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Home My WebLink About20071120.tiff King, James King, James 8� Thursday, January 25, 2007 2:55 PM To: 'Molly Sommerville Buchanan (mbuchanan@vbllplaw.com)' $$ Cc: eric.reckentine@lafarge-na.com; 'Mike Morison'; Mayo, Joel A. L. I Subject: Kerr-McGee--Lafarge Surface Use Agreement #k1259 Dear Molly: I have reviewed with Eric Reckentine, Mike Morison and Jennifer Vecchi your January 10,2007 revisions to the draft of the Surface Use Agreement between Lafarge and Kerr McGee that we supplied to Kerr McGee on August 16, 2006. We also reviewed the directional drilling letter agreement you supplied. We feel are very close, but there are a handful of issues that need to be clarified or resolved still. Attached are our proposed revisions to your drafts. The following matters merit discussion: In the SUA: Section 2: Lafarge is able to make the representation requested as to Phase I because it has in fact has consulted the landowners about the positions of Oil and Gas Operations Areas, Pipeline Easements and access roads. Since these have not yet been completed for Phase 2, we cannot yet make the representation as to the Phase 2 property until the Phase 2 locations are agreed to between Lafarge and Kerr McGee, at which time, Lafarge will consult with the landowners to confirm the locations. Therefore, we have tied this to the one-year period contemplated in Section 1 to complete the Phase 2 details. Section 3.c. Lafarge previously removed from Kerr McGee's draft the reference to drilling future wells to other properties not the subject of this agreement. You reinserted the provision without any discussion. Lafarge objects to using its surface areas for directional drilling to other properties without compensation to Lafarge. Such a use can expand the surface occupied by the Oil and Gas Operations Area and, possibly, the width of a pipeline easement to accommodate tonal lines, thereby reducing the amount of gravel Lafarge can remove. Lafarge recognizes that, due to spacing ..ations, a well (directional or otherwise) on a legal drilling window or on a relocated Oil and Gas Operations Area might access both Lafarge land and an adjoining parcel. Lafarge has no objection to drilling these wells, regardless of bottom hole location, if they are at least in part attributed for spacing reasons to the Lafarge parcel. The revision in wording attempts to capture this concept. Section 5.c. The addition of the word "maintenance"turns the 30 feet permanent easements into 50 foot permanent easements, since this is an ongoing possibility, long after construction. This permanent expansion is inconsistent with understanding we had from our multiple meetings with Kerr McGee and Kerr McGee's own prior draft agreement that 30 feet was adequate after construction. Therefore, we have reversed this addition. Section 5.e. We are supplying attached to this e-mail updated drawings that show the jurisdictional wetlands in Phase 1. As you can see, Sheet 3 of 8 shows a potential minor encroachment on the southwest drilling windows and more substantial encroachments of the River on the northeast well and tank storage areas within the 150' circles. None of the actual well locations (existing or future) or tank site have the actual facilities in the wetlands. Likewise the access road and Pipeline Easement are outside of the wetlands. Similar situations exist on Sheets 4, 6 and 8 (where the legal drilling window itself is in large part wetlands, but the well location and easement are not. As you are aware, Kerr McGee operational personnel have reviewed these sites on the ground and consider them satisfactory. Lafarge will not seek to place Phase 2 Areas and Easements in wetlands. The language of Section 5.e has been revised to reflect the foregoing. Section 6. I don't think we have a disagreement as to access roads, but there may need to be some better definition of obligations here. Lafarge does not understand that it is obligated to upgrade roads to Kerr McGee existing facilities or build new roads for Kerr McGee to Future Wells or Future Production Facilities. If Kerr McGee needs a road to a new location, the easements are preserved and defined by this Agreement but the road itself would be built by Kerr McGee at Kerr McGee's cost. This would including getting any access permits from the County (In Phase 1, there do not appear to be any new access points required). The concept of"curb cuts" seems more applicable to a subdivision development. If Lafarge relocates any existing road that Kerr McGee uses, it must do so at Lafarge's cost (including access permits to the county road), but the standard for construction of the new road should be only that it is at least as good as the existing 1 it is replacing. Also, there seems some ambiguity about the width of the road. No public or general use roads are being contemplated here. Therefore, the width of 30 feet for the actual road seems excessive, both for Kerr McGee and Lafarge. The whole 1 2007-1120 easement is 30 feet, but part of this is to accommodate the pipeline(s), which everyone understood will run alongside the actual road. With a 10-mile per hour speed limit, the risk of a head-on collision on a narrower road seems improbable. The chance of two vehicles even meeting is quite remote. Rather than try to address all of the questions here, we have node some revisions but think a discussion to refine this would be desirable. z,.,etion 9. Within Lafarge's permit area, it is imperative that all persons comply with MSHA requirements. Therefore, a "best efforts" standard is inadequate. Also, Kerr McGee cannot pick and choose which MSHA requirements it considers reasonable. Many of us in the solid minerals business consider many of the regulations to be of questionable reasonableness, but this does not obviate the duty to comply. Lafarge is agreeing to advise KMG of the applicable MSHA requirements of concern to Lafarge. Failure to comply by anyone on the property exposes Lafarge to substantial MSHA liability. The"training" and compliance obligations for persons not involved in the sand and gravel operation are minimal (viewing a 5 minute video tape on site safety, wearing proper safety equipment, and complying with common sense safety rules pertaining mainly to conduct while in proximity with the equipment) and thus are not onerous for anyone to comply with. Even I was able to obtain MSHA safety certification at the Riverbend operation east of Highway 85. Section 16.c. The changes in the first sentence were merely to make the language parallel with the language in the second sentence. Section 26. I have only a very vague idea what the term "surface damage payments as commonly used in the oil and gas industry" means and do not think it is a good idea for either party to have to hire an expert to opine on the meaning if there was a dispute. We would have no objection to a more specific definition, but if not, then we think the definition should be omitted because it does not add sufficient specificity to the prior usage of the term in this Section. Directional Drilling Letter Agreement I think there is only one major substantive issue regarding the Directional Drilling Letter Agreement and that is the posting of a letter of credit immediately to secure the possible directional drilling. This provision seems to be addressed to the subdivision situation where the developer may be gone by the time the directional drilling will occur. Lafarge is going to be on this site for decades. Lafarge North America is the largest diversified supplier of construction materials in the U.S. and Canada. North American Aggregate and Concrete sales in 2005 were approximately$US 3,007,229,000 (which was about 3/7 of Kerr McGee's annual revenue in 2005 before the merger, not counting Lafarge other international operations awl its other business divisions), and North American Aggregates employed approximat 9550 employees. With these ;s of financials it is not reasonable to be demanding bank letters of credit for a obligation. Lafarge agrees (in paragraph 3) that it will not commence operations in any quarter-quarter(an entire ec ion seemed excessive) where it has proposed directional drilling from a location outside of a legal drilling window and also agrees not to impair access until the directional drilling cost (4 per well, adjusted by CPI) is paid. Lafarge agrees also to pay if KMG decides it wants to drill in that location be afarge wants to commence operations. We have clarified that Lafarge's payment compliance is a condition precedent to KMG's relinquishment of its rights to the legal drilling window. All of these protections should be more than adequate to assure that KMG will not be delayed or prejudiced as to locations where Lafarge seeks directional drilling. Also, the unconditional obligation for payment of the sfelleby an outside deadline in 2009 creates a potential windfall for KMG. If Lafarge is not mining in the area and if Kerr McGee has not made a decision to drill, then it is just free money to Kerr McGee. For Phase 2, this could result in decades of free use by Kerr McGee of Lafarge money for directional drilling costs, even if Kerr McGee never drilled the spacing unit associated with the drilling window. The payment obligation should become due when it is apparent that Kerr McGee's interest then needs to be protected. I added two more provisions that I believe reflect the understanding of the parties, but which it is desirable to clarify. The first is that, once Lafarge pays the directional drilling cost associated with a drilling window, there is no right to drill any well, including a directional section well or infill well from that drilling window surface. Paragraph 2 The second is that the payment is a liquidated amount and is not merely on account and subject to adjustment(up or down) based on actual costs. See new Paragraph 5. We would like to meet with you and John Butera (any any other necessary Kerr McGee parties) next week or as soon as possible to resolve any remaining issues. Eric Reckentine and I would be there on behalf of Lafarge, since Jennifer Vecchi is traveling. We look forward to talking with you. Jim King James M. King Baker& Hostetler LLP 2 • 303 E. 17th Avenue, Suite 1100 Denver, Colorado 80203 303-764-4087 303-861-2307 Redline Directional Redline Kerr McGee Kerr McGee Gravel KMG Directional EXHIBIT B-PHASE 1 Drilling L... Surface Use... Surface Use ... Drilling Lette... w_Wetlands 1... 3 SURFACE USE AGREEMENT Draft 1-22-07 This Surface Use Agreement ("Agreement") is effective this day of January, 2007, and is by and between Kerr-McGee Oil & Gas Onshore LP ("KMG") with an address of 1999 Broadway, Suite 3700, Denver, Colorado 80202 and Lafarge West, Inc., ("Lafarge") with an address of 10170 Church Ranch Way, Suite 200, Westminster, Colorado 80021. Whereas: A. Lafarge is the current landowner or current lessee, as the case may be, under one or more sand, gravel and aggregate mining leases that cover those certain tracts of land more particularly described on Exhibit A attached hereto, located in Weld County, Colorado, and hereinafter referred to collectively as the "Property." B. Surface ownership of the Property is subject to the rights of the oil and gas mineral leasehold estate in which KMG currently owns interests. C. Lafarge has a mining permit from the State of Colorado, Division of Reclamation, Mining and Safety ("DRMS"), to extract sand and gravel from the Property and identified as Riverbend. Further, following the mining and reclamation of portions of the Property, Lafarge plans to use portions of the Property for water storage reservoirs. D. Lafarge plans to mine the Property in two phases: the portions of the Property included in each phase are identified as Phase 1 and Phase 2 on Exhibit B and referred to hereinafter as the "Phase 1 Property" and the "Phase 2 Property," respectively. E. KMG currently operates four wells on the Phase 1 Property and five wells on the Phase 2 Property ("Existing Wells") which, with respect to the Phase 1 Property, are specifically depicted on Exhibit B attached hereto, and KMG has the right to develop its oil and gas leasehold estate by drilling additional wells on the Property ("Future Wells" and together with the Existing Wells, the "Wells"). F. This Agreement provides for the compatible development of the oil and gas estate and the surface estate and sets forth the rights and obligations of the parties with respect to the development of their respective interests in the Property, such rights and obligations to be binding upon the parties and their successors and assigns. Now Therefore: In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. APPLICATION OF THIS AGREEMENT TO THE PHASE 1 PROPERTY AND PHASE 2 PROPERTY. At the time the parties entered into this Agreement, Lafarge had specific plans for the development of only the Phase 1 Property. For this reason, the plats attached to this Agreement show locations for Existing Wells, Future Wells, production facility locations and access routes and pipeline easements for only the Phase 1 Property. The parties agree that the terms in this Agreement shall apply to both the Phase 1 Property and the Phase 2 Property, and they shall enter into an amendment to this Agreement within one year from the effective date, which amendment shall identify the locations for Oil and Gas Operations Areas, Production Facility Locations, Pipelines, Petroleum Pipeline Easements (all as hereinafter defined) and access routes for the Phase 2 Property. The amendment shall provide for, among other things, areas that are comparable in size and configuration to those described herein for the Phase 1 Property and also for the payment by Lafarge of directional drilling costs for drilling windows that KMG relinquishes for the Phase 2 Property in an amount that is comparable to those outlined in the letter agreement between the parties referred to herein in section 21, but which amount shall be increased on January 1 of each year beginning on January 31, 2008, with such adjustment to be in accordance with the corresponding percentage increase in the Consumer Price Index published by the U.S. Department of Labor Bureau of Labor Statistics for the Denver-Boulder-Greeley Metropolitan Area. The amendment shall incorporate exhibits for the Phase 2 Property comparable to Exhibit B for the Phase 1 Property. Lafarge covenants and agrees that it will not commence extraction or processing operations on any portion of the Phase 2 Property until the parties have reached an agreement regarding surface use for the Phase 2 Property. 2. REPRESENTATION AND WARRANTY REGARDING AUTHORITY TO BIND OWNERS OF THE PROPERTY. Lafarge represents and warrants that it has the right and authority to enter into this Agreement on behalf of and to bind each and every person or entity which owns an interest in the surface estate for all or any portion the Phase 1 Property with respect to all of the terms, provisions and conditions in this Agreement, including, but not limited to, all of the waivers, consents and covenants included in sections 3.d., 4.e., 5.e., 5.m., 12 and 26. Lafarge covenants and agrees that, as a condition precedent for commencing operations on the Phase 2 Property, Lafarge shall obtain any such authority, waivers or consents from all owners of interests in the surface estate of the Phase 2 Property within the time for completing the supplementation of this Agreement pursuant to section 1. 3. AREAS RESERVED FOR THE EXISTING WELLS AND FUTURE WELLS; WELL LOCATIONS. a. Lafarge shall set aside and provide to KMG those portions of the Property hereinafter referred to as the "Oil and Gas Operations Areas," such areas as to Phase 1 being depicted on the attached Exhibit B (3 through 8), four of which are the locations for the Existing Wells and the other nine of which are locations for Future Wells as well as related Production Facilities (as hereinafter defined). The Oil and Gas Operations Areas shall be made available to -2 - KMG in their present condition for all operations conducted by KMG in connection with any Well, including, but not limited to, drilling and production activities, workovers, well deepenings, recompletions, fracturing and the drilling of twinned and replacement wells. The Oil and Gas Operations Areas shall include the areas shown on Exhibit B (3 through 8), which are generally in the shape of a circle with a radius of 150 feet, except as otherwise reflected in the Exhibits. b. KMG shall also have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and all other associated oil and gas drilling and production equipment and facilities within the Oil and Gas Operations Areas. c. KMG shall have the right to drill Future Wells and multiple Wells within the Oil and Gas Operations Areas, including horizontal and directional wells that produce in whole or in part from the Property. d. As part of the consideration for this Agreement, Lafarge hereby waives its right to, and covenants that it will not protest or object to, any exception location or application to drill, redrill, deepen or recomplete any Well on the Property, so long as the Well is located within an Oil and Gas Operations Area. e. KMG shall drill Future Wells as close to the center of the Oil and Gas Operations Area as is practicable, given the location of other Wells within the Oil and Gas Operations Area, geologic, regulatory and technical concerns, and any segregation of ownership of the oil and gas horizons, among other things. Lafarge shall not stockpile mined materials within a radius of 150 feet from Existing Wells. 