In support of its Application, Applicant states and alleges as follows:

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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,unit and eight approximate 480-acre. horizontal wellbore spacing units designated for portions of Sections 3 and 4, Township 2 North, Range 67 West and Sections 33 and 34, Township 3 North, Range 67 West, 6t" 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 registeredoperator in good standing with the Commission. 2. Applicant owns certain leasehold interests in the below-listed lands: Wellbore Spacing Unit ("WSU") Nos. 1 thru acres Whiston 25N-33HZ well (API Na Pending) ; Whiston 23C-33HZweU (API No: Pending) Township 2 North, Range 67 West, 6th P.M. JeCit~~n 4. E~~NW~~4~ NE'/4SW~~4, W'/ZNE'/4, NW~~4SE~~4 Township 3 North, Range 67 West, 6t" P.M. Section 33: E'/2SW'~4~ SE~~4NW~~4~ W~~2SE~~4~ SW'/NE'/ WSU Na acres Whiston 10N-33HZwell (API No. Pending) Township 2 North, Range 67 West; 6th P.M. Section 4: W'/ZNE'/4, NW~~4SE~~4 Township 3 North, Range 67 West, 6t" P.M..Section 33: W'/ZSE'/4, SW~~4NE~

2 '' WSU Nos. 4 thru acres Whiston 15N-33HZ well (API No. Pending) Whiston 20N-33HZwe11(APl Na Pending) Whiston 24~-33HZ we11(api Na` Pending) - Whiston 9N-33HZwell`(AP/ No. Pending) Township 2 North, Range 67 West, 6th P.M. Section 4: NE'/4, N'/2SE'/ Township 3 North. Range 67 West, 6t" P.M. Section 33: SE'/4, S'/NE'/ WSU No. ~ 240-acres Whiston 16N-33HZwell (API Na Pending) Township 2 North, Ranae 67 West. 6t" P.M. Section 4: E'/ NE'/4, NE'/ SE'/ Township 3 North, Range 67 West, 6t" P.M. Section 33: E'hSE'/4, SE'/4NE'/ WSU Nos. 9 thru acres Whiston 39C-33HZ well (API No. Pending) Whiston 40N-33HZwell (API No. Pending) Township 2 North. Range 67 West. 6t" P.M. OeC.t~~n 3. Section 4: W~~2NW~~4~ NW~~4~7VV~~4 E'/NE'/, NE'/4SE'/4 Township 3 North, Range 67 West. 6t" P.M. Section 33: E'/ZSE'/, SE'/NE'/a - SP.~'it~~n 34. W~~2~7YV~~4~ SW~~4NW~~4 Weld County, Colorado; These lands are hereinafter collectively referred to as the "Application Lands." 3: On Apri! 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

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 Whiston 25N-33HZ well '(API No.

3 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 Whiston 25N-33HZ well '(API No. Pending), for the production of oil, gas and associated 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 Whiston 23C-33HZwell (API No. Pending), for the production of oil, gas and associated hydrocarbons from the Codell Formation. Applicant notified the appropriate parties 7. Pursuant to Rule 318A, Applicant designated an approximate 240-acre horizontal wellbore spacing unit, WSU No. 3, within the Application Lands for the, for the Whiston 10N-33HZwell (API No. Pending), for the production of oil, gas and associated 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 Whiston 15N-33HZwell (API No. Pending), for the production of oil, gas and associated 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 Whiston 20N-33HZwell (API No. Pending), for the production of oil, gas and associated 10. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 6, within the Application Lands for the, for the Whiston 24C-33HZweil {APi No. Pending), for the production ofoil, gas and associated hydrocarbons from the Codeil Formation. Applicant notified the appropriate parties 1 1. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 7, within the Application.Lands for the, for the 1Nhiston 9N-33HZwell (API No. Pending), for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. Applicant notified :the appropriate parties 12. Pursuant to Rule 318A, Applicant designated an approximate 240-acre horizontal wellbore spacing unit, WSU No: 8, within the Application Lands for the; for the Whiston 16N-33HZwell (API` No. Pending), for the production of oil, gas and associated 3

4 13. Pursuant to Rule 318A, Applicant designated an approximate 480-acre horizontal wellbore spacing unit, WSU No. 9, within the Application Lands for the,'for the Whiston 39C-33HZwell (API No. Pending), for the production of :oil, gas and associated hydrocarbons from the Codell Formation. Applicant notified,the appropriate.parties 14. Pursuant to Rule 318A, Applicant designated an approximate 480-acre.horizontal wellbore spacing unit, WSU'No. 10,.within the Application Lands for the, for the Whiston 40N-33HZwell (API No. Pending), for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. Applicant notified the appropriate parties 15. The Whiston 25N-33HZ well, the Whiston 23C-33HZwell, the' Whistan 10N-33HZ well, the Whiston 15N-33HZ well, the Whiston 20N-33HZwell, `the Whiston 24C-33HZ well, the Whiston 9N-33HZweii, the Whiston 16N-33HZweII, the Whiston 39C-33HZ' well, and the Whiston 40N-33HZwell 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 leased and non-consenting interests, in the Application Lands for the : development and operation of the Niobrara and Codell Formations. 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 Well be made subject to the statutory cost recovery provisions of (6).& ~~), C.R.S. 18. 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 d rilling of the Subject Wells, whichever is earlier. _ 19. 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. 20. 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 #racts 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: 4

