the production of oil, gas and 11. Pursuant to Rule 318A, Applicant designated an approximate 400-acre horizontal wellbore spacing unit, WSU No. 7, within the Application Lands for the Schaumberg 17G-312 well (API No ), for the production of oil, gas and 12. Pursuant to Rule 318A, Applicant designated an approximate 400-acre horizontal wellbore spacing unit, WSU No. 8, within the Application Lands for the Schaumberg 17G-202 well (API No ), for the production of oil, gas and 13. Pursuant to Rule 318A, Applicant designated an approximate 240-acre horizontal wellbore spacing unit, WSU No. 9, within the Application Lands for the Schaumberg 17G-314 well (API No ), for the production of oil, gas and 14. Pursuant to Rule 318A, Applicant designated an approximate 200-acre horizontal wellbore spacing unit, WSU No. 10, within the Application Lands for the Schaumberg 17F-232 well (API No ), for the production of oil, gas and 15. The Schaumberg 17G-214 well, the Schaumberg 17F-204 well, the Schaumberg 17F-334 well, the Schaumberg 17F-234 well, the Schaumberg 17F-202 well, the Schaumberg 17F-332 well, the Schaumberg 17G-312 well, the Schaumberg 17G-202 well, the Schaumberg 17G-314 well, and the Schaumberg 17F-232 well are collectively referred to as the "Subject Wells." 16. Acting pursuant to Commission Rule 530 and/or the provisions of (6) and (7), C.R.S., Applicant seeks an order pooling all interests, including, but not limited to, any non-consenting interests, in the Application Lands for the development and operation of the Niobrara Formation. 17. 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 drilling of the Subject Wells be made subject to the statutory cost recovery provisions of (6) & (7), C.R.S. 18. Applicant requests that the pooling order be made effective as of the date of the 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. D

5 19. Applicant certifies that copies of this AMENDED Application will be served on all persons owning an interest in the mineral estate of the tracts to be pooled within seven (7) days of the date hereof, as required by Rule 503.e., and that at least thirty-five (35) days prior to the hearing on this matter each such interest owner not already leased or voluntarily pooled will be offered the opportunity to lease, or to participate in the drilling of the Subject Wells, and will be provided with the information required by Rule 530 as applicable. 20. 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 Formation, including any non-consenting interests therein. WHEREFORE, Applicant requests that this matter be set for hearing at the next available opportunity, that notice be given as required by law, and that upon such hearing the Commission enter its order: A. Pooling all interests in the Application Lands for the development and operation of the Niobrara Formation, 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 drilling of the Subject Wells are pooled by operation of statute, pursuant to (6) & (7), C.R.S., and made subject to the cost recovery provisions thereof. C. For any other findings and orders as the Commission may deem proper or advisable in this matter, 5

6 Dated: April Respectfully submitted: PQC ENERGY, INC. Gregory f~b~ r. Davis Graham &Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado (303) Applicant's Address: PDC Energy, Inc. ATTN: Sam McClung 1775 Sherman Street, Suite 3000 Denver, CO 80203,.

7 VERIFICATION STATE OF COLORADO ) ss. CITY AND COUNTY OF DENVER ) Sam McClung, of lawful age, being first duly sworn upon oath, deposes and says that she is a Senior Regional Landman for PDC Energy, Inc., and that she has read the foregoing Amended Application and that the matters therein contained are true to the best of her knowledge, information and belief. art - cclung, Sr. Regional La man PDC Energy, Inc. Subscribed and sworn to before me this day of - ~; ~, Witness my hand and official seal. [SEAL] My commission expires: 5 j lq. ZED ~ KRISTIE ANN MONEY ~ NOTARY PUBLIC ~ Nota ry Public STATE OF COLORADO NOTARY ID 2Q My Commission Expires May 16, 2017

8 BEFORE THE OIL AND 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 FORMATION, WATTENBERG FIELD, WELD ) COUNTY, COLORADO ~ TYPE: POOLING CERTIFICATE OF SERVICE STATE OF COLORADO ) )ss. CITY AND COUNTY OF DENVER ) Greg Nibert Jr., of lawful age, and being first duly sworn upon his oath, states and declares: That he is an attorney for PDC Energy, Inc., and that on or before April 26, 2016, he caused a copy of the attached AMENDED Application to be deposited in the United States Mail, postage prepaid, addressed to the parties listed on Exhibit A attached hereto. 'I ~ -, ~ ~~ Greg Nibe r. _ Subscribed and sworn to before me April ~~, Witness my hand and official seal. My commission expires: ~- sus~e;aosun ~ ~' ~ ~ar~y Pueue STATE OF COLORADO NOTARY ID MY COMM1tSSI0N EXPIRES JlWUARY 21,2011 N o ry P u b I is ~'