4. EXTRACTION OF SAND AND GRAVEL IN VICINITY OF OIL AND GAS OPERATIONS AREAS; SETBACK REQUIREMENTS. Lafarge reserves the option to mine the gravel within the Oil and Gas Operations Areas in accordance with the terms of this section 4. a. In the event that Lafarge elects to mine the gravel within an Oil and Gas Operations Area, Lafarge shall notify KMG in writing sixty (60) days prior to commencing mining operations within the Oil and Gas Operations Area and shall place temporary concrete barriers around the Existing Wells, as directed by KMG, prior to the commencement of mining operations. b. In the event that Lafarge elects to mine gravel within an Oil and Gas Operations Area with no Existing Well, Lafarge shall conduct and complete its mining operations within the Oil and Gas Operations Area as quickly as is reasonably practicable. In the event that KMG intends to drill a Well within the Oil and Gas Operations Area, it shall give written notice to Lafarge and meet at the site with Lafarge, as required by Colorado Oil and Gas Conservation Commission ("COGCC") rules and regulations, and the parties shall coordinate mining operations with oil and gas operations; provided, however, KMG shall have priority to conduct oil and gas operations within the Oil and Gas Operations Area such that it may require Lafarge to temporarily cease mining operations or adjust the timing and location of such operations within - 3 - the Oil and Gas Operations Area as necessary or convenient to conduct oil and gas operations in a safe and efficient manner. c. In the event that Lafarge elects to mine gravel within an Oil and Gas Operations Area with an Existing Well or Wells, Lafarge shall conduct mining operations within the Oil and Gas Operations Area by excavating pie shaped wedges of gravel and aggregate and thereafter backfilling and compacting the area with overburden or other suitable material prior to excavating the next pie shaped area; provided, however, in no event shall Lafarge mine within ninety (90) feet of an Existing Well and, provided further, that in no event shall more than one quarter circle segment of the pie shape be excavated at any one time. d. Excavation within the Oil and Gas Operations Areas will be coordinated with KMG in a mutually acceptable manner so as to avoid conflict with KMG's oil and gas operations and to ensure there is an appropriate safety plan and interim emergency procedures. Lafarge will bear all costs associated with such mining operations, including permanent or temporary rerouting and replacement of access roads, and flowlines and utility lines in order to prevent unnecessary interruption of production from any Well. In addition, Lafarge and its successors and assigns shall defend, indemnify and hold KMG harmless from any and all damage, loss and liability, including attorney's fees, incurred by KMG as a result of Lafarge's operations within the Oil and Gas Operations Areas and Production Facility Locations (defined below). Upon completion of mining operations, Lafarge shall fill and level the mined areas to create an even grade throughout the Oil and Gas Operations Area and/or Production Facility Location. e. Lafarge will not locate any lot line or any building, structure or other improvement within any Oil and Gas Operations Area or Production Facility Location. Lafarge understands and acknowledges that the COGCC has rules and regulations that apply to the distance between a wellhead and public roads, production facilities, building units and surface property lines, among other things. In order to give full effect to the purposes of this Agreement, Lafarge hereby consents to and waives its right to object to the location of any Wells and Production Facilities on the basis of the setback requirements in the rules and regulations of the COGCC, as they may be amended from time to time. Lafarge further and similarly consents to and waives its right to object to any other state or local setback requirements or other requirements or regulations that are or become inconsistent with this Agreement or that would prohibit or interfere with the rights of KMG, its successors and assigns, to explore for and produce the oil and gas in accordance with this Agreement. KMG or its successors and assigns may cite the waiver in this section in order to obtain a location exception or variance under COGCC rules or from any other state or local governmental body having jurisdiction; provided, however, Lafarge shall not be required to enlarge the amount of the surface area of an Oil and Gas Operations Area to accommodate the location exception or variance. Lafarge will provide KMG, or its successors and assigns, with whatever written support KMG may reasonably require to obtain permits from the COGCC or any local jurisdiction and will reasonably cooperate at no material cost to Lafarge in any efforts of KMG or its successors and assigns to obtain such permits. - 4 - 5. GATHERING LINES AND FLOWLINES. a. Subject to the terms in this Agreement, KMG has a continuing right and entitlement to own, operate, maintain, repair and replace all existing and future flowlines, gathering lines and other pipelines that may be necessary or convenient to its operations on the Property ("Pipelines"). Except as may be otherwise agreed upon between the parties, the construction and burying of Pipelines shall be at the sole cost and expense of KMG or its gas purchaser. b. Although this Agreement identifies the locations of existing and future pipelines and pipeline easements, nothing herein limits the right of KMG to make well connections to Wells at other locations in the event of circumstances due to mining operations, water storage or reservoir operations, topographic matters or any similiar circumstance. c. KMG shall have the right to lay Pipelines within the "Petroleum Pipeline Easements" depicted on Exhibit B (3 through 8) or at such other locations as may be mutually agreed to in writing by the parties. Except for those portions of the Petroleum Pipeline Easements that are identified on Exhibits B (3 through 8) as specifically being more than thirty (30) feet in width, Petroleum Pipeline Easements shall be fifty (50) feet in width for construction, installation and relocation operations and reduced to thirty (30) feet in width for post-construction usage. Flowline easements shall be thirty (30) feet in width for all operations. d. Current development plans for Lafarge require the relocation of certain Pipelines that are currently located on the Phase 1 Property as depicted on Exhibit B (3 through 8) and identified as "Petroleum Pipelines to be Abandoned" or "Existing Petroleum Pipeline Easements and Access Roads to be Abandoned" (the "Existing Pipelines") which the parties agree shall be relocated to the locations depicted on Exhibit B (3 through 8) and identified as "Petroleum Pipeline Easements and Access Roads." Lafarge shall have the right to make written requests to KMG to relocate the lines to be abandoned; provided, however, all costs (including a 15% markup for such costs as compensation for administrative, supervision and overhead costs) of all relocations shall be borne by Lafarge. Lafarge and KMG shall enter into a pipeline relocation agreement prior to the relocation of all or any portion of an Existing Pipeline. The parties shall cooperate with each other to implement pipeline relocations and shall not unreasonably interfere with the operations of the other party. KMG shall perform the pipeline relocations. e. With respect to the Phase 1 Property, Lafarge represents and warrants that, except as depicted on Exhibit B hereto, the lands on which the Oil and Gas Operations Areas, Petroleum Pipeline Easements and Access Roads are to be located are not lands which have been designated as jurisdictional wetlands by any federal, state or local jurisdiction or any other regulatory authority. With respect to the Phase 2 Property, Lafarge covenants that it will not attempt to place any Access Road, Pipeline Easement or directional drilling site or other Oil and Gas Operations Area requested by Lafarge within any jurisdictional wetland. The foregoing shall not require Lafarge to consent to well drilling sites outside of legal vertical drilling windows. f. Prior to the time that KMG commences drilling a Future Well, and in the event that it would be convenient for KMG to hook up the Well to an Existing Pipeline which has not at the time been abandoned hereunder, KMG and Lafarge shall agree prior to the commencement of drilling operations that Kerr-McGee shall either: i) connect the Well to an Existing Pipeline; - 5 - or ii) install the Pipeline in a Petroleum Pipeline Easement and Access Road, at the option and expense of Lafarge. g. Lafarge's operating plans anticipate that roads may cross over the Pipelines. For any Pipeline now existing or hereafter constructed within a Petroleum Pipeline Easement, Lafarge agrees to abide by the General Guidelines for Design and Construction Activities On or Near Kerr-McGee Gathering LLC and Kerr-McGee Rocky Mountain Corporation Pipelines and Related Facilities revised 3-2004. h. Lafarge shall not disturb the existing cover over Pipelines during Lafarge's operations on the Property, except that: i) when crossing Pipelines with heavy equipment, such as earth moving equipment, Lafarge shall maintain a minimum of four (4) feet and a maximum of six (6) feet of dirt over Pipelines, in addition to the then existing cover over the Pipeline; and ii) when crossing Pipelines with light trucks and equipment, Lafarge shall maintain a minimum of two (2) feet and a maximum of six (6) feet of dirt coverage over the then existing cover over the Pipeline. The depth of cover over Pipelines shall not be reduced or drainage patterns over Pipelines altered without written approval from KMG. i. KMG may install and maintain markers on the Petroleum Pipeline Easements, and KMG shall mark its flowlines at locations as reasonably requested by Lafarge. j. Lafarge will not conduct or cause to be conducted extraction operations of any kind, including sand, gravel and aggregate mining operations, that are within twenty-five (25) feet from a Pipeline unless an engineer licensed in the State of Colorado and with expert knowledge in the area of soils, opines in a soils stability report, that a setback that is less than twenty-five (25) feet will be sufficient to preserve the integrity of the Pipeline. In such case, upon completion of extraction operations, Lafarge shall backfill and level the area that is within twenty-five (25) feet from the Pipeline. Notwithstanding anything herein to the contrary, Lafarge shall in no event conduct extraction operations closer than fifteen (15) feet from any Pipeline without the prior written approval of KMG. k. Lafarge shall not stockpile soil over any Pipeline. 1. Utility crossings shall have a minimum of eighteen (18) inches vertical separation from Pipelines. Parallel utilities shall maintain a minimum of ten (10) feet of separation between the utilities and the Pipelines, unless KMG consents to a lesser distance, which consent shall not be unreasonably withheld. For example, it would not be unreasonable to withhold consent because of safety or operational concerns. Lafarge agrees to request all utility companies to contact KMG prior to laying lines parallel to Pipelines. m. Lafarge shall not permit the construction of any temporary or permanent buildings, structures or other improvements or facilities within or over the Petroleum Pipeline Easements or the Pipelines. Lafarge shall not plant trees or shrubs over the Petroleum Pipeline Easements and Pipelines. 6. ACCESS. a. Lafarge shall provide KMG with continuous access to all Oil and Gas Operations Areas, Production Facility Locations, Petroleum Pipeline Easements and Pipelines at all times. Except for access roads to be built to access Oil and Gas Operations Areas where no wells are located at the time of this Agreement, access roads to be used by KMG will either be the roads it - 6 - currently uses or those that Lafarge constructs at its sole cost and expense as relocated roads as part of its development of the Property; provided, however, no access road may be closed by Lafarge until an acceptable replacement access route is available to KMG for use. b. Except as may be otherwise provided in subsection 6.a., KMG agrees to access the Property and the Oil and Gas Operations Areas along the routes depicted on the Exhibit B (3 through 8). Access to the Oil and Gas Operations Areas may be changed by mutual agreement of Lafarge and KMG; provided, however, all costs and expenses of such relocations unless requested by KMG shall be borne by Lafarge. c. Lafarge shall maintain and keep access roads that are jointly used by Lafarge and KMG in a condition and state of repair that serves the needs of Lafarge or, in the case of relocated existing roads, to at least the standard such road was maintained prior to its relocation, if a more substantial condition. In the event that joint access roads need to be improved in order to serve the needs of KMG, the parties agree to cooperate to allow KMG to construct the improvements, such improvements to be at the sole cost and expense of KMG. Neither KMG nor Lafarge shall unreasonably interfere with the use by the other of access roads. d. If Lafarge, as part of the relocation of any existing access road used by KMG, moves the point of intersection of such road and any public road or highway, Lafarge shall be responsible for obtaining and shall pay the costs to obtain from Weld County or any municipal authority having jurisdiction over the Property, as necessary, permits or authorization for the replacement access to and from the public road. Each such access location shall be not less than forty (40) feet in width along the public road. e. Construction and Width of Access Roads. (1) KMG shall be responsible for construction of its own roads in the locations shown on Exhibit B to Oil and Gas Operations Areas for Future Wells where Lafarge is not constructing roads for its own operations. (2) If Lafarge relocates an existing road being used by KMG for access to any Oil and Gas Operations Area, such relocated road shall be built to at least the quality of the road it replaces. (3) Access roads or portions of access roads that are jointly used by KMG and Lafarge shall be thirty (30) feet in width. If Lafarge improves or paves such joint-use roads for regular permanent or extended use, Lafarge shall construct or improve them so as to withstand the weight of oilfield equipment. Specifically in such case, Lafarge shall construct the roads so that they can be used to withstand the weight of 110,000 pounds and 28,000 pounds per axle. (4) Access roads or portions of access roads that are used exclusively by KMG shall be thirty (30) feet in width, and KMG shall install and maintain them to COGCC standards that apply to oil and gas operations. f. Lafarge agrees that it will not mine or extract materials from any portion of the access roads identified on Exhibit B (3 through 8), or those access roads that may be otherwise mutually agreed upon by the parties, without the written consent of KMG. Lafarge agrees to post - 7 - and enforce a ten (10) mile per hour speed limit along all stretches of access roads that are jointly used by KMG and Lafarge. 7. BATTERIES AND EQUIPMENT/PRODUCTION FACILITY LOCATIONS/ ELECTRICAL SERVICE LINES. KMG shall have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and other equipment ("Production Facility" or "Production Facilities") reasonably appropriate for the operation and production of Existing Wells and Future Wells within the Oil and Gas Operations Areas and also within the three locations depicted on Exhibit B and generally located in the center of the SW/4SW/4 of Section 18, the center of the SW/4 of Section 19 and the center of the SW/4NW/4 of Section 19 ("Production Facility Locations.") With respect to Production Facilities other than flowlines and Pipelines: a. KMG shall install and maintain, at its sole cost and expense, all fences around Wells and Production Facilities in compliance with the Rules and Regulations of the COGCC. b. KMG shall install and maintain, at its sole cost and expense, all gates and locks reasonably necessary for the security of the Wells and Production Facilities. c. KMG shall paint production facilities for the Wells, including wellhead guards, with a color of paint that is approved by the COGCC. d. Lafarge shall not prevent or inhibit access by KMG to the Oil and Gas Operations Areas and Production Facility Locations or prevent or inhibit KMG's operations within the Oil and Gas Operations Areas or Production Facility Locations by landscaping or other improvements, unless otherwise agreed upon in writing between Lafarge and KMG. e. Lafarge shall place temporary concrete barriers around Production Facilities, as directed by KMG, before the commencement of mining operations within an Oil and Gas Operations Area or Production Facility Location. In no event shall Lafarge mine within ninety (90) feet of Production Facilities or stockpile mined materials within a radius of fifty (50) feet of Production Facilities. f. The parties understand and acknowledge that a electrical service line owned and/or operated by Public Service Company of Colorado currently crosses a portion of the Phase 1 Property described as the SW/4SW/4 of Section 18, Township 1 North, Range 66 West and identified on Exhibit B (8 of 8) and hereinafter referred to as the "SW/4SW/4 Location." In the event and at the time that KMG notifies Lafarge that it intends to commence the drilling of a Well in the SW/4SW/4 Location, upon the written request of KMG, Lafarge shall relocate the service line or cause such service line to be relocated at the expense of Lafarge and at a mutually - 8 - agreeable location. In the event that Lafarge fails or refuses to relocate the service line, at the option of KMG, the SW/4SW/4 Location shall either: i) expand by an additional 150 feet within the legal drilling window; or ii) be relocated within the legal drilling window and include an area that is a circle with a radius of 150 feet. 8. NOTICE OF FUTURE OPERATIONS. KMG shall provide at least seven (7) days prior written notice to Lafarge of operations in connection with reworking, fracturing, deepening or recompletion operations on Existing Wells and Future Wells; provided, however, KMG shall provide at least thirty (30) days prior written notice to Lafarge of the initial drilling of Future Wells. Regardless of the foregoing notice requirements, KMG shall have immediate access to all Production Facilities, Pipelines and Wells in the event of an emergency. After receipt of the above notice, but not less than five (5) working days prior to the date that KMG plans to commence drilling operations within an Oil and Gas Operations Area, KMG or Lafarge may request an on-site meeting. The purpose of the meeting shall be for KMG to inform Lafarge of the proposed oil and gas drilling operations and to coordinate site access, hazards, barricades, restoration or any other issues that may affect the use and development of the Property by Lafarge. 