5 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.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 `1 St day of December, Respectfully submitted, KERR-MCGEE OIL & G S ONSHORE LP By: Greg Nibe, Eric Waec in Davis Graham &Stubbs LLP t" Street, Suite 500 Denver, Colorado greg.nbert@dgsiaw.com eric.waeckerlin ~a dgslaw.com Address of Applicant Kerr-McGee Oil &Gas Onshore LP Attention: Will Vaughan tH Street, Suite 1800 Denver, Colorado

6 VERIFICATION STATE O~ COLORADO ) ss. CITY AND COUNTY OF DENVER Will Vaughan, of lawful age, being first duly sworn upon oath, deposes and says that he is a :Senior Landman for Kerr-McGee Oii &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. Will Vaughan -- Se r Landman Kerr-McGee Oil &Gas Onshore LP Subscribed and sworn to before me this day of November, Witness my :hand and official seal My commission expires:' ~1f'1k.1'~ ~~F ~C~LQ~6~(~f7 fjc1t"~f~y i6~ u'17 ~nycc~m~is~ior~ rx~ir~~.~ ~~z~~za9~ ~ ~,~- ~ Notary Public

7 Exhibit A Interested Parties A. Candace Sheley Tiliquist Clifton C. Trostel and Pamela A. Trostel, Alyson Bradley joint tenants Andrew W.Burke Colorado Mineral Resources, PLC B2 Energy, LLC Constance K. Bobka Barbara Ford, FKA Barbara Asbury Crestone Peak Resources Holdings, LLC Berna May Rickman Boulder and White Roek Ditch and Reservoir Company Bruce Sikich Byron D. Lee Curtis Wait Cynthia Ellen Parker Dale A. Mayer Dani Lynn Zirk and Robert'Zirk, Joint Tenants C. Dorothy Cottrell as Trustee of the C. Dorothy Cottrell Trust dated January Daniel K. Pollard 10, 2007 Darrell G. Phillips Candice Ann Hutzler Darrell R. Vanfossen and Betty J. Carmella Sikich as surviving spouse to Vanfossen Peter Sikich Darren Weakland Garol Ann Sarchet Carolyn Lee Phillips f/k/a Carolyn K. Lee Carron Center for the Developmental Disabled Central Weld County Water District Charla Hollowell Charles H. Schnurr and Sharon R. Schnurr (Surface Only) Cheryl Ann Whiston Darren Weakland and Wendy Weakland, joint tenants Dean T. Gerali and Catherine R. Mitchell, joint tenants Debora Lynn Spitzer Donald J. Weakland Edward R. Van Westenberg Ernest Duane Sheley First.National Bank of Longmont, Trustee under the Will of Raymond V. Sarchet

8 Florence D. Scott Freida K. Strome Gabriel S. Knapton and Tina L. Knapton Gary Gardner and Linda Gardner, :Trustees of the Gardner Family Trust dated February 29, 1996 Gary L. Bruce Gerald D. Hamlin and Kathryn J. Hamlin, Joint Tenants Gloria J. Anson Gregg Edward Schneider Harold L Herren HK Resources, LLC J. Larry Bettis and Elizabeth t. Bettis, Joint Tenants J.R. Hart Jack E. McCormick James A. Brown and Madeline L. Brown James H Turner, Trustee James L. Sarchet And Emma L. Sarchet, Trustees Of The Jim And Lou Sarchet Living Trust, Dated March 23, 2011 James Sarchet Jane Ann Johnson Jane Ann Johnson Living Trust, dated April 13, 2005 Jim D. Herren JOA Investments, LLC John E. Bruce John Frederick Schneider John R. Sikich Jonathan L.S. Grill and Reneay M; Grill, joint tenants Karen Louise Hoffman" Kenneth D. Burke Kenneth D. Ibsen and Judith Ibsen, Joint Tenants Kerr-Mcgee Oil &Gas Onshore LP Larry E. Kientz larwill and Carol Biddle Family Trust Lenita J. Wheelis Linda A. Pyeatt Linda K. Scott Linda Kleinert Linda R. Harp Linda Ryan Louise A. Luhman Luke Schmidt Mark Rigley and Jamie Rigley (Joint Tenants) Mark S. Flores and Karen E. Flores, joint tenants Mary Ann Barnes Mary Ann Sikich Ordway and Tara Kaye.Matta, joint tenants

9 Meagher Oil &Gas Properties, Inc. Michael Wait Noble Energy, Inc Pamela J. Coday Phillip Camenisch Ray K. Davis and Mary F. Davis, Joint Tenants Richard Alton Sheley Robert E. Bruce Robin M. Golden 'Robin Sue Nelson The George E. Otten, Jr. Trust The Harold W. Luhman Family Trust The Lupton Meadows Ditch Company The Robert Sarchet Trust Tiffany Ann Edwards Viola M. Kincaid Viola M. Kincaid-Estate William Charles Hoxey William H. Elwood William P. McDonald and Phyllis McDonald, Joint Tenants Roger B. Smith Roger Bennett Smith Living Trust, dated April 13, 2005 Rose L. Asbury Roy H. Spitzer Sharon A. Austin Sharon K. Cooper Sharon L. Gray `Sheryl Dombrowski Spectra Energy Transmission'LLC Stephanie H. Bondarenko Steven F. Windham :Steven H. Lofing SueAnn Babcock, Trustee of Grant M. and SueAnn Babcock Revocable Living Trust Survivors Trust

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

BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION FOR AN ORDER POOLING ALL INTERESTS IN THE NIOBRARA FORMATION IN A 640-ACRE DRILLING AND SPACING