9 Exhibit A Interested Parties PDC Energy, Inc Sherman St., Suite 3000 Denver, CO DLCR, LLC 1294 Sandalwood Drive Murphy's CA, Noble Energy WyCo, LLC 1625 Broadway, Suite 2200 Denver, CO Noble Energy, Inc Broadway, Suite 2200 Denver, CO Anne Mette Haigh 7685 S. Sheridan Ct. Littleton CO Barbara Y. Struckman 5934 E. Colonville Rd. Clare, MI Bernice Eva Knoph 2830 W. 27th St. Lane, Apt. D-308 Bertha A. Jaimes P.O. Box 745 Steven J. Buchanan 224 West Rainbow Blvd Salida, CO Brenda M. Signorelli # W. Fairview Ave. Littleton, CO Wilman Investments, Inc nd Ave. Alvia D. Garrison and Ann J. Garrison, 3716 Brasher Rd. Roswell, NM Andrew Jay Hop County Road 47.5 Greeley, CO Andrew Jay Hop Trustee of the Paula Lee Hop Exemption Trust County Road 47.5 Angela D. Curran WCR 53 Bruce H. Adams 4553 Pioneer Lane Bruce H. Adams and Rosalie S. Adams, 4554 Pioneer Lane Greeley, CO Cecil's Kersey Farm, LLC th Avenue Ct. Charles R. Schmidt and Betty A. Schmidt, WCR #58 Comanche LLC 2551 W. 26th Ave. Denver, CO 80211

10 Dale L. McKelvey and Karen A. McKelvey, WCR 58 Daniel Solis and Alis Solis, as joint tenants Address Unknown Debra Jo Green CR 17.7 Fort Morgan, CO Dennis L. Dougherty and Rebecca L Dougherty, th Ave. Diane G. Wolfe th St. Donna J. Wolfe th Ave. Dorothy Kauffman 208 S. Monroe Sturgis, MI Douglass D. Shaffer and Linda Shaffer, County Road 53 Earnest E. Nelson 2302 Meadow Trail St. Joseph, MO Edward Bruce Dunn 206 N. Henry St. Cortez, CO Eileen Y. Bruce 8755 Wintergardens Blvd. Lakeside, CA Estevan Jaimes th St. Gloria J. Watters 3115 S. Ulster St. Denver, CO Heirs and Devisees of the Estate of Betty Gray 24 W. Taylor St., Apt. #8 Colorado Springs, CO Helen D. Puype and Francis E. Puype, County Road 58 Hoshiko Minerals LLC P.O. Box 119 Howard W. Johnson and Mary S. Johnson, County Road 58 Irene G. Bond County Road 388 Ivan Nichols 2794 Garden Lane St. Joseph, MI James W. Park WCR 50 Janice Garvey 4101 Montreal Ave. Prince George, VA Jesse B. Stewart and Diane M. Page, as joint tenants County Road 58

11 Joan P. Camp W. Cherokee Dr. Salida, CO John A. Nelson East US 24 Hwy Cir. Independence, MO John Kelley and Debi Kelley, as joint tenants N. Sunshine Dr. Littleton, CO Kathleen Diane Dunn Hayden 132 Agate Ave. Balboa Island, CA Kathleen M. Thomas 703 6th St. Laurence J. Moore 412 Patrick Henry Dr. Blacksburg, VA Legacy Royalties, Ltd. P.O. Box 1360 Tyler, TX Leroy A. Williams, Jr. and Arlene M Williams, County Road 49.5 Life Estate to Denise A. Leafgren, remainder to Jackson T. Leafgren 970 Hawkridge Court Eaton, CO Life Estate to Dennis J. Hoshiko, remainder to Dennis J. Hoshiko th Ave. Life Estate to Dennis J. Hoshiko, remainder to Heather A. Hoshiko th Ave. Life Estate to Dennis J. Hoshiko, remainder to Hunter J. Hoshiko th Ave. Life Estate to Diana L. Tomoi, remainder to Emily D. Tomoi 203 Elizabeth Court Fort Lupton, CO Life Estate to Shirley Howard, remainder to Jonathan Birdette Howard and Jennifer Mary Christine Howard, Co- Trustees of the Howard Shaklee Irrevocable Trust CR 49.5 Lois P. Eisenman Address Unknown Margaret Lucille Nesbitt 409 E. St. Louis Las Vegas, NV Michael E. Green 2008 Navajo Road Clay Center, KS Michael L. Lloyd and Leah A. Lloyd, as joint tenants P.O. Box 148 Sheridan, TX Nancy E. Akin and David L. Akin, Trustees of the Nancy E. Akin Living Trust dated April 30, Hunter Glen Rd. Monument, CO Patricia H. Schaumberg, Trustee of the Patricia H. Schaumberg Trust No rd Avenue, Number 24 Patricia P. Mulligan Heritage Lake Blvd. Punta Gorda, FL 33983

12 R.M. Bright and Martha Jane Bight, as joint tenants 2117 Stonehenge Cir. Lafayette, CO Ram Land Co LLC 103 Blue Heron Court Mead, CO Randy L. Thoutt and Sandra K. Thoutt, WCR 58 Richard C. Brown and Mary E. Brown, County Road 58 Robert A. Dunn and Valerie S. Dunn, as joint tenants Highway 34 Robert E. Gibson Peaceful Valley Road Colorado Springs, CO Todd Bean and Kristen Bean, as joint tenants WCR 74 Eaton, CO Travis D. Grossnickle and Michelle L. Grossnickle, WCR 58 Troy C. Rinard and Tavin L. Rinard, as joint tenants WCR 58 Vernon Wolfe WCR 61 Vibeke S. Adkisson 7685 S. Sheridan Ct. Littleton, CO Violet Baldwin Wilson Rd. Sturgis, MI Ruth Ann Odle Box 38 Brush, CO Shirley June Howard CR 49.5 Tacy Cozad Glidewell Browning 1775 W. Mosier, #202 Denver, CO Thomas M. Holton and Alice R. Holton, Highway 52 Lupton, CO 80621