9. COMPLIANCE WITH SAFETY REGULATIONS. KMG understands that the surface mining operations of Lafarge on the Property are subject to certain Mine Safety and Health Administration ("MSHA") regulations. KMG agrees that, while conducting its oil and gas operations on Property, it will comply with MSHA requirements that Lafarge notifies KMG in writing are applicable to KMG's operations on the Property. KMG agrees to inform its contractors and subcontractors about such requirements, but shall have no liability for the failure of such contractors and subcontractors to comply with the requirements. 10. DRILLING AND COMPLETION OPERATIONS. KMG shall endeavor to diligently pursue drilling operations to minimize the total time period for drilling and to avoid rig relocations or startup during the course of drilling. Lafarge waives any objections to continuous (i.e., 24-hour) drilling operations. 11. SHUT-IN OF WELLS. In the event that Lafarge interferes with the operations of KMG on the Property so that KMG, in its discretion, is required to shut-in a Well or Wells or is otherwise prevented from repairing or returning a Well or Wells to production, then Lafarge shall pay to KMG the value of the average daily production for the Well or Wells that are shut-in (based upon the prior month's average production rates for the Well) and all other damages or losses that KMG incurs as a result of such interference. - 9 - 12. GOVERNMENTAL PROCEEDINGS. Lafarge acknowledges the rights of KMG to conduct oil and gas operations on the Property in accordance with this Agreement and shall not object to or oppose KMG in any agency or governmental proceedings, including, but not limited to, the COGCC, Weld County, or other governmental entity related to the operations of KMG on the Property, including, but not limited to drilling, workovers, well deepenings and recompletions; provided that, the position of KMG in such proceedings is consistent with this Agreement. 13. MINING PLANS. Lafarge has provided copies to KMG of its Mining Permit and the engineering structural report prepared in connection with the Mining Permit (the "Plans"). KMG acknowledges receipt of the Plans and does not object to the Plans; provided, however, KMG does not in any way thereby either waive its rights under this Agreement or the obligations or agreements of Lafarge in this Agreement. 14. RESTRICTED USE OF THE SURFACE BY KMG. Except for the Oil and Gas Operations Areas, Production Facility Locations, Petroleum Pipeline Easements, Pipelines and the access roads provided for in this Agreement, KMG shall not occupy the surface of the Property, except in the events of an emergency or for reasonable incidental, temporary and non-damaging activities, for which KMG shall be responsible for any damages that it causes that may occur to the Property. 15. LIMITATION OF LIABILITY, RELEASE AND INDEMNITY. a. No party shall be liable for, or be required to pay for, special, punitive, exemplary, incidental, consequential or indirect damages to any other party for activities undertaken within the scope of this agreement. b. Except as to claims arising out of pollution or environmental damage (which claims are governed by section 16 below) or out of other provisions of this Agreement (which claims shall be governed by the terms of this Agreement), each party shall be and remain responsible for its own liability for all losses, claims, damages, demands, suits, causes of action, fines, penalties, expenses and liabilities, including without limitation, attorneys' fees and other costs associated therewith (all of the aforesaid herein referred to collectively as "Claims"), arising out of or connected with each such party's ownership or operations on the Property, no matter when asserted, subject to applicable statutes of limitations. Each party shall release, defend, indemnify and hold the other party, its officers, directors, employees, successors and assigns, harmless against all such Claims. This provision does not, and shall not be construed to, create any rights in persons or entities not a party to this Agreement, nor does it create any separate rights in parties to this Agreement, other than the right to be indemnified for Claims as provided herein. - 10 - c. Upon the assignment or conveyance of a party's entire interest in the Property, that party shall be released from the indemnification in section 15.b. above, for all actions or occurrences happening after such assignment or conveyance. 16. ENVIRONMENTAL INDEMNITY. The provisions of section 15 above, except for section 15.a., shall not apply to any environmental matters, which shall be governed exclusively by the following, subject to the limitations of section 15.a. above: a. "Environmental Claims" shall mean all Claims asserted by governmental bodies or other third parties for pollution or environmental damage of any kind, arising from operations on or ownership of the Property or ownership of the oil and gas leasehold interests, whichever is applicable, and all cleanup and remediation costs, fines and penalties associated therewith, including but not limited to any Claims arising from Environmental Laws or relating to asbestos or to naturally occurring radioactive material. Environmental Claims shall not include the costs of any remediation undertaken voluntarily by any party, unless such remediation is performed under the imminent threat of a Claim by a governmental body or other third party. b. "Environmental Laws" shall mean any laws, regulations, rules, ordinances, or order of any governmental authority(ies), which relate to or otherwise impose liability, obligations, or standards with respect to pollution or the protection of the environment, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 466 et seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401-1450), the Hazardous Material Transportation Act (49 U.S.C. §§ 1801 et seq.), the Clean Air Act, and the Toxic Substances Control Act (15 U.S.C. §§ 2601-2629). c. Environmental Indemnification. KMG shall defend, indemnify and hold harmless Lafarge, its successors and assigns, from Environmental Claims relating to Property that arise out of KMG's oil and gas leasehold under the Property or operations on the Property. Lafarge shall defend, indemnify and hold harmless KMG from Environmental Claims relating to the Property that arise out of its ownership, leasehold interests, operations or development of the Property. 17. EXCLUSION FROM INDEMNITIES. The indemnities of the parties herein shall not cover or include any amounts for which the indemnified party is actually reimbursed by any third party. The indemnities in this Agreement shall not relieve any party from any obligations to third parties. 18. NOTICE OF CLAIM FOR INDEMNIFICATION. If a Claim is asserted against a party for which the other party would be liable under the provisions of section 15 or section 16 above, it is a condition precedent to the indemnifying party's obligations hereunder that the indemnified party give the indemnifying party written notice of the Claim setting forth all particulars of the Claim, as known by the indemnified party, including a copy of the Claim (if it is a written Claim). The indemnified party shall make a good - 11 - faith effort to notify the indemnifying party within ten (10) days of receipt of a Claim and shall effect such notice in all events within such time as will allow the indemnifying party to defend against such Claim. An indemnifying party shall not be obligated to reimburse an indemnified party for amounts paid in settlement of an indemnified claim unless the indemnifying party has agreed to the settlement, which agreement shall not be unreasonably withheld or delayed. 19. REPRESENTATIONS. Each party represents that it has the full right and authority to enter into this Agreement with respect to the surface estate or leasehold interests or oil and gas leasehold interests it owns in the Property. KMG does not represent that it has rights to settle matters for any mineral owner or any other oil and gas lessee for the Property, and this Agreement shall only apply to and bind KMG as to its oil and gas leasehold interests in the Property. 20. INDIVIDUAL LIABILITY OF PETROLEUM LESSEES. The liability of KMG to perform any obligation hereunder or to comply with any agreement included herein or with any state or local rule or regulation is individual and not joint or collective. This Agreement does not create a joint venture or partnership between or among KMG and any other party which owns or acquires oil and gas leasehold interests in the Property. 21. LETTER AGREEMENT. Concurrently with the execution of this Agreement, the parties have executed a letter agreement which delineates the parties obligations with respect to directional drilling ("Letter Agreement"). In consideration of the agreement of KMG to restrict its use of the surface estate for the Property as set forth in this Agreement, Lafarge agrees to compensate KMG in accordance with the terms of the Letter Agreement. 22. SUCCESSORS AND ASSIGNS. The terms, covenants, and conditions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, successors and assigns for KMG shall be limited to only those assignees under the oil and gas leases that are owned by KMG. 23. TERM. This Agreement shall become effective as of the date written above and shall remain in full force and effect until the latest to occur of the following: i) all of KMG's oil and gas leasehold interests in the Property have expired or are terminated, and KMG has plugged and abandoned all Wells it operates on the Property and complied with all reclamation and other requirements in its oil and gas leases and of the COGCC and other entities having jurisdiction; or ii) all of Lafarge's sand, gravel and aggregate mining leasehold interests in the Property have expired or are terminated (as to the portion of the Property leased by Lafarge), and Lafarge has complied with all reclamation and other requirements in its mining leases and Mining Permit and with all other applicable provisions in the mining leases, Mining Permit and state and local permits and rules and regulations. At the time this Agreement terminates, the parties shall - 12 - execute releases that state that this Agreement no longer applies to the Property, except with respect to the indemnities in this Agreement, which indemnities shall survive termination to the extent provided herein. 24. NOTICES. Any notice or other communication required or permitted under this Agreement shall be given in writing by any of: i) personal delivery; ii) expedited delivery service with proof of delivery; iii) United States mail, postage prepaid, and registered with certified mail with return receipt requested; or iv) prepaid telecopy or fax, the receipt of which shall be acknowledged, addressed as follows: If to KMG: Ken McGee Oil & Gas Onshore LP 1999 Broadway, Suite 3700 Denver, Colorado 80202 Attention: Director of Land Denver Basin Lafarge: Lafarge West, Inc. 10170 Church Ranch Way, Suite 200 Westminster, Colorado 80021 Attention: Director of Lands Any party may, by written notice so delivered to the other parties, change the address or individual to whom delivery shall thereafter be made. 25. RECORDING. This Agreement and any amendments shall be recorded by KMG, and KMG shall provide Lafarge with copies showing the recording information as soon as practicable thereafter. 26. SURFACE DAMAGES; WAIVER OF PAYMENTS. In consideration of the respective rights, obligations and benefits of the parties as outlined herein, this Agreement shall constitute a surface use or surface damage agreement as described or provided for in any current or future rule or regulation of the COGCC or any local jurisdiction, state statute or at common law and in any oil and gas lease. Lafarge hereby waives all surface damage payments or other such payments for the use of the Property or portions thereof pursuant to any current or future COGCC or local regulation, state statute, common law or oil and gas lease or agreement for each and every well and related wellsite that is or will be drilled and located within the Oil and Gas Operations Areas and for Production Facility Locations and Pipelines and Petroleum Pipeline Easements and access roads. KMG may provide a copy of this Agreement to the COGCC or to any local jurisdiction, person or entity or any court of law as evidence of this waiver. - 13 - 27. NO PRIVATE RIGHT OF ACTION. Nothing in this Agreement creates a private right of action under any state statute or state or local rule or regulation, including the regulations of the COGCC and the provisions of the Colorado Oil and Gas Conservation Act at C.R.S. 34-60-101 et.seq. 28. CONSTRUCTION. The parties have participated jointly in the negotiating and drafting of this Agreement. In the event ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties. and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including, without limitation. 29. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its conflict of laws provisions. 30. ENTIRE AGREEMENT. This Agreement and the letter agreement referenced in section 21 set forth the entire understanding between the parties regarding the matters addressed herein, and supersedes any previous communications, representations or agreement, whether oral or written. This Agreement shall not be amended, except by written document signed by the parties. 31. EXECUTION AND BINDING EFFECT. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute one and the same instrument. This Agreement is executed by the parties on the dates set forth in the acknowledgements, but to be effective on the date set forth above. KERR-McGEE OIL & GAS ONSHORE LP By: Attorney-in-fact LAFARGE WEST, INC. By: Name: Title: - 14 - ACKNOWLEDGMENTS STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this_ day of 2007,by , as Attorney-in-Fact of Kerr McGee Oil& Gas Onshore LP, on behalf of such company. Witness my hand and official seal. Notary Public My Commission Expires: STATE OF COLORADO ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2007, by as of Lafarge West, Inc. Witness my hand and official seal. Notary Public My Commission Expires: - 15 - R67W R66W L arJ I 111i' r I' • Nei„ tRFA• II- I k._ WEST, INC. a, I - '• atll ! W A PROP•'TY !` 1 1 • SEC. 12 I SEO. I/ 7 LAFARGE ITYF a i WEST RtC- -----1!(� NTOi,y ! i " PROPERTY PRO'; R ,, I ' 1 _ ` yIKU6A I<� \I �� I T1N ?" r+ Y i� �', '3 �J� I. N , .1�Y1A I Y \- 1 I a� �,q Ir , ( a ' ! SEC. 13 r I II / SE �. 18 I N. N No — + I= = t i PHAS e' 1 f _, 0 I 1 , = I i �„.,W.QRB \' ----•--. I � ------- ;fGE ►,, . ' ! n1! INC.® ri� I " ,! ;TY g . i ! J i ) 1 :. _ � = µ 619 SE . 24 '' ' SE C\ I _� j I ! BOUNDARY - Y)) ' (i SUS: \' I !i RJ �I FINAL DRAFT11 -17-07 North KERR-McGEE OIL & GAS WELL OPERATIONS EXHIBIT " B" SECTIONS 12, 13 AND 24, T1N, R67W, ,,, ' ' - PARCEL SECTIONS 7, 18 AND 19,T1N, R66W, 6TH P.M., WELD COUNTY COLORADO OWNERSHIP/LEASE TETRA TECH RMC 0{ ' 10��0�0' 200-0' MAP -i'�- Mb 1900 S. SUNSET ST.. SUITE 1-F. LONGMONT, 00 80501 TEL 3037725292 METRO 303 665 6283 FAX 303665.6969 SCALE: 1"=2000' RIVERBEND OIL & GAS WELL OPERATIONS1 OF 8 80-4137.012.00 R67W R66W a� ii !, i n i i } J i 7 Iti i SEC. 12 i SE .�17 ti i ' ' iI 1i �\ _.1 i L a ,( v �< i i T1N ! i. cc I ` ip;. ii, SEC. 13 r ill fig SE18 i I■ In � ; s ' Loam ■}i INNINN PHAS �1Cdt .I: R I'. j I fl I (� I I- 1 - �, �="s,i � �•. PAGE ' r , 7•p i . , 6. . PAL : i i ;?SEo. 24� ,� �f`�,'I�, SEC 19 4 1 RIVERBEND �'.. ��s ) ii ' I BOUNDARY =�►�C ��>- `II 1. 1` b�/ i WCR 6 < . , _ '�L._._._,_._,_. 1 FINAL DRAFTI1 -17-07 North KERR-McGEE OIL & GAS WELL OPERATIONS SECTIONS 12, 13 AND 24,11N, R67W, KEY MAP SECTIONS 7, 18 AND 19, T1 N, R66W, 6TH P.M., WELD COUNTY COLORADO 1000' 2000' TETRA TECH RMC LI -1h 1900 S. SUNSET Sl'., SUITE 1-F,65. L0N283 FAX 3 .60 80501 699 TEL 303.7725282 METRO 303.665.6283 FAX 303.'065.6959 SCALE: 1•"=2000' RIVERBEND OIL & GAS WELL OPER.ATIONS2 OF 8 80-4137.012.00 MATCHLLINE-SEESH ETN . 4 EE I q t'> G L l /1 \\- 1,1 _ .-r s ,J n n ? I T `J CG EJ r1 �� `^ 140'WIDE PETROLEUM 1 KERR-McGEE '' � '7 • 4 \".`�. PIPELINE EASEMENT EXISTING as ca`i'. AND ACCESS ROAD GAS WELL �F cl , VI 40'WIDE PETROLEUM r� 4 IA PIPELINE EASEMENT ,ii/ � _�,�:. KERRMcGEE it,' AND ACCESS ROAD 1'1 I KERR-MCGEE ', FUTURE r•I I % 1� F SWELL ' TANK STORAGE 10, r A.I ``? KERR-McGEE EE I Iii, XI A GAS WELL 60'WIDE PETROLEUM r :''s_ KERB-McGEI PIPELINE EASEMENT .� \ EXISTING T/IJK f j -.,„ AND ACCESS ROAD „ t 1.. STRUCTURE; 13 c ., o C ��`.,c I � y �._ R 4 - leRRMcOtE % s GAS WELL N;;,,, ��FJT4JR& 3 ;� -� GASWEL >N � ' KERR-McGEEFUTUR �� 1: ' "ttv ,�' c \ PRODUCTION �� 40'WIDEPETRQ U �♦ FACILITY AREA N. N.�� i PIPELINE EASEM TJ 1c •.,` .„. CC33 AND ACCESS R a . N. ;a \\ WCR6 . 1 a FINAL LEGEND: [� " WETLANDS(JURISDICTIONAL) _ - EXISTING PETROLEUM PIPELINE DRAFT -D- DIRECTIONAL DRILLING EASEMENT AND ACCESS ROAD TO BE ABANDONED 1 .17-07 --G-- -G-_ PROPOSED ROUTE PETROLEUM PIPELINE North c,,,, PETROLEUM PIPELINE TO BE ABANDONED KERR-McGEE OIL & GAS WELL OPERATIONS IN 40'PETROLEUM PIPELINE EASEMENT SW 1/4, SECTION 19, T1N, R66W, 6TH P.M. AND ACCESS ROAD(OR AS SHOWN) WELD COUNTY, COLORADO --- DRILL WINDOWS 0 150' 300' •E TANK/GAS WELL TETRA TECH RMC is:- k, EXISTING PETROLEUM PIPELINE lib 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 30501 TEL 303.772.528^_ METRO 303.665,62.53 FAX 303.665.6959 SCALE: 1"=300' .'��' AREA AND GAS OPERATIONS RIVERBEND OIL & GAS WELL OPERATIONS!; OF 80-4137.012.00 `V' 8 . , I IY� I`" I ' MATCHLINE SEE'SHEET N0. 5 , �'► ill II 30'WIDE PETROLEUM PIPELINE EASEMENT Ile AND ACCESS ROAD (' v 1 vV J v \\ \ , IJ v \� I�, ; r ',1 b≥ \� �f 1 \ \ iI FUTUE° 3'- _% j'/ /1 / ^ 7 ' J r F 9 v GAS WELL iron^ -t '% �� v, d �� 7'1.1 ��w;N�A�CH,LI�I��EE$�E�T,0 3 LEGEND: lrIP5 CITY OF AURORA WELL 30'PETROLEUM PIPELINE """ EASEMENT AND ACCESS ROAD North FINAL DRAFT 1 -17-07 --R-.‘ G-- PETROLEUM PIPELINE ROUTE iiii; --- DRILL WINDOWS KERB-McGEE OIL & GAS WELL OPERATIONS IN NW 114, SECTION 19, TIN, R66W, 6TH P.M. ■■ TANKIGAS WELL WELD COUNTY, COLORADO 0 150• 300• iri_I tow OIL PERATION NS AREA OPERATIONS TETRA TECH RMC SCALE: 1"=300' 1900 S. SUNSET ST., SUITE 1-F, L.ONSMONT, CO 80501 WETLANDS TEL 303.772.5282 METRO 303.665.6283 FAX 503.665 6959 . ' (JURISDICTIONAL) RIVERBEND OIL & GAS WELL OPERATIONS4 OF 80-4137.012.00 8 L ,,.. ,_ , , ___ -__, -- _ _ _ ,, f14 7 '4 I 30'PETROLEUM I 7,41-1---1 PIPELINE EASEMENT I. :-_I /2' 30'WIDE PETROLEUM I' L FUTURE ENd4NA } 1 // PIPELINE EASEMENT 11 GAS WELL // I AND ACCESS ROAD 0 ( # ii, , : r;, KERR MCGEE' T FUTURE •• �..�•.7 H SNN\ S i I�1 c , I KERR MtGEE — I I Is(� cXISiIi4G t P North TANK STORAGE j�l l �� kepi_ \)I I iLi .: fit V ' .no � �I �� 1 ..._, kill — — — KERR- G �; �, ,� 4 I S, EXISTING 0 150' 300' iI :SI % KERR-McGEE � h I: "-r1 IAL a FUTURE KERR McGEE ' 1!' I ° 1 1 SCALE: 1'1=300' Ii PRODUCTION AS WELLS I�.�=" '� FINAL ,,, FACILITY AREA - __- _ , , iiilit a DRAFT III _��..,_ ,a� 7 II I FUTURE P, 'l, )‘,/ .!I 1 -17-07 ,I �GA WELL ,. �i° U LEGEND: MATCHLINE-SEE SHEET NO. 4 1 CITY OF AURORA WELL , , KP KAUFMAN OIL AND GAS • OPERATIONS AREA .,� �;r; 30'PETROLEUM PIPELINE ♦ ENCANA WELL `' EASEMENT AND ACCESS ROAD PETROLEUM PIPELINE s ENCANA OIL AND GAS KERR-McGEE OIL &GAS WELL RELOCATION ROUTE OPERATIONS AREA OPERATIONS IN NW 1/4, SECTION PETROLEUM PIPELINE TO ,.,.;, WETLANDS 19, T1 N, R66W, 6TH P.M. - `' BE ABANDONED ' (JURISDICTIONAL) ---DRILL WINDOW WELD COUNTY, COLORADO •■ TANK/GAS WELL TETRA TECH RMC <, <I EXISTING PETROLEUM PIPELINESlit 1900 S. SUNSET ST., SUITE 1-F, LONGMGNT, CO 80501 KERR-McGEE OIL AND GAS TEL 303.7772.5282 METRO 303.665.6283 FAX 303.665.6959 .a OPERATIONS AREA RIVERBEND OIL & GAS WELL OPERATIONS5 OF 80-4137.012.00 v 8 1- OHS WCR - It- 1 I i I, ti i oI I. ,l w i I`�; co I , in 1 I I! 1 z 30' WI E PETROLEUM I' H = PIPELI E EASEMENT ' F- AND A LESS ROAD �≥ i • KERR McGEE 1 \ GAS WELL r, I'- 1< _.. 1 I I .•,abe I 1 i Mc EE u� USER u.c r,.....c..r...-<:-c a_r r .�c_c-_�c.r -c-<�s_c-Fc...Fc_�c IIIa LEGEND: --G-- PETROLEUM PIPELINE ROUTE -D- DIRECTIONAL DRILL FINAL DRAFT 1 -17-07 North 30'PETROLEUM PIPELINE � EASEMENT AND ACCESS ROAD KERR McGEE OIL & GAS WELL OPERATIONS IN --- DRILL WINDOWS ipri NE 1/4, SECTION 24, TIN, R67W, 6TH P.M. ■� TANK GAS WELL WELD COUNTY, COLORADO 0 100' 200' ,, EXISTING PETROLEUM PIPELINE TETRA TECH RM C a tr.. OIL AND GAS OPERATIONSillt 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 60501 a `�'' AREA TEL 3037725282 METRO 303.665.6283 FAX 303.665.6959 SCALE: 1"=200' RIVEREEND OIL & GAS WELL OPERATIONS6 OF 8 S0-4137.012.00 �+ , , WCR8 L .„._. (2.„. r“(.... 4r(r� G-G G G G-f'_t..-u �j�� l +``�^ u."��._ 774f „ii _ 30'WID PETROLEUM ii ��O }. ,I i� «pIPELINF EASEMENT ' - 4'f l IP, 30'WIDE PETROLEUM' S A / 'I 1 PIPELINE EAS ENT Ili R AND ACCESS-QAD I I , 1✓ ' r sJ, 1Ifi ; 's t .lCO Pei I ` • - i� r�� 1 I',O LIJ 4',p�, 50 , ' • w 1 t 11 I I % \, ,K I /I _till w I KERR McGEE * s I j� , }I o;° n �Ir j FUTURE ••„�... ;. I-fh r - IAli a �, %/ a j �1 v, , r G �i Q , I ,./.-02,-/'. , !I I ) �� \ \s- --- s = / ; / 1 I ti t I I I . � KERR McGEE KERR MI ` rvinTui,I LEGEND: EXISTING CO EXISTING KP KAUFFMAN GAS WELL TANK STORAGE / 30'PETROLEUM PIPELINE '1 ,t :"" = EASEMENT AND ACCESS ROAD (/I///1 It`,, North --- DRILL WINDOWS \ j ■ FUTURE KERR-McGEE GAS WELL FINAL DRAFT 1 -17-07 EXISTING PETROLEUM PIPELINE KERR-McGEE OIL & GAS WELL OPERATIONS IN NE 1/4, SECTION 24, T1N, R67W, 6TH P.M. iFi 200 E�•�•• OPERATIONS AR AKERR-McGEE OIL NDGAS WELD COUNTY, COLORADO ^4 AU KP K OIL AND GAS TETRA TECH RMC r s''•'•"`•• OPERATIONS AREA 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, 00 80501 SCALE: 1"=200' ---G-- PETROLEUM PIPELINE ROUTE TEL 303.772.5282 METRO 303.665.6283 FAA 353.665.59.9 - `-"_i WETLANDS(JURISDICTIONAL) PIVERBEND OIL & GAS WELL OPERATIONS', OF 8 80-4137.012.00 V L , L , . : , _ , � 7 i : , i' I rdaR I � ♦ 1, \ , 1. IJTW1H+ ELLS ; j li JI s � i i —°�� , , KERR McG r . I ["1 kt EXISTINGNK S I a 1 a ill p; 11 KERR'McGEE '! tr i' i p'in. 1 EXISTING i1 a Ia 1 f I GAS WELL IPee { I �� rits I/ I, ;R1 1' :e i 3 I h ° `fsr i S9 9 0 I KER12-McGEE FUTURE I !j. t _ , , ' - s'. -,PRODUCTION FACILITY\ j„ ,,m.R �y v�I'�'� - < IAREA i . ,;<:,1. < ' I 7 r K RR MCGEE I ` p I P \'`. North € G S WELLS '� 1� �, �. 1I 1 z ali 1 1 1' I ., +_ 1 0 150' 300' 1 l 30'PETROLEUM \ * iy- I PIPELINE EASEMENT I SCALE: 1"=3001 I cn I 1, . , — _- _�. I I LEGEND: J CITY OF AURORA WELL EASEMEOLEUMNT AND PIPEACCESS FINAL DRAFT 1 -17-07 '` EASEMENT AND ACCESS ROAD PETROLEUM PIPELINE RELOCATION ROUTE KERR-MCGEE OIL & GAS WELL OPERATIONS IN PETROLEUM PIPELINE TO BE SW 1/4, SECTION 18, T1N, R66W, 6TH P.M. ABANDONED -- -- DRILL WINDOWS WELD COUNTY, COLORADO ., TANK/GAS WELL TETRATECH RMC ::-- -,:- -- EXISTING PETROLEUM PIPELINE y` .r•s KERR-McGEE OIL AND GAS in 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 OPERATIONS AREA TEL 303 772 METRO 303 665 6283 FAX 303.665.6959 WETLANDS(JURISDICTIONAL) GAS S -- � RIVERF3END OIL & WELL OPF„RATIUNa8 OF 8 80-4137.012.00 Message Page 1 of 1 ,_ King, James From: King, James Sent: Thursday, January 11, 2007 10:02 AM To: 'Molly Buchanan' Cc: Jennifer Vecchi; 'Mike Morison'; 'Eric.Reckentine@lafarge-na.com'; 'JButera@kmg.com' Subject: RE: Lafarge final draft surface use agreement and letter agreement(Kerr-McGee) Thanks, we will review. The December 11 versions are what we consider to be final. If they are acceptable, we will remove the "Final Draft" language and put a more current date on them. Jim King Original Message From: Molly Buchanan [mailto:mbuchanan@vbllplaw.com] Sent: Wednesday, January 10, 2007 7:20 PM To: King, James Cc: 'Butera, John' Subject: Lafarge final draft surface use agreement and letter agreement(Kerr-McGee) Jim, Attached are draft documents for the Lafarge/ Kerr-McGee surface use agreement and letter agreement (directional drilling costs) for the property in Weld County that Lafarge intends to mine for sand, gravel and aggregate known as Riverbend. I understand that the last exhibits that John Butera and Mike Morrison have discussed are those dated 12- _ 11-06. Although John and I have reviewed the draft documents and exhibits, please note that they continue to be reviewed and will require further approval from Kerr-McGee. Thanks for your patience. Molly Molly Sommerville Buchanan VanderWerf& Buchanan, LLP 1525 17th Street Denver, Colorado 80202 Phone: 303-298-9939 Fax: 303-308-1434 e-mail: mbuchanan@vbllplaw.com The information contained in this e-mail message is privileged, confidential and protected from disclosure. If you have received this e-mail in error,please advise me of the misdirected e-mail by sending me a message at mbuchanan@vbllplaw.com. Also,please delete this e-mail from your system. Thank you. EXHIBIT 2/6/2007 Page 1 of 1 King, James From: Molly Buchanan [mbuchanan@vbllplaw.com] Sent: Wednesday, January 10, 2007 7:20 PM To: King, James Cc: 'Butera, John' Subject: Lafarge final draft surface use agreement and letter agreement(Kerr-McGee) Jim, Attached are draft documents for the Lafarge/ Kerr-McGee surface use agreement and letter agreement (directional drilling costs) for the property in Weld County that Lafarge intends to mine for sand, gravel and aggregate known as Riverbend. I understand that the last exhibits that John Butera and Mike Morrison have discussed are those dated 12-11-06. Although John and I have reviewed the draft documents and exhibits, please note that they continue to be reviewed and will require further approval from Kerr-McGee. Thanks for your patience. Molly Molly Sommerville Buchanan VanderWerf& Buchanan, LLP ^1525 1 7th Street Denver, Colorado 80202 Phone: 303-298-9939 Fax: 303-308-1434 e-mail: mbuchanan@vbllplaw.com The information contained in this e-mail message is privileged, confidential and protected from disclosure. If you have received this e-mail in error,please advise me of the misdirected e-mail by sending me a message atmbuchanan@vbllplaw.com. Also,please delete this e-mail from your system. Thank you. 2/6/2007 SURFACE USE AGREEMENT Final Draft 1-7-07 This Surface Use Agreement ("Agreement") is effective this day of January, 2007, and is by and between Kerr-McGee Oil & Gas Onshore LP ("KMG") with an address of 1999 Broadway, Suite 3700, Denver, Colorado 80202 and Lafarge West, Inc., ("Lafarge") with an address of 10170 Church Ranch Way, Suite 200, Westminster, Colorado 80021. Whereas: A. Lafarge is the current landowner or current lessee, as the case may be, under one or more sand, gravel and aggregate mining leases that cover those certain tracts of land more particularly described on Exhibit A attached hereto, located in Weld County, Colorado, and hereinafter referred to collectively as the "Property." B. Surface ownership of the Property is subject to the rights of the oil and gas mineral leasehold estate in which KMG currently owns interests. C. Lafarge has a mining permit from the State of Colorado, Division of Reclamation, Mining and Safety ("DRMS"), to extract sand and gravel from the Property and identified as Riverbend. Further, following the mining and reclamation of portions of the Property, Lafarge plans to use portions of the Property for water storage reservoirs. D. Lafarge plans to mine the Property in two phases: the portions of the Property included in each phase are identified as Phase 1 and Phase 2 on Exhibit B and referred to hereinafter as the "Phase 1 Property" and the "Phase 2 Property," respectively. E. KMG currently operates four wells on the Phase 1 Property and five wells on the Phase 2 Property ("Existing Wells") which, with respect to the Phase 1 Property, are specifically depicted on Exhibit B attached hereto, and KMG has the right to develop its oil and gas leasehold estate by drilling additional wells on the Property ("Future Wells" and together with the Existing Wells, the "Wells"). F. This Agreement provides for the compatible development of the oil and gas estate and the surface estate and sets forth the rights and obligations of the parties with respect to the development of their respective interests in the Property, such rights and obligations to be binding upon the parties and their successors and assigns. Now Therefore: In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ^ 1. APPLICATION OF THIS AGREEMENT TO THE PHASE 1 PROPERTY AND PHASE 2 PROPERTY. At the time the parties entered into this Agreement, Lafarge had specific plans for the development of only the Phase 1 Property. For this reason, the plats attached to this Agreement show locations for Existing Wells, Future Wells, production facility locations and access routes and pipeline easements for only the Phase 1 Property. The parties agree that the terms in this Agreement shall apply to both the Phase 1 Property and the Phase 2 Property, and they shall enter into an amendment to this Agreement within one year from the effective date, which amendment shall identify the locations for Oil and Gas Operations Areas, Production Facility Locations, Pipelines, Petroleum Pipeline Easements and access routes for the Phase 2 Property. The amendment shall provide for, among other things, areas that are comparable in size and configuration to those described herein for the Phase 1 Property and also for the payment by Lafarge of directional drilling costs for drilling windows that KMG relinquishes for the Phase 2 Property in an amount that is comparable to those outlined in the letter agreement between the parties referred to herein in section 21, but which amount shall be increased on January 1 of each year beginning on January 31, 2008, with such adjustment to be in accordance with the corresponding percentage increase in the Consumer Price Index published by the U.S. Department of Labor Bureau of Labor Statistics for the Denver-Boulder-Greeley Metropolitan Area. The amendment shall incorporate exhibits for the Phase 2 Property comparable to Exhibit B for the Phase 1 Property. Lafarge covenants and agrees that it will not commence extraction or processing operations on any portion of the Phase 2 Property until the parties have reached an agreement regarding surface use for the Phase 2 Property. 2. REPRESENTATION AND WARRANTY REGARDING AUTHORITY TO BIND OWNERS OF THE PROPERTY. Lafarge represents and warrants that it has the right and authority to enter into this Agreement on behalf of and to bind each and every person or entity which owns an interest in the surface estate for all or any portion of both the Phase 1 Property and the Phase 2 Property with respect to all of the terms, provisions and conditions in this Agreement, including, but not limited to, all of the waivers, consents and covenants included in sections 3.d., 4.e., 5.e., 5.m., 12 and 26. 3. AREAS RESERVED FOR THE EXISTING WELLS AND FUTURE WELLS; WELL LOCATIONS. a. Lafarge shall set aside and provide to KMG those portions of the Property hereinafter referred to as the "Oil and Gas Operations Areas," such areas as to Phase 1 being depicted on the attached Exhibit B (3 through 8), four of which are the locations for the Existing Wells and the other nine of which are locations for Future Wells. The Oil and Gas Operations Areas shall be made available to KMG in their present condition for all operations conducted by KMG in connection with any Well, including, but not limited to, drilling and production activities, workovers, well deepenings, recompletions, fracturing and the drilling of twinned and replacement wells. The Oil and Gas Operations Areas shall include the areas shown on Exhibit B (3 through 8), which are generally in the shape of a circle with a radius of 150 feet, except as otherwise reflected in the Exhibits. - 2 - b. KMG shall also have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and all other associated oil and gas drilling and production equipment and facilities within the Oil and Gas Operations Areas. c. KMG shall have the right to drill Future Wells and multiple Wells within the Oil and Gas Operations Areas, including horizontal and directional wells that produce from the Property and lands other than the Property. d. As part of the consideration for this Agreement, Lafarge hereby waives its right to, and covenants that it will not protest or object to, any exception location or application to drill, redrill, deepen or recomplete any Well on the Property, so long as the Well is located within an Oil and Gas Operations Area. e. KMG shall drill Future Wells as close to the center of the Oil and Gas Operations Area as is practicable, given the location of other Wells within the Oil and Gas Operations Area, geologic, regulatory and technical concerns, and any segregation of ownership of the oil and gas horizons, among other things. Lafarge shall not stockpile mined materials within a radius of 150 feet from Existing Wells. 4. EXTRACTION OF SAND AND GRAVEL IN VICINITY OF OIL AND GAS OPERATIONS AREAS; SETBACK REQUIREMENTS. Lafarge reserves the option to mine the gravel within the Oil and Gas Operations Areas in accordance with the terms of this section 4. a. In the event that Lafarge elects to mine the gravel within an Oil and Gas Operations Area, Lafarge shall notify KMG in writing sixty (60) days prior to commencing mining operations within the Oil and Gas Operations Area and shall place temporary concrete barriers around the Existing Wells, as directed by KMG, prior to the commencement of mining operations. b. In the event that Lafarge elects to mine gravel within an Oil and Gas Operations Area with no Existing Well, Lafarge shall conduct and complete its mining operations within the Oil and Gas Operations Area as quickly as is reasonably practicable. In the event that KMG intends to drill a Well within the Oil and Gas Operations Area, it shall give written notice to LaFarge and meet at the site with Lafarge, as required by Colorado Oil and Gas Conservation Commission ("COGCC") rules and regulations, and the parties shall coordinate mining operations with oil and gas operations; provided, however, KMG shall have priority to conduct oil and gas operations within the Oil and Gas Operations Area such that it may require Lafarge to temporarily cease mining operations or adjust the timing and location of such operations within the Oil and Gas Operations Area as necessary or convenient to conduct oil and gas operations in a safe and efficient manner. c. In the event that Lafarge elects to mine gravel within an Oil and Gas Operations Area with an Existing Well or Wells, Lafarge shall conduct mining operations within the Oil and Gas Operations Area by excavating pie shaped wedges of gravel and aggregate and thereafter backfilling and compacting the area with overburden or other suitable material prior to excavating the next pie shaped area; provided, however, in no event shall Lafarge mine within - 3 - ninety (90) feet of an Existing Well and, provided further, that in no event shall more than one quarter circle segment of the pie shape be excavated at any one time. d. Excavation within the Oil and Gas Operations Areas will be coordinated with KMG in a mutually acceptable manner so as to avoid conflict with KMG's oil and gas operations and to ensure there is an appropriate safety plan and interim emergency procedures. Lafarge will bear all costs associated with such mining operations, including permanent or temporary rerouting and replacement of access roads, and flowlines and utility lines in order to prevent unnecessary interruption of production from any Well. In addition, Lafarge and its successors and assigns shall defend, indemnify and hold KMG harmless from any and all damage, loss and liability, including attorney's fees, incurred by KMG as a result of Lafarge's operations within the Oil and Gas Operations Areas and Production Facility Locations (defined below). Upon completion of mining operations, Lafarge shall fill and level the mined areas to create an even grade throughout the Oil and Gas Operations Area and/or Production Facility Location. e. Lafarge will not locate any lot line or any building, structure or other improvement within any Oil and Gas Operations Area or Production Facility Location. Lafarge understands and acknowledges that the COGCC has rules and regulations that apply to the distance between a wellhead and public roads, production facilities, building units and surface property lines, among other things. In order to give full effect to the purposes of this Agreement, Lafarge hereby consents to and waives its right to object to the location of any Wells and Production Facilities on the basis of the setback requirements in the rules and regulations of the COGCC, as they may be amended from time to time. Lafarge further and similarly consents to and waives its right to object to any other state or local setback requirements or other requirements or regulations that are or become inconsistent with this Agreement or that would prohibit or interfere with the rights of KMG, its successors and assigns, to explore for and produce the oil and gas in accordance with this Agreement. KMG or its successors and assigns may cite the waiver in this section in order to obtain a location exception or variance under COGCC rules or from any other state or local governmental body having jurisdiction; provided, however, Lafarge shall not be required to enlarge the amount of the surface area of an Oil and Gas Operations Area to accommodate the location exception or variance. Lafarge will provide KMG, or its successors and assigns, with whatever written support KMG may reasonably require to obtain permits from the COGCC or any local jurisdiction and will reasonably cooperate at no material cost to Lafarge in any efforts of KMG or its successors and assigns to obtain such permits. 5. GATHERING LINES AND FLOWLINES. a. Subject to the terms in this Agreement, KMG has a continuing right and entitlement to own, operate, maintain, repair and replace all existing and future flowlines, gathering lines and other pipelines that may be necessary or convenient to its operations on the Property ("Pipelines"). Except as may be otherwise agreed upon between the parties, the construction and burying of Pipelines shall be at the sole cost and expense of KMG or its gas purchaser. - 4 - b. Although this Agreement identifies the locations of existing and future pipelines and pipeline easements, nothing herein limits the right of KMG to make well connections to Wells at other locations in the event of circumstances due to mining operations, water storage or reservoir operations, topographic matters or any similiar circumstance. c. KMG shall have the right to lay Pipelines within the "Petroleum Pipeline Easements" depicted on Exhibit B (3 through 8) or at such other locations as may be mutually agreed to in writing by the parties. Except for those portions of the Petroleum Pipeline Easements that are identified on Exhibits B (3 through 8) as specifically being more than thirty (30) feet in width, Petroleum Pipeline Easements shall be fifty (50) feet in width for construction, installation, maintenance and relocation operations and reduced to thirty (30) feet in width for post-construction usage. Flowline easements shall be thirty (30) feet in width for all operations. d. Current development plans for Lafarge require the relocation of certain Pipelines that are currently located on the Phase 1 Property as depicted on Exhibit B (3 through 8) and identified as "Petroleum Pipelines to be Abandoned" or "Existing Petroleum Pipeline Easements and Access Roads to be Abandoned" (the "Existing Pipelines") which the parties agree shall be relocated to the locations depicted on Exhibit B (3 through 8) and identified as "Petroleum Pipeline Easements and Access Roads." Lafarge shall have the right to make written requests to KMG to relocate the lines to be abandoned; provided, however, all costs (including a 15% markup for such costs as compensation for administrative, supervision and overhead costs) of all relocations shall be borne by Lafarge. Lafarge and KMG shall enter into a pipeline relocation agreement prior to the relocation of all or any portion of an Existing Pipeline. The parties shall cooperate with each other to implement pipeline relocations and shall not unreasonably interfere with the operations of the other party. KMG shall perform the pipeline relocations. e. Lafarge represents and warrants that the lands on which the Oil and Gas Operations Areas, Petroleum Pipeline Easements and Access Roads are to be located are not lands which have been designated as wetlands or other similar designation by any federal, state or local jurisdiction or any other regulatory authority. f. Prior to the time that KMG commences drilling a Future Well, and in the event that it would be convenient for KMG to hook up the Well to an Existing Pipeline which has not at the time been abandoned hereunder, KMG and Lafarge shall agree prior to the commencement of drilling operations that Kerr-McGee shall either: i) connect the Well to an Existing Pipeline; or ii) install the Pipeline in a Petroleum Pipeline Easement and Access Road, at the option and expense of Lafarge. g. Lafarge's operating plans anticipate that roads may cross over the Pipelines. For any Pipeline now existing or hereafter constructed within a Petroleum Pipeline Easement, Lafarge agrees to abide by the General Guidelines for Design and Construction Activities On or Near Kerr-McGee Gathering LLC and Kerr-McGee Rocky Mountain Corporation Pipelines and Related Facilities revised 3-2004. h. Lafarge shall not disturb the existing cover over Pipelines during Lafarge's operations on the Property, except that: i) when crossing Pipelines with heavy equipment, such - 5 - as earth moving equipment, Lafarge shall maintain a minimum of four (4) feet and a maximum of six (6) feet of dirt over Pipelines, in addition to the then existing cover over the Pipeline; and ii) when crossing Pipelines with light trucks and equipment, Lafarge shall maintain a minimum of two (2) feet and a maximum of six (6) feet of dirt coverage over the then existing cover over the Pipeline. The depth of cover over Pipelines shall not be reduced or drainage patterns over Pipelines altered without written approval from KMG. i. KMG may install and maintain markers on the Petroleum Pipeline Easements, and KMG shall mark its flowlines at locations as reasonably requested by Lafarge. j. Lafarge will not conduct or cause to be conducted extraction operations of any kind, including sand, gravel and aggregate mining operations, that are within twenty-five (25) feet from a Pipeline unless an engineer licensed in the State of Colorado and with expert knowledge in the area of soils, opines in a soils stability report, that a setback that is less than twenty-five (25) feet will be sufficient to preserve the integrity of the Pipeline. In such case, upon completion of extraction operations, Lafarge shall backfill and level the area that is within twenty-five (25) feet from the Pipeline. Notwithstanding anything herein to the contrary, Lafarge shall in no event conduct extraction operations closer than fifteen (15) feet from any Pipeline without the prior written approval of KMG. k. Lafarge shall not stockpile soil over any Pipeline. 1. Utility crossings shall have a minimum of eighteen (18) inches vertical separation from Pipelines. Parallel utilities shall maintain a minimum of ten (10) feet of separation between the utilities and the Pipelines, unless KMG consents to a lesser distance, which consent shall not be unreasonably withheld. For example, it would not be unreasonable to withhold consent because of safety or operational concerns. Lafarge agrees to request all utility companies to contact KMG prior to laying lines parallel to Pipelines. m. Lafarge shall not permit the construction of any temporary or permanent buildings, structures or other improvements or facilities within or over the Petroleum Pipeline Easements or the Pipelines. Lafarge shall not plant trees or shrubs over the Petroleum Pipeline Easements and Pipelines. 6. ACCESS. a. Lafarge shall provide KMG with continuous access to all Oil and Gas Operations Areas, Production Facility Locations, Petroleum Pipeline Easements and Pipelines at all times. Except for access roads to be built to access Oil and Gas Operations Areas where no wells are located at the time of this Agreement, access roads to be used by KMG will either be the roads it currently uses or, after construction, those that Lafarge constructs at its sole cost and expense as part of its development of the Property; provided, however, no access road may be closed by Lafarge until an acceptable replacement access route is available to KMG for use. b. Except as may be otherwise provided in subsection 6.a., KMG agrees to access the Property and the Oil and Gas Operations Areas along the routes depicted on the Exhibit B (3 through 8). Access to the Oil and Gas Operations Areas may be changed by mutual agreement of - 6 - Lafarge and KMG; provided, however, all costs and expenses of such relocations shall be borne by Lafarge. c. Lafarge shall maintain and keep access roads that are jointly used by Lafarge and KMG in a condition and state of repair that serves the needs of Lafarge. In the event that joint access roads need to be improved in order to serve the needs of KMG, the parties agree to cooperate to allow KMG to construct the improvements, such improvements to be at the sole cost and expense of KMG. Neither KMG nor Lafarge shall unreasonably interfere with the use by the other of access roads. d. Lafarge shall obtain and pay the costs to obtain from the local jurisdiction, as necessary, permits for curb cuts as deemed necessary by KMG. Said curb cuts shall be forty (40) feet in width. e. Construction and Width of Access Roads. (1) Access roads or portions of access roads that are jointly used by KMG and Lafarge shall be thirty (30) feet in width, and Lafarge shall construct or improve all paved or improved joint access roads so as to withstand the weight of oilfield equipment. Specifically, Lafarge shall construct the roads so that they can be used to withstand the weight of 110,000 pounds and 28,000 pounds per axle. (2) Access roads or portions of access roads that are used exclusively by KMG shall be thirty (30) feet in width, and KMG shall install and maintain them to COGCC standards that apply to oil and gas operations. f. Lafarge agrees that it will not mine or extract materials from any portion of the access roads identified on Exhibit B (3 through 8), or those access roads that may be otherwise mutually agreed upon by the parties, without the written consent of KMG. Lafarge agrees to post and enforce a ten (10) mile per hour speed limit along all stretches of access roads that are jointly used by KMG and Lafarge. 7. BATTERIES AND EQUIPMENT/PRODUCTION FACILITY LOCATIONS/ TRANSMISSION LINES. KMG shall have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and other equipment ("Production Facility" or "Production Facilities") reasonably appropriate for the operation and production of Existing Wells and Future Wells within the Oil and Gas Operations Areas and also within the three locations depicted on Exhibit B and generally located in the center of the SW/4SW/4 of Section 18, the center of the SW/4 of Section 19 and the center of the SW/4NW/4 of Section 19 ("Production Facility Locations.") With respect to Production Facilities other than flowlines and Pipelines: a. KMG shall install and maintain, at its sole cost and expense, all fences around Wells and Production Facilities in compliance with the Rules and Regulations of the COGCC. - 7 - b. KMG shall install and maintain, at its sole cost and expense, all gates and locks reasonably necessary for the security of the Wells and Production Facilities. c. KMG shall paint production facilities for the Wells, including wellhead guards, with a color of paint that is approved by the COGCC. d. Lafarge shall not prevent or inhibit access by KMG to the Oil and Gas Operations Areas and Production Facility Locations or prevent or inhibit KMG's operations within the Oil and Gas Operations Areas or Production Facility Locations by landscaping or other improvements, unless otherwise agreed upon in writing between Lafarge and KMG. e. Lafarge shall place temporary concrete barriers around Production Facilities, as directed by KMG, before the commencement of mining operations within an Oil and Gas Operations Area or Production Facility Location. In no event shall Lafarge mine within ninety(90) feet of Production Facilities or stockpile mined materials within a radius of fifty (50) feet of Production Facilities. f. The parties understand and acknowledge that a transmission line owned and/or operated by Public Service Company of Colorado currently crosses a portion of the Phase 1 Property described as the SW/4SW/4 of Section 18, Township 1 North, Range 66 West and identified on Exhibit B (8 of 8) and hereinafter referred to as the "SW/4SW/4 Location." In the event and at the time that KMG notifies Lafarge that it intends to commence the drilling of a Well in the SW/4SW/4 Location, upon the written request of KMG, Lafarge shall relocate the transmission line or cause such transmission line to be relocated at the expense of Lafarge and at a mutually agreeable location. In the event that Lafarge fails or refuses to relocate the transmisson line, at the option of KMG, the SW/4SW/4 Location shall either: i) expand by and additional 150 feet within the legal drilling window; or ii) be relocated within the legal drilling window and include an area that is a circle with a radius of 150 feet. 8. NOTICE OF FUTURE OPERATIONS. KMG shall provide at least seven (7) days prior written notice to Lafarge of operations in connection with reworking, fracturing, deepening or recompletion operations on Existing Wells and Future Wells; provided, however, KMG shall provide at least thirty (30) days prior written notice to Lafarge of the initial drilling of Future Wells. Regardless of the foregoing notice requirements, KMG shall have immediate access to all Production Facilities, Pipelines and Wells in the event of an emergency. After receipt of the above notice, but not less than five (5) working days prior to the date that KMG plans to commence drilling operations within an Oil and Gas Operations Area, KMG or Lafarge may request an on-site meeting. The purpose of the meeting shall be for KMG to inform Lafarge of the proposed oil and gas drilling operations and to coordinate site access, - 8 - hazards, barricades, restoration or any other issues that may affect the use and development of the Property by Lafarge. 9. COMPLIANCE WITH SAFETY REGULATIONS. KMG understands that the surface mining operations of Lafarge on the Property are subject to certain Mine Safety and Health Administration ("MSHA") regulations. KMG agrees that, while conducting its oil and gas operations on Property, it will use best efforts to comply with reasonable MSHA requirements that Lafarge notifies KMG in writing are applicable to KMG's operations on the Property. KMG agrees to inform its contractors and subcontractors about such requirements, but shall have no liability for the failure of such contractors and subcontractors to comply with the requirements. 10. DRILLING AND COMPLETION OPERATIONS. KMG shall endeavor to diligently pursue drilling operations to minimize the total time period for drilling and to avoid rig relocations or startup during the course of drilling. Lafarge waives any objections to continuous (i.e., 24-hour) drilling operations. 11. SHUT-IN OF WELLS. In the event that Lafarge interferes with the operations of KMG on the Property so that KMG, in its discretion, is required to shut-in a Well or Wells or is otherwise prevented from repairing or returning a Well or Wells to production, then Lafarge shall pay to KMG the value of the average daily production for the Well or Wells that are shut-in (based upon the prior month's average production rates for the Well) and all other damages or losses that KMG incurs as a result of such interference. 12. GOVERNMENTAL PROCEEDINGS. Lafarge acknowledges the rights of KMG to conduct oil and gas operations on the Property in accordance with this Agreement and shall not object to or oppose KMG in any agency or governmental proceedings, including, but not limited to, the COGCC, Weld County, or other governmental entity related to the operations of KMG on the Property, including, but not limited to drilling, workovers, well deepenings and recompletions; provided that, the position of KMG in such proceedings is consistent with this Agreement. 13. MINING PLANS. Lafarge has provided copies to KMG of its Mining Permit and the engineering structural report prepared in connection with the Mining Permit (the "Plans"). KMG acknowledges receipt of the Plans and does not object to the Plans; provided, however, KMG does not in any way thereby either waive its rights under this Agreement or the obligations or agreements of Lafarge in this Agreement. 14. RESTRICTED USE OF THE SURFACE BY KMG. Except for the Oil and Gas Operations Areas, Production Facility Locations, Petroleum Pipeline Easements, Pipelines and the access roads provided for in this Agreement, KMG shall not occupy the surface of the Property, except in the events of an emergency or for reasonable - 9 - " incidental, temporary and non-damaging activities, for which KMG shall be responsible for any damages that it causes that may occur to the Property. 15. LIMITATION OF LIABILITY, RELEASE AND INDEMNITY. a. No party shall be liable for, or be required to pay for, special, punitive, exemplary, incidental, consequential or indirect damages to any other party for activities undertaken within the scope of this agreement. b. Except as to claims arising out of pollution or environmental damage (which claims are governed by section 16 below) or out of other provisions of this Agreement (which claims shall be governed by the terms of this Agreement), each party shall be and remain responsible for its own liability for all losses, claims, damages, demands, suits, causes of action, fines, penalties, expenses and liabilities, including without limitation, attorneys' fees and other costs associated therewith (all of the aforesaid herein referred to collectively as "Claims"), arising out of or connected with each such party's ownership or operations on the Property, no matter when asserted, subject to applicable statutes of limitations. Each party shall release, defend, indemnify and hold the other party, its officers, directors, employees, successors and assigns, harmless against all such Claims. This provision does not, and shall not be construed to, create any rights in persons or entities not a party to this Agreement, nor does it create any separate rights in parties to this Agreement, other than the right to be indemnified for Claims as provided herein. c. Upon the assignment or conveyance of a party's entire interest in the Property, that party shall be released from the indemnification in section 15.b. above, for all actions or occurrences happening after such assignment or conveyance. 16. ENVIRONMENTAL INDEMNITY. The provisions of section 15 above, except for section 15.a., shall not apply to any environmental matters, which shall be governed exclusively by the following, subject to the limitations of section 15.a. above: a. "Environmental Claims" shall mean all Claims asserted by governmental bodies or other third parties for pollution or environmental damage of any kind, arising from operations on or ownership of the Property or ownership of the oil and gas leasehold interests, whichever is applicable, and all cleanup and remediation costs, fines and penalties associated therewith, including but not limited to any Claims arising from Environmental Laws or relating to asbestos or to naturally occurring radioactive material. Environmental Claims shall not include the costs of any remediation undertaken voluntarily by any party, unless such remediation is performed under the imminent threat of a Claim by a governmental body or other third party. b. "Environmental Laws" shall mean any laws, regulations, rules, ordinances, or order of any governmental authority(ies), which relate to or otherwise impose liability, obligations, or standards with respect to pollution or the protection of the environment, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 466 et seq.), the Safe - 10 - Drinking Water Act (14 U.S.C. §§ 1401-1450), the Hazardous Material Transportation Act (49 U.S.C. §§ 1801 et seq.), the Clean Air Act, and the Toxic Substances Control Act (15 U.S.C. §§ 2601-2629). c. Environmental Indemnification. KMG shall indemnify and hold harmless Lafarge, its successors and assigns, from Environmental Claims relating to KMG's oil and gas leasehold under the Property, that arise out of KMG's operations on the Property. Lafarge shall defend, indemnify and hold harmless KMG from Environmental Claims relating to the Property that arise out of its ownership, leasehold interests, operations or development of the Property. 17. EXCLUSION FROM INDEMNITIES. The indemnities of the parties herein shall not cover or include any amounts for which the indemnified party is actually reimbursed by any third party. The indemnities in this Agreement shall not relieve any party from any obligations to third parties. 18. NOTICE OF CLAIM FOR INDEMNIFICATION. If a Claim is asserted against a party for which the other party would be liable under the provisions of section 15 or section 16 above, it is a condition precedent to the indemnifying party's obligations hereunder that the indemnified party give the indemnifying party written notice of the Claim setting forth all particulars of the Claim, as known by the indemnified party, including a copy of the Claim (if it is a written Claim). The indemnified party shall make a good faith effort to notify the indemnifying party within ten (10) days of receipt of a Claim and shall effect such notice in all events within such time as will allow the indemnifying party to defend against such Claim. An indemnifying party shall not be obligated to reimburse an indemnified party for amounts paid in settlement of an indemnified claim unless the indemnifying party has agreed to the settlement, which agreement shall not be unreasonably withheld or delayed. 19. REPRESENTATIONS. Each party represents that it has the full right and authority to enter into this Agreement with respect to the surface estate or leasehold interests or oil and gas leasehold interests it owns in the Property. KMG does not represent that it has rights to settle matters for any mineral owner or any other oil and gas lessee for the Property, and this Agreement shall only apply to and bind KMG as to its oil and gas leasehold interests in the Property. 20. INDIVIDUAL LIABILITY OF PETROLEUM LESSEES. The liability of KMG to perform any obligation hereunder or to comply with any agreement included herein or with any state or local rule or regulation is individual and not joint or collective. This Agreement does not create a joint venture or partnership between or among KMG and any other party which owns or acquires oil and gas leasehold interests in the Property. 21. LETTER AGREEMENT. Concurrently with the execution of this Agreement, the parties have executed a letter agreement which delineates the parties obligations with respect to directional drilling ("Letter Agreement"). In consideration of the agreement of KMG to restrict its use of the surface estate - 11 - ^ for the Property as set forth in this Agreement, Lafarge agrees to compensate KMG in accordance with the terms of the Letter Agreement. 22. SUCCESSORS AND ASSIGNS. The terms, covenants, and conditions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, successors and assigns for KMG shall be limited to only those assignees under the oil and gas leases that are owned by KMG. 23. TERM. This Agreement shall become effective as of the date written above and shall remain in full force and effect until the latest to occur of the following: i) all of KMG's oil and gas leasehold interests in the Property have expired or are terminated, and KMG has plugged and abandoned all Wells it operates on the Property and complied with all reclamation and other requirements in its oil and gas leases and of the COGCC and other entities having jurisdiction; or ii) all of Lafarge's sand, gravel and aggregate mining leasehold interests in the Property have expired or are terminated (as to the portion of the Property leased by Lafarge), and Lafarge has complied with all reclamation and other requirements in its mining leases and Mining Permit and with all other applicable provisions in the mining leases, Mining Permit and state and local permits and rules and regulations. At the time this Agreement terminates, the parties shall execute releases that state that this Agreement no longer applies to the Property, except with respect to the indemnities in this Agreement, which indemnities shall survive termination to the extent provided herein. 24. NOTICES. Any notice or other communication required or permitted under this Agreement shall be given in writing by any of: i) personal delivery; ii) expedited delivery service with proof of delivery; iii) United States mail, postage prepaid, and registered with certified mail with return receipt requested; or iv) prepaid telecopy or fax, the receipt of which shall be acknowledged, addressed as follows: If to KMG: Ken McGee Oil & Gas Onshore LP 1999 Broadway, Suite 3700 Denver, Colorado 80202 Attention: Director of Land Denver Basin Lafarge: Lafarge West, Inc. 10170 Church Ranch Way, Suite 200 Westminster, Colorado 80021 Attention: Director of Lands - 12 - Any party may, by written notice so delivered to the other parties, change the address or individual to whom delivery shall thereafter be made. 25. RECORDING. This Agreement and any amendments shall be recorded by KMG, and KMG shall provide Lafarge with copies showing the recording information as soon as practicable thereafter. 26. SURFACE DAMAGES; WAIVER OF PAYMENTS. In consideration of the respective rights, obligations and benefits of the parties as outlined herein, this Agreement shall constitute a surface use or surface damage agreement as described or provided for in any current or future rule or regulation of the COGCC or any local jurisdiction, state statute or at common law and in any oil and gas lease. Lafarge hereby waives all surface damage payments or other such payments for the use of the Property or portions thereof pursuant to any current or future COGCC or local regulation, state statute, common law or oil and gas lease or agreement for each and every well and relate wellsite that is or will be drilled and located within the Oil and Gas Operations Areas and for Production Facility Locations and Pipelines and Petroleum Pipeline Easements and access roads. KMG may provide a copy of this Agreement to the COGCC or to any local jurisdiction, person or entity or any court of law as evidence of this waiver. The term "surface damages payments" as used herein shall be given the meaning commonly used in the oil and gas industry. 27. NO PRIVATE RIGHT OF ACTION. Nothing in this Agreement creates a private right of action under any state statute or state or local rule or regulation, including the regulations of the COGCC and the provisions of the Colorado Oil and Gas Conservation Act at C.R.S. 34-60-101 et.seq. 28. CONSTRUCTION. The parties have participated jointly in the negotiating and drafting of this Agreement. In the event ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties. and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word"including" shall mean including, without limitation. 29. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its conflict of laws provisions. 30. ENTIRE AGREEMENT. This Agreement and the letter agreement referenced in section 21 set forth the entire understanding between the parties regarding the matters addressed herein, and supersedes any - 13 - previous communications, representations or agreement, whether oral or written. This Agreement shall not be amended, except by written document signed by the parties. 31. EXECUTION AND BINDING EFFECT. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute one and the same instrument. This Agreement is executed by the parties on the dates set forth in the acknowledgements, but to be effective on the date set forth above. KERR-McGEE OIL & GAS ONSHORE LP By: Attorney-in-fact LAFARGE WEST, INC. By: Name: Title: ACKNOWLEDGMENTS STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this_ day of 2007,by , as Attorney-in-Fact of Kerr McGee Oil & Gas Onshore LP, on behalf of such company. Witness my hand and official seal. Notary Public My Commission Expires: - 14 - r STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2007, by as of Lafarge West, Inc. Witness my hand and official seal. Notary Public My Commission Expires: - 15 - Page 1 of 3 King, James From: Jennifer Vecchi [vecchiassociates@comcast.net] Sent: Thursday, January 04, 2007 2:05 PM To: King, James; Eric.Reckentine@lafarge-na.com Subject: FW: Overhead powerline situation in 1N66Wsec18 From: Butera, John [mailto:John.Butera@anadarko.com] Sent: Thursday, January 04, 2007 1:19 PM To: Jennifer Vecchi Subject: RE: Overhead powerline situation in 1N66Wsec18 That is correct. I have put a call into Molly to check on the progress of the SUA. From: Jennifer Vecchi [mailto:vecchiassociates@comcast.net] Sent: Thursday, January 04, 2007 11:33 AM To: Butera, John Cc: 'King, James'; Eric.Reckentine@lafarge-na.com; mbuchanan@vbllplaw.com Subject: RE: Overhead powerline situation in 1N66Wsec18 _. John, I will let you know when the stakes have been checked. Due to the snow, it could be several weeks. I just want to clarify with you that we want to proceed with getting the Surface Use Agreement signed and that the field check will not delay that. Thanks. Jennifer From: Butera, John [mailto:John.Butera@anadarko.com] Sent: Thursday, January 04, 2007 8:45 AM To: Jennifer Vecchi Cc: King, James; Eric.Reckentine@lafarge-na.com; mbuchanan@woodrow-sobel.com Subject: RE: Overhead powerline situation in 1N66Wsec18 Thanks Jennifer. Let me know when the stakes have been approved but we will continue to move forward. From: Jennifer Vecchi [mailto:vecchiassociates@comcast.net] Sent: Wednesday, January 03, 2007 11:49 AM To: Butera, John Cc: 'King, James'; Eric.Reckentine@lafarge-na.com; mbuchanan@woodrow-sobel.com Subject: RE: Overhead powerline situation in 1N66Wsec18 John, As we discussed, I spoke with Eric Reckentine regarding the power line relocation. Lafarge is willing to relocate the power line at their expense outside of the Operations Area identified on pg. 8 of 8 of Exhibit B (Kerr Mc Gee Exhibits to the Surface Use Agreement). The Surface Use Agreement will include language that will address this issue and the Exhibits will not change. EXHIBIT I �.. ,3 2/6/2007 'at . Page 2 of 3 Further, Eric will have someone from Lafarge field check the stakes that were placed at the new well locations. However, this should not delay finalizing the Surface Use Agreement because as long as the stakes are generally consistent with the new well locations identified on Exhibit B, adjustments can be made in the field as necessary for their mining operation. We would appreciate your continued assistance in finalizing the Surface Use Agreement and acceptance of the Exhibits. Thank you. Jennifer Vecchi From: Butera, John [mailto:John.Butera@anadarko.com] Sent: Tuesday, December 19, 2006 7:12 AM To: Jennifer Vecchi Subject: FW: Overhead powerline situation in 1N66Wsec18 Jennifer, Attached are the options if the pipeline is not moved. Let me know what you choose to do and if it is in fact moving the powerline, I will have Molly address that in the agreement. Thanks, John From: Voelker, Andrew Sent: Monday, December 18, 2006 5:06 PM To: Butera, John .-. Cc: Bell, David Subject: Overhead powerline situation in 1N66Wsec18 John, The attached pdf. should give you a pretty good idea of what you are looking at for options with that powerline. Let me know if you need it edited. Thanks, Andrew J. Voelker Associate Landman 303-655-4322 (office) 303-710-1481 (mobile) n ,,�� 'Petro �Cc porat n *Please note my E-Mail Address has changed. Please update your contact list* Anadarko Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, 2/6/2007 Page 3 of 3 confidential or otherwise protected from disclosure. If you have ,.,received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. *Please note my E-Mail Address has changed. Please update your contact list* Anadarko Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2/6/2007 Page 1 of 2 King, James From: Jennifer Vecchi [vecchiassociates@comcast.net] Sent: Thursday, January 04, 2007 11:33 AM To: 'Butera, John' Cc: King, James; Eric.Reckentine@lafarge-na.com; mbuchanan@vbllplaw.com Subject: RE: Overhead powerline situation in 1N66Wsec18 John, I will let you know when the stakes have been checked. Due to the snow, it could be several weeks. I just want to clarify with you that we want to proceed with getting the Surface Use Agreement signed and that the field check will not delay that. Thanks. Jennifer From: Butera, John [mailto:John.Butera@anadarko.com] Sent: Thursday, January 04, 2007 8:45 AM To: Jennifer Vecchi Cc: King, James; Eric.Reckentine@lafarge-na.com; mbuchanan@woodrow-sobel.com Subject: RE: Overhead powerline situation in 1N66Wsec18 Thanks Jennifer. Let me know when the stakes have been approved but we will continue to move forward. From: Jennifer Vecchi [mailto:vecchiassociates@comcast.net] Sent: Wednesday, January 03, 2007 11:49 AM To: Butera, John Cc: 'King, James'; Eric.Reckentine@lafarge-na.com; mbuchanan@woodrow-sobel.com Subject: RE: Overhead powerline situation in 1N66Wsec18 John, As we discussed, I spoke with Eric Reckentine regarding the power line relocation. Lafarge is willing to relocate the power line at their expense outside of the Operations Area identified on pg. 8 of 8 of Exhibit B (Kerr Mc Gee Exhibits to the Surface Use Agreement). The Surface Use Agreement will include language that will address this issue and the Exhibits will not change. Further, Eric will have someone from Lafarge field check the stakes that were placed at the new well locations. However, this should not delay finalizing the Surface Use Agreement because as long as the stakes are generally consistent with the new well locations identified on Exhibit B, adjustments can be made in the field as necessary for their mining operation. We would appreciate your continued assistance in finalizing the Surface Use Agreement and acceptance of the Exhibits. Thank you. Jennifer Vecchi From: Butera, John [mailto:John.Butera@anadarko.com] Sent: Tuesday, December 19, 2006 7:12 AM To: Jennifer Vecchi Subject: FW: Overhead powerline situation in 1N66Wsec18 2/6/2007 • Page 2 of 2 Jennifer, Attached are the options if the pipeline is not moved. Let me know what you choose to do and if it is in fact moving the powerline, I will have Molly address that in the agreement. Thanks, John From: Voelker, Andrew Sent: Monday, December 18, 2006 5:06 PM To: Butera, John Cc: Bell, David Subject: Overhead powerline situation in 1N66Wsec18 John, The attached pdf. should give you a pretty good idea of what you are looking at for options with that powerline. Let me know if you need it edited. Thanks, Andrew J. Voelker Associate Landman 303-655-4322 (office) 303-710-1481 (mobile) ,a Petroleum Corporation *Please note my E-Mail Address has changed. Please update your contact list* Anadarko Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2/6/2007 Page 1 of 2 King, James From: Butera, John [John.Butera@anadarko.com] Sent: Thursday, January 04, 2007 8:45 AM To: Jennifer Vecchi Cc: King, James; Eric.Reckentine@lafarge-na.com; mbuchanan@woodrow-sobel.com Subject: RE: Overhead powerline situation in 1N66Wsec18 Thanks Jennifer. Let me know when the stakes have been approved but we will continue to move forward. From: Jennifer Vecchi [mailto:vecchiassociates@comcast.net] Sent: Wednesday, January 03, 2007 11:49 AM To: Butera, John Cc: 'King, James'; Eric.Reckentine@lafarge-na.com; mbuchanan@woodrow-sobel.com Subject: RE: Overhead powerline situation in 1N66Wsec18 John, As we discussed, I spoke with Eric Reckentine regarding the power line relocation. Lafarge is willing to relocate the power line at their expense outside of the Operations Area identified on pg. 8 of 8 of Exhibit B (Kerr Mc Gee Exhibits to the Surface Use Agreement). The Surface Use Agreement will include language that will address this issue and the Exhibits will not change. Further, Eric will have someone from Lafarge field check the stakes that were placed at the new well locations. However, this should not delay finalizing the Surface Use Agreement because as long as the stakes are generally consistent with the new well locations identified on Exhibit B, adjustments can be made in the field as necessary for their mining operation. We would appreciate your continued assistance in finalizing the Surface Use Agreement and acceptance of the Exhibits. Thank you. Jennifer Vecchi From: Butera, John [mailto:John.Butera@anadarko.com] Sent: Tuesday, December 19, 2006 7:12 AM To: Jennifer Vecchi Subject: FW: Overhead powerline situation in 1N66Wsec18 Jennifer, Attached are the options if the pipeline is not moved. Let me know what you choose to do and if it is in fact moving the powerline, I will have Molly address that in the agreement. Thanks, John From: Voelker, Andrew Sent: Monday, December 18, 2006 5:06 PM To: Butera, John Cc: Bell, David Subject: Overhead powerline situation in 1N66Wsec18 2/6/2007 • Page 2 of 2 John, The attached pdf. should give you a pretty good idea of what you are looking at for options with that powerline. Let me know if you need it edited. Thanks, Andrew J. Voelker Associate Landman 303-655-4322 (office) 303-710-1481 (mobile) Alladiarkist Petroleum CorporatIon *Please note my E-Mail Address has changed. Please update your contact list* Anadarko Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2/6/2007 Page 1 of 2 King, James From: Jennifer Vecchi [vecchiassociates@comcast.net] Sent: Wednesday, January 03, 2007 11:49 AM To: 'Butera, John' Cc: King, James; Eric.Reckentine@lafarge-na.com; mbuchanan@woodrow-sobel.com Subject: RE: Overhead powerline situation in 1N66Wsec18 John, As we discussed, I spoke with Eric Reckentine regarding the power line relocation. Lafarge is willing to relocate the power line at their expense outside of the Operations Area identified on pg. 8 of 8 of Exhibit B (Kerr Mc Gee Exhibits to the Surface Use Agreement). The Surface Use Agreement will include language that will address this issue and the Exhibits will not change. Further, Eric will have someone from Lafarge field check the stakes that were placed at the new well locations. However, this should not delay finalizing the Surface Use Agreement because as long as the stakes are generally consistent with the new well locations identified on Exhibit B, adjustments can be made in the field as necessary for their mining operation. We would appreciate your continued assistance in finalizing the Surface Use Agreement and acceptance of the Exhibits. Thank you. Jennifer Vecchi From: Butera, John [mailto:John.Butera@anadarko.com] Sent: Tuesday, December 19, 2006 7:12 AM To: Jennifer Vecchi Subject: FW: Overhead powerline situation in 1N66Wsec18 Jennifer, Attached are the options if the pipeline is not moved. Let me know what you choose to do and if it is in fact moving the powerline, I will have Molly address that in the agreement. Thanks, John From: Voelker, Andrew Sent: Monday, December 18, 2006 5:06 PM To: Butera, John Cc: Bell, David Subject: Overhead powerline situation in 1N66Wsec18 John, The attached pdf. should give you a pretty good idea of what you are looking at for options with that powerline. Let me know if you need it edited. Thanks, Andrew J. Voelker Associate Landman 303-655-4322 (office) 2/6/2007 Page 2 of 2 303-710-1481 (mobile) � 0 *Please note my E-Mail Address has changed. Please update your contact list* Anadarko Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2/6/2007 Page 1 of 2 King, James From: Jennifer Vecchi [vecchiassociates@comcast.net] Sent: Wednesday, January 03, 2007 9:48 AM To: King, James Subject: FW: Overhead powerline situation in 1N66Wsec18 From: Butera, John [mailto:John.Butera@anadarko.com] Sent: Tuesday, December 19, 2006 7:12 AM To: Jennifer Vecchi Subject: FW: Overhead powerline situation in 1N66Wsec18 Jennifer, Attached are the options if the pipeline is not moved. Let me know what you choose to do and if it is in fact moving the powerline, I will have Molly address that in the agreement. Thanks, John From: Voelker, Andrew Sent: Monday, December 18, 2006 5:06 PM To: Butera, John Cc: Bell, David Subject: Overhead powerline situation in 1N66Wsec18 John, The attached pdf. should give you a pretty good idea of what you are looking at for options with that powerline. Let me know if you need it edited. Thanks, Andrew J. Voelker Associate Landman 303-655-4322 (office) 303-710-1481 (mobile) Antradariqpit Petroleum Corporation *Please note my E-Mail Address has changed. Please update your contact list* 2/6/2007 Page 2 of 2 Anadarko Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2/6/2007 Well Schematic in SW/4 of 1 North, 66 West, Section 18 r s1 �61�1861RC:' at Kev # Current Proposed Well I I '° a "1 Viable Proposed Wellhead � • S. Overhead Power Line : ¢ I.egal Dulling Window I _ i Based on the existing power line we are required to be one rig height and a half(225') away from the power line at the time of drilling. Because of this, the closest we could place the well is at the location shown above with approximate footages of 845' FSL, 605' FWL, and 800' FSL, 605' FWL. *The shown diagrams and footages are approximations. Message Page 1 of 2 King, James From: King, James Sent: Tuesday, December 19, 2006 6:08 PM To: 'mbuchanan@woodrow-sobel.com' Cc: Eric.Reckentine@lafarge-na.com; 'Mike Morison'; Jennifer Vecchi Subject: FW: Riverbend/LaFarge oil facility maps Molly, to my knowledge, these were the drawings that will be used for the agreement. If there are other documents you do not think you have, please let me know as soon as possible. Jim King Original Message From: Mike Morison [mailto:Mike.Morison@ttrmc.com] Sent: Monday, December 11, 2006 4:49 PM To: Butera, John Cc: Molly Sommerville; King, James; eric.reckentine@lafarge-na.com; vecchiassociates@comcast.net; Pam Hora Subject: re: Riverbend/LaFarge oil facility maps Please find attached, Exhibit B revised 12-11-06 and labeled "final draft 12-11-06". Sheet no. 3 was revised to reflect future tank facility in Northeast corner of the plant site per discussion with John Butera on 12-11-06. MICHAEL A. MORISON TETRA TECH RMC 1900 SO. SUNSET ST., SUITE 1F LONGMONT, COLORADO 80501 303-772-5282X213 DISCLAIMER STATEMENT-USE OF ELECTRONIC DATA FILES TETRA TECH, RMC The electronic data files (Files) furnished by Tetra Tech, Inc. (Tetra Tech), and any subsidiaries of Tetra Tech, to the person or entity receiving the Files (User) are provided only for the convenience of the User, and only for its sole use. USER AGREES THAT, BY OPENING THE PACKAGE CONTAINING THE FILES, USER SHALL BE BOUND BY AND SUBJECT TO THE TERMS OF THIS DISCLAIMER. User recognizes that the Files may not be adequate or appropriate for User's needs. In the case of any defects in the Files or any discrepancies between the Files and the hardcopy of the Files bearing the seal of Tetra Tech's professional registrant, 2/6/2007 Message Page 2 of 2 the sealed hardcopy shall govern. User accepts the Files on an "as-is" basis, with any and all faults. 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The duty to defend, indemnify, and hold Tetra Tech harmless shall apply regardless of whether such claims, damages, losses, costs, and expenses arise out of causes of action for tort, including negligence, contract, warranty, or strict liability. 2/6/2007 R67W R66W L n7 „ ;iiijl.. }'. • WEST, INC. Iil PROP"TY �% I i SEC. 12 , I SEC.? 7 I LAFARGE I ITYbF III f WEST,INC- `i� NTO' '' L` PROPERTY ( PRO'; R \ . i � IKUNIA � lad �vI �t i TIN iY J1\ = Hll I �¢ SEC. 13 i u_,i // SE . 18 • - N NE a + im um 1 co o P 11�A�� 1 K L� t z Q I I 1 �� IC I _(9 I ZI AI i WCR 8 i T ,1 ;, i `i� INS.. us i 7: '1i TY 2 _. ' I. SE . 24� #"��; SEC 19 I �RIVERBEND � i BOUNDARY---"-' 6 x i Ay OUS. I i , I `J WCR 6 �_ , '� L,_._._._._,_. FINAL DRAFT12-11 -06 North KERR-McGEE OIL& GAS WELL OPERATIONS ‘ii% EXHIBIT "B" SECTIONS 12, 13 AND 24,T1 N, R67W, PARCEL SECTIONS 7, 18 AND 19, T1 N, R66W, 6TH P.M., WELD COUNTY COLORADO OWNERSHIP/LEASE TETRA TECH RMC 0 1000' 2ooa MAP 1906 5. SUNSET ST., SUITE 1-F, L0NGM0NT CO 80501 TEL 303.7725282 METRO 303 665 6283 FAX FA% 303.665.6959 SCALE: 1"=2000' RIVERBEND OIL & CAS WELL OPER.ATIONS1 OF 8 80-4137.012.00 R67W R66W ‘:\ II I �� } 11 SEC. 12 i SEe.�' i i i I J ! I___Nil 1 I -"i ! i I I. w,. SEC. 13 ! /1 ' ! imi Nis a um a + in on 11H CHASti,1 ¢ i j 'l _ ! c_� W ,,-- ------ _ ��r:;PAGE '" ' > �_' : -7 P ,E�„1��. f i ! , ,t�,.1'1 , SEC'! 19 i !i \ ^ I , 1 RIVERBEND ` ,,�1' ! BOUNDARY ------ 4, ' '` _` ` i i tI, ! WCR 6 } dr 1 FINAL DRAFTI12-11 -06 0, North KERR-McGEE OIL & GAS WELL OPERATIONS SECTIONS 12, 13 AND 24, T1N, R67W, KEY MAP SECTIONS 7, 18 AND 19,Ti N, R66W, 6TH P.M., WELD COUNTY COLORADO 0 1000' 2000' © TETRA TECH RMC 1900 S. SUNSET ST., SUITE 1-F, L0NGM0NT, CO 80501 TEL 303772.5232 METRO 303.665.6283 FAX 303.565.6959 SCALE: 111=2000' RIVERBEND OIL & GAS WELL OPEPATIONS2 OF 8 80-4137.012.00 MATCHLINE-SEE SHEET NO. 4 I�r r S. - S. - qrr ,.- I s FRitrFR KERB cGEE • W FUTURE { ♦ _<F �' c�` — _ GAS WEL� I r:� " R ,1 ♦; -� - ♦-> `� 140'WIDE PETROLEUM KERB-McGEE �' " "7 ♦ � tot..., , PIPELINE EASEMENT EXISTING ♦ 9• • - �:Ere � . AND ACCESS ROAD SWELL &2..\.,, * r 40'WIDE PETROLEUM �� , '% � 1' l -es::: -4„-e•-,-54- -`' - KERRM CGEE i�i PIPELINE EASEMENT i � , �- — i'll AND ACCESS ROAD 1 L I KERR-McGEE FUTURE tub I tit FUTURE TANK STORAGE 4,t GAS WELL i i ' t 1 e-I I It 1 KERR-McGEE t I 1,,1 EXISTING I Itt�t GAS WELL �%'T `'••s KERR-McGEIE 60'WIDE PETROLEUM ,t • , PIPELINE EASEMENT / ! EXISTING TAtIK i ) • . AND ACCESS ROAD 4 ;t STRUCTURE; I ANA i••• •-•-_:.,.... 1 0 %4 � V "� \ I --- *-----4.,- , �. I S• • ikj v' 4 pal% ' D -..D> "._- - -- - - - 7191" ,` e. N\ FUTURE % ft � ' 0.,' GAS WELL ` GAS WELLS �•••4. V ro R • .1.^ KERR-McGEE FUTURE �4. ♦ PRODUCTION ` N 40 WIDE PETRE Uwl� % % ; • FACILITY AREA �� PIPELINE EAST fit` . N .• . . AND ACCESS RU v' ` . ` �.� t ti. , ; WCR 6 w,. _ FINAL DRAFT LEGEND: —D— DIRECTIONAL DRILLING ---- EXISTING PETROLEUM PIPELINE 12-11 -06 -G P POELINEEROUTE D PETROLEUM EATO EMENT AND BE ACCESS ROAD BE ABANDONED North PETROLEUM PIPELINE TO BE ABANDONED KERR-McGEE OIL & GAS WELL OPERATIONS IN 40'PETROLEUM PIPELINE EASEMENT SW 1/4, SECTION 19, 11 N, R66W, 6TH P.M. AND ACCESS ROAD(OR AS SHOWN) WELD COUNTY, COLORADO --- DRILL WINDOWS 0 150' 300' •ii TANK/GAS WELL TETRA TECH RMC •, <:--- - EXISTING PETROLEUM PIPELINE FM 1900 S. SUNSET ST., SUITE 1-F, LONGMONT CO 80501 ILL 303.772.5282 METRO 303.665.6253 F:X 303 665 6959 SCALE: 1"=300' Nina, OIL AND GAS OPERATIONS PIVERBEND GIL & GAS WELL OPERAIIONS3 OF 8 AREA 80--1137.012.00 I _ I I ,,,,, ,4 ' MATCHLINE-SEE'SHEET NO. 5 , 1 - - - - - - - I- - . - tt N ' 30'WIDE PETROLEUM I I PIPELINE EASEMENT �, AND ACCESS ROAD ir I J \>� 1 11 � 1 , rl 4 \ iii 1 I KERB-M GEE se `\ ' ? 4 FUTURE' I \ ' IA i ' GAS WELL rts,7,�' a�I ° ) �'_ % A HLINE-SEE SHEET NO. 3 � � �cgrr 1 FRILFR ' LEGEND: CITY OF AURORA WELL North r . 30'A EASEMENT UMAND PIPEACCESS FINAL DRAFT 12-11 -06 �'�'�'� EASEMENT AND ACCESS ROAD iiii - -G- - PETROLEUM PIPELINE ROUTE KERR-McGEE OIL & GAS WELL OPERATIONS IN NW 1/4, SECTION 19, T1 N, R66W, 6TH P.M. o 150 --- DRILL WINDOWS WELD COUNTY, COLORADO 1 300' ■ TANK/GAS WELL - � ■ TETRATECH RMC SCALE: 1"=300' OIL AND GAS 1900 S. SUNSET ST., SUITE 1-F, LONCMONT, CO 80501 „ants' OPERATIONS AREA TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 RIVERDEND OIL 8t. CAS WELL OPERATI0NS4 OF Q 80-4137.012.00 �+ W - - .- ) l 2' . PETROLEUM I .{ ,I in-1 1 y , PIPELINE EASEMENT (, G . � WIDE PETROLEUM "Ise FUTURE EN AN' Al // LINE EASEMENT GAS WELL 1 ./,/ ' AND ACCESS ROAD ' t; I'' , , ill i IL / i 1 1 ' if / ,' r , r�, r:. tl T__ I KERRMcGEE' 1 FUTURE �•' , E I' UAc VA L'_S ( i A Y 1: t I \ \, 9 I . 4 It I' IiIIIJI,, ' \ L1) , T NKISTORAGE ji •" ',, 4.,\I : 4 0 �Ii -4-11---`..N: tc ' 1' ^ — KERR McGEE (, EXISTINGI GAS µrEI. I I III KERR-McGEE I_I it sin- -1 rrl FUTURE KERR McGEE A 4 1 FUTURE I PRODUCTION GAS WELLS "-..� _ 1 FACILITY AREA I — —R _ 1 1 III a OP j j 0 b,.: ,,, .toss j I Kt I III I FUTURE I I I GAS WELL br ! MATCHLINE-S E SHEET NO. 4 MIME MIMI 101111•1 LEGEND: FINAL CITY OF AURORA WELL KP KAUFMAN OIL AND GAS 'W EONCNAWELTIONS AREA DRAFT s 30'PETROLEUM PIPELINE North EASEMENT AND ACCESS ROAD _ _G__ PETROLEUMPIPELINEkri ; ENCANAOILANDGAS 12-1 1 -0€ RELOCATION ROUTE OPERATIONS AREA PETROLEUM PIPELINE TO KERR-McGEE OIL & GAS WELL OPERATIONS IN BE ABANDONED NW 1/4, SECTION 19, T1 N, R66W, 6TH P.M. ---DRILL WINDOW WELD COUNTY, COLORADO 160' 300 ■N TANK/GAS WELL c �J RMC aKERR IM GEE OIL AND GAS ^ METRO 3 G j FAA ` unit 665 PIPELINES © TETRAETSTSUITE �I0 SCAL1900 S E: OPERATIONS AREA RIVERDEND 011- & GAD WELL OPERATIONS5 OF 8 80-4137,012.00 " - !- I I; 'I 1, I, Ii OI' � 'I, Li = I CB LL; I w' I I '; Cf) w I 30' WIPE PETROLEUM I I o PIPELINE EASEMENT :'; I Q AND ACCESS ROAD �' I1,749- FURURREcGEE j i s I• GAS WELL 17 OOvC , • • O4:p�; �- i- r� s -: rrc � /4i_a. Mc EE 11 Eli G-I�..G 4-C f(rf.-G-G-G-C G-I,-G-G--CMG-(rG-.U-G_b ill LEGEND: .-- G-- PETROLEUM PIPELINE ROUTE North —D— DIRECTIONAL DRILL FINAL DRAFT 12-11 -0€ 30'PETROLEUM PIPELINE KERR-McGEE OIL & GAS WELL OPERATIONS IN -- -`= EASEMENT AND ACCESSROAD NE 1/4, SECTION 24, T1N, R67W, 6TH P.M. -_- DRILL WINDOWS WELD COUNTY, COLORADO .--. ■E TANK/GAS WELL 0 100' 200' TETRA TECH RMC ..._ EXISTING PETROLEUM PIPELINE It 1900 S. SUNSET ST., SUITE 1-F, L0NGM0NT, CO 80501 IMIIIE OIL AND GAS OPERATIONS TEL 303 772.5282 METRO 303 665 6283 FAX 303.665.69`9 SCALE: 1'=200' -��'NA AREA RIVERBEND OIL & CAE WELL 0PER.ATI0NS6 OF 8 80-4137.012.00 �+ �1 c1, WCR 8 1 ..-74,1 ,tI .-- j3 I�F � 9 1 �� t c 30 WIDE PETROLEUM "Ps -I - - .FIPELItM EASEMENT_ - . , � � I 30'WIDE PETROLEUM -h.:.< I PIPELINE EASEMENT �' 1 ZI�. AND ACCESS ROAD II 1 I I II I CO � Air 1 It�♦ I— I 1w tlI a I I qP ' 50' , 4 `= LU -y -}1--- 1 II 1 c CD 11/44 � ' I`' ( IIi ce W KERR McGEE'� 1�'1`' I�� '• • fi 0 i w FUTURE ,�• '•�,4 :4i II; Iz -' I I�GAS WELLS y'I i�/ _ 1� r Iii ,, /- rd b � U II 1 F— I � ii p , f -_I 11,\. N !--_-_ 1 N.V • 1 II I i �.-a - e _ �.r r _ _- KERR McGEE ,( KERR Ms rvinrui, LEGEND: EXISTING I TANK STORAGE EXISTING KP KAUFFMAN GAS WELL i 4./ c-, 30'PETROLEUM PIPELINE % / 1 it j'' • '-"' =' EASEMENT AND ACCESS ROAD ' ! ! „.,-1 North ---DRILL WINDOWS FINAL DRAFT 12-11 -06 ii. ■ FUTURE KERR-McGEE GAS WELL KERR-McGEE OIL & GAS WELL OPERATIONS IN EXISTING PETROLEUM PIPELINE NE 1/4, SECTION 24, T1 N, R67W, 6TH P.M. 200' WELD COUNTY, COLORADO KERR-McGEE OIL AND GAS 00 ••�� OPERATIONS AREA TETRA TECH RMC �us KP KAUFMAN OIL AND GAS ' r'A�• 1900 S SUNSET SL, SUITE 1-F, I.0NGM0NT, CG 80501 SCALE: 1"=200' +s'a'. OPERATIONS AREA TEL 303772.5282 METRO 303.665.6283 F'A 303.665.6959 ---G-- PETROLEUM PIPELINE ROUTE RIVERDEND OIL & GAS WELL OPERATIONS of 8 80-4137.012.00 v III --,---� (\ i� r / , c II oI I /\ 4,R1 % I I � ii A () / '4 I T� R HI KERB Mc�GEE�s sip lI I S�/' ---"- C-- FUTURE „ I \ GAS WELLS '' -Ilt ] ',' d II 1: trt, „,,,----s— Y✓ I ` ". �;EX STING \ , II rek '- t ".. G'TANK STO E tc 1' KERR AlII IW , T ,'l, cGEE • 4�yk�, . p c) IEXISTING i, !/I l'ee' ! mx GAS W�LL�r �- - i ' / f i(ERR-McGEE FUTURE - v A, i V , PRODUCTION FACILITY k i,,R '-;,� �� C9 • AREA KIRRMcGEE\ ilrn2,,, \i"isi k �V i G SWELLS I i.,� II i. %r \ 'l,J I' 30'PETROLEUM � I �, f, PIPELINE EASEMENT I UY I it Li-,- __ T -+- - _ _ _ a . , — -6r _r Orr_ , LEGEND: • e- CITY OF AURORA WELL 30'PETROLEUM PIPELINE FINAL DRAFT 12-11 -06 North EASEMENT AND ACCESS ROAD _ _G__ PETROLEUM PIPELINEari KERR-McGEE OIL & GAS WELL OPERATIONS IN RELOCATION ROUTE SW 1/4, SECTION 18, T1N, R66W, 6TH P.M. PETROLEUM PIPELINE TO BE ABANDONED WELD COUNTY, COLORADO 0 -130, 5o 300, 00 DRILL WINDOWS .. TANK/GAS WELL © TETRATECH RMC � c-� EXISTING PETROLEUM PIPELINE 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 SCALE: TEL 303.7725282 METRO 303.665.6283 FAX 303.665.6959 � , ins.,� KERR-McGEE OIL AND GAS OPERATIONS AREA RIVERBEND OIL & GAS WELL OPERATIONS8 OF 8 SD-4137.012.00 V V Page 1 of 2 King, James From: Mike Morison [Mike.Morison@ttrmc.comj Sent: Monday, December 11, 2006 4:49 PM To: Butera, John Cc: Molly Sommerville; King, James; eric.reckentine@lafarge-na.com; vecchiassociates@comcast.net; Pam Flora Subject: re: Riverbend/LaFarge oil facility maps Please find attached, Exhibit B revised 12-11-06 and labeled"final draft 12-11-06". Sheet no. 3 was revised to reflect future tank facility in Northeast corner of the plant site per discussion with John Butera on 12-11-06. MICHAEL A. MORISON TETRA TECH RMC 1900 SO. SUNSET ST., SUITE 1F LONGMONT, COLORADO 80501 303-772-5282X213 DISCLAIMER STATEMENT-USE OF ELECTRONIC DATA FILES TETRA TECH, RMC The electronic data files (Files) furnished by Tetra Tech, Inc. (Tetra Tech), and any subsidiaries of Tetra Tech, to the person or entity receiving the Files (User) are provided only for the convenience of the User, and only for its sole use. USER AGREES THAT, BY OPENING THE PACKAGE CONTAINING THE FILES, USER SHALL BE BOUND BY AND SUBJECT TO THE TERMS OF THIS DISCLAIMER. User recognizes that the Files may not be adequate or appropriate for User's needs. In the case of any defects in the Files or any discrepancies between the Files and the hardcopy of the Files bearing the seal of Tetra Tech's professional registrant, the sealed hardcopy shall govern. User accepts the Files on an "as-is" basis, with any and all faults. There are no express warranties made by Tetra Tech with respect to the Files, and any implied warranties are excluded. 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The duty to defend, indemnify, and hold Tetra Tech harmless shall apply regardless of whether such claims, damages, losses, costs, and expenses arise out of causes of action for tort, including negligence, contract, warranty, or strict liability. 2/6/2007 R67W R66W PI ycci> ; I LAFA• s. _ -. r1 VEST, INC. / PROP TY �_1! I 1 ! SEC. 12 I , SE .�rl7 I - LAFARGE I , ITYbF r IV ,,, WEST,INC _- , i„MO, 4 '' PROPERTY .I PRO': R l I Il Na. "AW" ----- I rl. I • v4IKUMA la , ,yi I T1N i. SEC. 13 ! „/ r` is SE 18 ! MI MIN MN IIMI I= Mill NM INN Viii 7-'-� d i> �l \ , ;I - I INC.® u 5 ' 1 TY iL \ c\ I ---SE L,;. 24` t ' LI9 . SEC's\ 19 i BOUNDARY -- � ' I ! RIVERBEND I 1 j il f(* a..1� it I I WCR6 !� •---•-•--7 I I FINAL DRAFTI12-11 -06 North KERR-McGEE OIL & GAS WELL OPERATIONS EXHIBIT "B" SECTIONS 12, 13 AND 24, TIN, R67W, PARCEL SECTIONS 7, 18 AND 19, T1 N, R66W, 6TH P.M., WELD COUNTY COLORADO OWNERSHIP/LEASE TETRATECH RMC 4 i- 2000' MAP � 1900 S SUNSET sT., SUITE 1—F, LONGMONT, 20 80501 - TEL 303.772.5282 METRO 303.665.6283 FAX 305.665.6959 SCALE: 1"=2000' RIVERBEND 011 & GAS WELL 0PERATI0NS1 OF 8 80-4137.012.00 • R67W R66W le., i i " i r, 1 SEC. 12 �, I SEC. 7 I i i I "a — �; 1 (- � ,- 1 ice._ ( �, 11 i T1N i m of ,;} I 4_ 'j a III U rf. 7 � ( ;� s 1 r �. - 1 • (W I I N . mss- r. 18 m N. am NE SEC. 13 i i E� PHA . � , „ ' ±- i : 'PAGE S er1� per i Ae_ t m I,, i ,, I \ SEU. 24' ,. ,�;4 ,�,''. SEG\19 \ i RIVERBEND • a_5 )1 I I I BOUNDARY ��, �"' 1 I il s a J ' 1, 1 , r�? t� • .• in. I WCR 6 '� St % - w1 '' _._._._._,_..1 +T i i FINAL DRAFT12-11 -06 I North KERR-McGEE OIL & GAS WELL OPERATIONS SECTIONS 12, 13 AND 24,T1N, R67W, KEY MAP SECTIONS 7, 18 AND 19,T1N, R66W, 6TH P.M., WELD COUNTY COLORADO 0 1000, 2000 TETRATECH RMC j '- 1900 S. SUNSET ST., SUITE 1--F, L0NGM0NT. Co 80501 TEL 303 772.5282 METRO 303.665.6283 FAX 303.665.6959 = SCALE: 1"=2000' RIVERBEND OIL & GAS WELL OPERATIONS2 OF 8 80-4137.012.00 MATCHLINE-SEE SHEET NO. 4 . __ , ,, ,_, :__,, , 1O p --- ______7_, _ _ _Tr ......„ ^ R1V ----"-------_-__--KE M�cGEE-..t I .ti -, F-d,_� FUTURE I • ,`.-K `!� _ ▪ c w --_--_ - S---:��'� GAS WELL;-`4 '. ` et 40'WIDE PETROLEUM KERR-McGEE ' • " �-1 ♦ v, '`w , PIPELINE EASEMENT EXISTING 4� • '\ � : " '. AND ACCESS ROAD GAS WEL�� ,. iA -/ ,• ( � ' ,z. �� ,. ♦.. rte• \ l 40'WIDE PETROLEUM i4;i PIPELINE EASEMENT I,/ o,,.;�,�� KERR-McGEE r,i AND ACCESS ROAD 1 i;I KERR-McGEE t\,.•FUTURE V FUTURE ' TANK STORAGE t - '.t GAS WELL L t VI EXISTING EE t 1 ISIN -I�1� ----" \t GAS WELL I -- t-T-5‘.-4c...--,0.,` 60'WIDE PETROLEUM .• .•'�1. KERR-McGEI t, �;,,i,� ' PIPELINE EASEMENT if \\ % EXISTING TANK „ 1 1 - AND ACCESS ROAD ' S STRUCTURE,! I I -t , , •1 110 tO ` ems.. 1 :�` ` -------- v ` _' -;C- , — v .... ''''---. ' V' , I y N\ ti ARR MS -------I KERR-McGEE,' \ ' SWELL FUTURE, ) s `. GAS WELLS, .• • . ♦ � \ R ,� KERR-McGEE FUTURE s' e • � PRODUCTION `'• 40 WIDE PETRO UM N tit. FACILITY AREA ` PIPELINE EAS NT �,k %- ,t N\ AND ACCESS ROAD .-' .,•�: `� �; WCR6 i l— \ ,.,.. is FINAL DRAFT LEGEND: �} -D- DIRECTIONAL DRILLING _EXISTING PETROLEUM PIPELINE L-1 1 1 -06 - -G- - P PEP NEPROOSEROUTE D OLEUM EASEMENT AND TO BE ABANDONEDCESS ROAD North PETROLEUM PIPELINE iiir'`s``' •' KERR-McGEE OIL& GAS WELL OPERATIONS IN TO BE ABANDONED 40'PETROLEUM PIPELINE EASEMENT SW 1/4, SECTION 19, T1 N, R66W, 6TH P.M. -""'''''-3 AND ACCESS ROAD(OR AS SHOWN) WELD COUNTY, COLORADO --- DRILL WINDOWS 0 150' 300' •E TANK/GAS WELL TETRA TECH RMC - ;:1 .r EXISTING PETROLEUM PIPELINE mit T900 s. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 TEL 303.772.5282 METRO 303.665.6283 FAX 301665.6959 SCALE: 1"=300' ... OIL AND GAS OPERATIONS & 3 OF 8 �•' AREA RIVERBEND OIL GAS WELL OPERATIONS 80-4137.012.00 L I . I I IIj I ' MATCHLINE-SEMOM. Min Ill• E!SHEET NO. 5 INN= MIMI , IIIIIIIIII - I ii 1 30'WIDE PETROLEUM II i PIPELINE EASEMENT ii`I AND ACCESS ROAD ii1! \ \\ rt; r i t '\. \ t yv. A\ Pit \,\ A, \\ rl j) \ er \\ — • it 1 KERB-McGEE "^ `�� ' ;/ I. /J FUTURE`'' GAS WELL -1: - r • .(% ; r , _ri %T1A'HLINE-SEE SHEET NO. 3 l� '---271- _ -, SO' RNFR s LEGEND: CITY OF AURORA WELL • North EA EASEMENT UM AND FINAL DRAFT 12-11 -06 EASEMENT AND ACCESS ROAD iiii - -G--- PETROLEUM PIPELINE ROUTE KERR-McGEE OIL & GAS WELL OPERATIONS IN NW 1/4, SECTION 19, T1 N, R66W, 6TH P.M. 0 Asa --- DRILL WINDOWS WELD COUNTY, COLORADO ■■ TANK/GAS WELL .� TETRA TECH RMC SCALE: 1"=300' OIL AND GAS 1900 5. SUNSET ST., SUITE 1-F, L0NGM0NT, 00 60;01 el"i' OPERATIONS AREA TEL 303.772.5282 METRO 303.665.6283 FAX 303 665 6959 RIVERPEND OIL & CAS WELL OPER,ATIONS4 OF II 80-4137.012.00 v i � y L., ►41 yW �I IYTh I 5 301 PETROLEUM r ti�py. PIPELINE EASEMENT r• ' 30'WIDE PETROLEUM I' a FUTURE EN AKA // - PIPELINE EASEMENT 1� GAS WELL }r-' ./ / AND ACCESS ROAD I j � , N . T I Ir: ' % 4 .III y FRRMcGEE' I ,; �,.,. ' E �....i° ;;N:.1 II4LLLS I,I N r II � , ' �'\k 11 1 I K.ERP.McGEE I\�I 1, I \}, d EXISTING I ce I I 111 I TANK STORAGE Ir rIe 1 t �;�c , , .0- KERR-MCGEE i, di dS ' EXISTING 1 GSWEI! I r41 % 1I KERB-McGEE e s t!- I�� FUTURE KERR McGEE U- '4 I �' x 1 I PRODUCTION GA WELLS � 1'`- + T- - - FACILITY AREA ' - -� - I 1 ►Y .,..,_ . ...•' VS ' I II FUTURE t'\ ` ' 1 ' ENCANA r i 1I I GAS WELL .....I Y II I L LEGEND: MATCHLINE-SEE SHEET NO. 4 FINAL CITY OF AURORA WELL m , KP KAUFMAN OIL AND GAS OPERATIONS AREA 30'PETROLEUM PIPELINE A ENCANA WELL D RA F T North " EASEMENT AND ACCESS ROAD PETROLEUM PIPELINE sx YFy,,, ENCANA OIL AND GAS OPERATIONS AREA 12-11 -0€ _G RELOCATION ROUTE PETROLEUM PIPELINE TO KERR-McGEE OIL & GAS WELL OPERATIONS IN BE ABANDONED NW 1/4, SECTION 19, T1N, R66W, 6TH P.M. ---DRILL WINDOW WELD COUNTY, COLORADO '50 300' EXISTING PETROLEUM PIPELINES TETRATECH Mil TANK/GAS WELL au•_ RMC SCALE: 1"=300' lit 1900 S. SUNSET ST., SUITE 1-F, IONCMONT, CO 80501 KERR-McGEE OIL AND GAS TEL 303.'72.5282 METRO 303.665.6283 FAX 303.665.6959 OPERATIONS AREA RIVERBEND OIL & GAS WELL OPER,ATIONS5 OF 8 80-4137.012.00 WCR pktE _ n�+F pHE _. ors .......„.. .._____ _ ___ _ _=._=. _ _______ ., , ., i, .,,,, ,, „, ,7,7 � . �. o l! 1,- ,I wI' 1 �I w 'CID j: ''' 2 w 1co 1 . IL 1" I z 30' WI1�E PETROLEUM j ' ''I PIPELI►JE EASEMENT I Q AND AAA LESS ROAD 1 - 1 /'s , —1 KERRFUTU McGEE i 'I _ • i GAS WELL Ili I i % ' I 1 I • :.it ' pip .o • ♦,S I ..1 I -")<? Mc EE "I1 �G-0..Crf(T.f.-(�.G-G-..G-G (� ....G__C G l 1 CfG-4 C t LEGEND: --G-- PETROLEUM PIPELINE ROUTE North -D- DIRECTIONAL DRILL FINAL DRAFT 12-11 -0E 30'PETROLEUM PIPELINE -- KERR-McGEE OIL& GAS WELL OPERATIONS IN -w EASEMENT AND ACCESS ROAD NE 1/4, SECTION 24, TIN, R67W, 6TH P.M. -_- DRILL WINDOWS WELD COUNTY, COLORADO ■M TANK/GAS WELL 0 100' 200 TETRA TECH RMC EXISTING PETROLEUM PIPELINE It �� 1900 S SUNSET 51'., SUITE 1-F, L0NGM0NT, CO 80501 aS "ten OIL AND GAS OPERATIONS TEL 3037725282 METRO 303 665 6283 FAX 303.66.`,.6959 �_ SCALE: 1"=200' �' AREA RIVERf3END 011._ & GAS WELL OPERATIONS6 OF 8 80-4137.012.00 . LWCR 8 )1_DT! __: 30'WIDEPETROLEUM I2 ' - - -* wFIPELIN EASEMENT S � •' � 30'WIDE PETROLEUM PIPELINE EASEMENT I AND ACCESS ROAD I'}I I �1 I co II i , ---s. Ai ,. 1 ' o 1 � I � } 'hrl II- I 1 d .Ii --�-'G--- `� czn i. 1 i % � W ��, KERR McGEE• I� i o� co , , , )FUTURE 11i � \ ''milit;. ', ! +�1 \\GAS WELLS \ I ! - i I, I 1 r I U I II l L,1 - - \ c " 7i eici --I I- L14 � 'T rd --I Ili \.. / - - - 1 - v4 II I - KERRMCGEE I as-� -_ _ L � ---- KERR M1 rvie rim EXISTING TANK LEGEND: TANK STORAGE ,"� j EXISTING KP KAUFFMAN GAS WELL ; / 0_, _ _ 30'PETROLEUM PIPELINE ' jl jri ,� EASEMENT AND ACCESS ROAD 1'12'1 North • ! le,i ail --- DRILL WINDOWS FINAL DRAFT 12-11 -06 ■ FUTURE KERR-McGEE GAS WELL KERR-McGEE OIL & GAS WELL OPERATIONS IN EXISTING PETROLEUM PIPELINE NE 1/4, SECTION 24, T1 N, R67W, 6TH P.M zoo' . a.� KERR-McGEE OIL AND GAS WELD COUNTY, COLORADO -- c cp �� OPERATIONS AREA TETRATECH RMC �_ KP KAUFMAN OIL AND GAS fir ell all:•e• lb 1900 S. SUNSET ST., SUITE 1-F, ONCMONI, CO 80501 SCALE: 1"=200' OPERATIONS AREA TEL 3037725282 METRO 303 665 6283 FAX 30.3.65569'9 ---G-- PETROLEUM PIPELINE ROUTE PIVERBEND OIL & GAS WELL.. OPERATIONS7 of 80-4137.012.00 8 I ' [ IS /11 , I---7-- 1_,I1 / I 1 1- 1r ( j' j �' co°. ) /1 i , ti I, f I KERR MCGEE\ + H- II f l 1' I \ GAS WELLS " g -V j/ I II „ -,— t I I ' I KERR McG { 1 � � • \EXISTING I t 1 L rip.42.: ,\•••• 'TANKSTO E" � 1 KERR McGEE s J m, ; \l'Ai: I,_ } EXISTING A' "I I " , f GAS WELL/ _ 1 1' r b1 Y ' I II- -/ ` i -' ' �< \'''K I r �n "7- -- XERR-McGEE FUTURE C ♦`♦ / + \ ! PRODUCTION FACILITY 1 i, ,5„,R .��- P \<-9, I 1 AREA I ! .� `..,I 1 2'[s* I ili K RR McGEE I1 itURE „ �"� °) 1‘ , P `. G WELLS Py i1� is . - 1 8 ♦ ' P 3°PETROLEUM , • I PIPELINE EASEMENT l :♦1 I -' „ 1II P tll LEGEND: ,' CITY OF AURORA WELL North - - -7' 30'PETROLEUM PIPELINE FINAL DRAFT 12-11 -06 EASEMENT AND ACCESS ROAD ipi PETROLEUM PIPELINE RELOCATION ROUTE PETROLEUM PIPELINE TO BE KERR-McGEE OIL & GAS WELL OPERATIONS IN SW 1/4, SECTION 18, TIN, R66W, 6TH P.M. ABANDONED WELD COUNTY, COLORADO -- - DRILL WINDOWS ° '50' 300 , © TETRATECH RMC � TANWGASWELL n EXISTING PETROLEUM PIPELINE 1900 S. SUNSET ST., SUITE 1-F. LONGMONT, 00 80501 SCALE: 1"=300' .3/4,.....0. KERR-McGEE OIL AND GAS TEL ;03.7725282 METRO 303 665 6283 FAX /�3303.665.6959 8 C OPERATIONS AREA RIVERBFND OIL & GA.� WELL GP�F RATIUIJS8,; OF 80-4137.012 00 King, James King, James it: Friday, December 08, 2006 2:12 PM To: 'mbuchanan@woodrow-sobel.com' anan@woodrow-sobel.com' Cc: Eric.Reckentine@lafarge-na.com; Jennifer Vecchi; Mayo, Joel A. Subject: Lafarge--Kerr McGee Molly, a slight correction in my prior letter: The land still owned by D&S Mining that is leased to Lafarge but outside of the permit boundary is in the NE1/4NW1/4 of Section 12. It is not in the SUA and is in an existing separate USR (695) for a sand and gravel operation. The SE1/4NW1/4 of Section 12 is owned in fee by Lafarge through the deeds from Slabazewski, Dreiling and Leinweber. The SE1/4NW1/4 of Section 12 is in the SUA. Sorry for the confusion. Jim King James M. King Baker& Hostetler LLP 303 E. 17th Avenue, Suite 1100 Denver, Colorado 80203 303-764-4087 Fax: 303-861-2307 1 Baker Hostetler Baker&Hostetler aP 303 East 17th Avenue Suite 1100 Denver,CO 80203-1264 T 303.861.0600 December 8, 2006 F 303.861.7805 www.bakerlaw.com James M.King BY HAND DELIVERY direct dial. 303.764.4087 jking@bakerlaw.com Molly Sommerville Buchanan Woodrow& Sobel, P.C. Denver Place - South Tower 999 18th Street, Suite 2550 Denver, CO 80202 Re: Kerr McGee (Anadarko) - Lafarge Surface Use Agreement, Riverbend Project Dear Molly: Enclosed are the lease and ownership documents for the Lafarge properties in the Riverbend Project, as follows: Leases: 1. McWilliams (Phase I) 2. Rittenhouse (Phase 1) 3. Chikuma (Phase 2) 4. Thornton (formerly D&S Mining lease to Richardson Contracting) (Phase 2) With respect to McWilliams, Rittenhouse and Chikuma, Paragraph 7D of the McWilliams Lease, 7E of the Rittenhouse Lease and 7F of the Chikuma Lease, each gives Lafarge authority to enter into surface use agreements binding on the owner as part of the permitting process. Weld County concurs in this position. Section 7.2 of the Thornton (originally D&S Mining to Richardson Contracting) lease has similar language. It will probably be over a decade before the Thornton property is mined. Fee 5. Deed from Myrna Slabazewski to Mineral Reserves for certain lands in Section 12. 6. Deeds from Myrna Slabazewski, Freda Dreiling and Larry Lienweber, P.R., to Mineral Reserves for other lands in Section 12. 7. Deed from Robert and Richard Anderson to Lafarge West Inc., for lands in Section 18. Cincinnati Cleveland Cnlumbus Costa Mesa Denver Houston Los Angeles New York Orlando Wasn,ngron. nC Molly Sommerville Buchanan December 8, 2006 Page 2 8. Deed from George R. Norden Living Trust to Mineral Reserves for lands in Section 24. To clarify some history, Mobile Premix Concrete, Inc. (the assignee of the D&S to Richardson lease) and Mineral Reserves, Inc. were wholly owned subsidiaries of Western Mobile, Inc. Western Mobile, Inc., changed its name to Lafarge West Inc. Mobile Premix Concrete, Inc., was merged into Lafarge West Inc. in Delaware. Subsequently, all of the assets of Mineral Reserves, Inc., were transferred to Lafarge West, Inc., and Mineral Reserves has now been dissolved. D&S Mining, Inc., sold 168 acres of land in Section 12 to the City of Thornton, subject to the existing lease with Richardson, which was previously assigned to Mobile Premix Concrete (Lafarge). There is other land in the SE%NW%. of Section 12 that remains owned by D&S and leased to Lafarge. That land is outside of the permit boundary for Riverbend and is not the subject of the Surface Use Agreement we are negotiating with your client. We previously delivered the leases to Ann Lane. She apparently did not forward them to you. Very truly yours, ' James M. King JMK/jcd Enclosures cc: Eric Reckentine (via e-mail) Jennifer Vecchi (via e-mail) Page 1 of 2 King, James From: Mike Morison [Mike.Morison@ttrmc.com] Sent: Friday, December 08, 2006 10:39 AM To: Butera, John Cc: Molly Sommerville; King, James; eric.reckentine@lafarge-na.com; vecchiassociates@comcast.net; Pam Hora Subject: RE: KERR-McGEE OIL EXHIBITS Hello to all: Please disregard the pdf's dated yesterday, 12-7-06 and please find attached revised exhibits dated 12-8-06. These have additional revisions made per my conversation with John Butera this morning. Happy Friday to all. MICHAEL A. MORISON TETRA TECH RMC 1900 SO. 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The duty to defend, indemnify, and hold Tetra Tech harmless shall apply regardless of whether such claims, damages, losses, costs, and expenses arise out of causes of action for tort, including negligence, contract, warranty, or strict liability. 2/6/2007 R67Wcc R66W L (-Jr N 4_:. I >� A ,i WEST, INC. .\_ ! j PROP^TY ---- . SEC. 12 ! I SEC. 7 i LAFARGE h ITY IF ! 2j - r • '' PROPERTY ( PRO'! ' # j ! I 1 I ___ _—,—,—,—•—,—J a"j yr k U A ) `� i T1N i M Ir Y Y — I. G : �A ..r g ..,�I I G ��`� = _ _ s ! SEC. 13 ! i e SE I . 18 a m MI I� MI RH!A�( 1 i6J4, Tffi ,• I WCR8 - .,. RGE i , IN a. I w ",N �I ,TY M ' ,, I 1 I 2 1 -) O=)SEO. 24 SEC 19 i RIVERBEND � ' i ! ! BOUINDARY " I I ylhyOUS ! WCR6 II . i I FINAL DRAFTI12-08-06 i North KERR-McGEE OIL & GAS WELL OPERATIONS EXHIBITIIBII SECTIONS 12, 13 AND 24,T1N, R67W, PARCEL SECTIONS 6TH P M AND R66W, WELD COUNTY COLORADO e•• •• iiil OWNERSHIP/LEASE TETRATECH RMC o 1000 2000' MAP 'r 1900 S. SUNSET ST., SUITE 1-F, LON283 FAX N3 6O 80501 6959 7� TEL 303.772.5282 METRO 303.665.6283 303.665,6959 SCALE: 1"=2000' RIVERBEND OIL & GAS WELL OPERATIONS1 OF 8 80-4137.012.00 R67W R66W L 7-1 i \iiii i. ,c,), R I ! i ,. i SE___ -- - SEa. 7 I 12 � _4 i f' ( i I1 i_.. ___.�. :„,___ _ A a a of _ i T1N A , \":) J , fx SEC. 13 ! '1 ;Slim.. 18 ! co a 1� O 7 r. a r� I ‘ i WCR : y�t� '-'-'-.1 II A ti 1 7, Ii� f li`�� i A i 1 . ' ��SE�. 24�1 rrP - � SEC 19 RIVERBEND ! BOUNDARY ®�� 'I! i 1i• '�., �� WCR6 ---__-7 FINAL DRAFT 12-08-06 North KERR-McGEE OIL & GAS WELL OPERATIONS SECTIONS 12, 13 AND 24,TIN, R67W, KEY MAP 6TH PSECTI MN WELD COUNTY COLORADO ......, 0 1000' 2000 © TETRA TECH RMC _L 1900 S. SUNSET ST, SUITE 1-F, LONGMONT, CO 80501 L}'� TEL 303.772.5282 METRO 303 665 6283 FAX 303.665,6959 SCALE: 1"=2000' RIVERBEND OIL & GAS WELL OPERATIONS2 OF 8 80-4137.012.00 MATCHLINE-SEE SHEET NO. 4 . .,.,. ,,,,..„�' � KERR-McGEE'- TIF I GAS WELL KERR McG RfVFR EXISTING ` `'T7 GAS WELL �� _ y,'c�---- I 40'WIDEf'ETROLEUM n z; - — i PIPELINE EASEMENT 0_ j ./ • \ i i�� ^.�� -ANDHLLtJJRORD- - C , J \ I . JJ I 40'WIDE PETROLEUM �� ^^ -' �� `�•°-.0 \ I I PIPELINE EASEMENT T-- _- �. KERR-McGEE I AND ACCESS ROAD `It I \✓' UTURE I il I GAS WELL j I It\ KERR-McGEE TA \`1T EXISTING t GAS WELL i i 60'WIDE PETROLEUM \ .�� KERR-McGE PIPELINE EASEMENT .. \ . EXISTING TAIsIK j NO ACCESS ROAD A 0" _ STRUCTURE; I ��.sc ` .„ } old. \• - :. R' � ? ,'-te % . c� � �y ,;ERR Mcok, ! --I 'j ��_. Pll1J ---- TURF ...a FUTUREcGEE %••)% \ !-'7-0°�GASWELL e ,�� GAS WELLS mss'`♦ �\ `��` KERR-McGEE FUTUR •�� •\• PRODUCTION ` • N ‘. 40 WIDE PETROLEUM:A. 1•�• \ FACILITY AREA Nom\ PIPELINE EASEMENT , ° **•,;•••• „\ • AND ACCESS ROAD ,,, ' "�".� \ \ WCR6 \ ? FINAL DRAFT LEGEND -D- IRECTIONAL DRILLING _ EXISTING PETROLEUM PIPELINE 12 PROPOSED PETROLEUM EASEMENT AND ACCESS ROAD TO BE ABANDONED North 08-06 _ __ PIPELINE ROUTE PETROLEUM PIPELINE • • TO BE ABANDONED KERR-McGEE OIL & GAS WELL OPERATIONS IN • 40'PETROLEUM PIPELINE EASEMENT SW 1/4, SECTION 19, Ti N, R66W, 6TH P.M. ._- AND ACCESS ROAD(OR AS SHOWN) WELD COUNTY, COLORADO --- DRILL WINDOWS o 150' soa' ■M TANK/GAS WELL TETRA TECH RM C c-----<;- --EXISTING PETROLEUM PIPELINE lb loco S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 SCALE: 1"=300' .now OIL AND GAS OPERATIONS .• AREA RIVERBEND OIL & GAS WELL OPERATIONS3 OF 8 80-4137.012.00 I 1 11 li MATCHLINE-SEESHEET NO. , ;n - - - ---_r- - t\ 6,1 fi — II ill 1- 111 30'WIDE PETROLEUM Ili jiç PIPELINE EASEMENT lo AND ACCESS ROAD \ i I 1 1 11 _ 1 \ 'II I III 1 il ill / 0,..... „„,• //1i KERR-McGEE ' ' nl 17 FUTURE _itk ,Af a. i � GAS WELL I Fro, - a - — •- i • " ml ,, Ali;t .7f' Z.. „...1. - MAHLINE SEE SHEET NO. 3 1 - I •; :Sp p I 77E* LEGEND: CITY OF AURORA WELL 4; North ' - - - 30'EA PETROLEUM PIPELINE FINAL DRAFT 12-08-06 • - EASEMENT AND ACCESS ROAD cili --G-- PETROLEUM PIPELINE ROUTE KERR-McGEE OIL & GAS WELL OPERATIONS IN NW 1/4, SECTION 19, T1N, R66W, 6TH P.M. 0 150 300' --- DRILL WINDOWS WELD COUNTY,COLORADO _ •■ TANIQGASWELL TETRATECH RMC SCALE: 1' OIL AND GAS Mb 1900 S. SUNSET ST., SUITE 1-F, L0NGM0NT, CO 80501 •samI0' OPERATIONS AREA TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 RIVERBEND OIL & GAS WELL OPERATIONS4 OF 80-4137 012 00 �+ i I _ _ _ _ ___., .._,„_ _____, ___, ,) ) 30'PETROLEUM C PIPELINE EASEMENT I G % 30'WIDEPETROLEUM 1 d>' -FUTURE EN ANA .r/ F w: 1 r PIPELINE EASEMENT iI GAS WELL "� 111 • , / AND ACCESS ROAD C 1 kI. 1 i I 1 -----C/ s //• JJ II 4•s I 1I j 1WMIN , • TI - I 4R lI KERRMcGEE•• \ ; — - FUTURE 'Ili o. .t.' I ° ? It :ABYQLLLS AIM II i iii i iI Ili I KERR MCGEE III A EXISTING �' 'I 1 '} II 4 II I TANK STORAGE ,2• ,�, I ,`I p I I 1C, atIci ' l , .." I t — KERR-MCGEE �r EXISTING WEI rli 1 GP.SW,EIi i ii ' .ti I ` T. KERR-MCGEE i 1 it 'Is . ! G J f I FUTURE KERR MCGEE di I j PRODUCTION GAS WELLS � � �� II FACILITY AREA i - -�I" -� , 1 IENCANA i III, III i GAS WELL �"w...' �i LEGEND: MATCHLINE-SEE SHEET NO. 4 FINAL { CITY OF AURORA WELL "5'1', KP KAUFMAN OIL AND GAS -_•_ • OEPERATIONS WELL AREA DRAFT ---' 30'PETROLEUM PIPELINE �- EASEMENT AND ACCESS ROAD North ENCANA OIL AND GAS 12 -08_06 - -G-_ PETROLEUM PIPELINE OPERATIONS AREA RELOCATION ROUTE PETROLEUM PIPELINE TO KERR-McGEE OIL & GAS WELL OPERATIONS IN BE ABANDONED NW 1/4, SECTION 19, T1N, R66W, 6TH P.M. iill; ---DRILL WINDOW WELD COUNTY, COLORADO d .O EXISTING ETLL TETRA TECH RM C EXISTING PETROLEUM PIPELINESlit 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 SCALE: 1"=300' KERR-MCGEE OIL AND GAS TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 •ut am OPERATIONS AREA RIVERBEND OIL & GAS WELL OPERATIONS5 OF 8 80-4137.012.00 L WCR : 1 ' 1 1 , I I10 oI'', wI I I LLJ'. I i CO di I 30' WISE PETROLEUM ' : TI PIPELINE EASEMENT I cc --- AND I CESS ROAD � 1 I . sows ram 3/4. •• —I is is KERR GEE is_ i GAS WELL I I\ ',s� I I o0.0 • _ I - ICGEE tr..,-- LEGEND: -G-- PETROLEUM PIPELINE ROUTE North -D- DIRECTIONAL DRILL FINAL DRAFT 12-08-06 iii30'PETROLEUM PIPELINE KERR-McGEE OIL & GAS WELL OPERATIONS IN EASEMENT AND ACCESS ROAD NE 1/4, SECTION 24, PIN, R67W, 6TH P.M. DRILL WINDOWS WELD COUNTY, COLORADO •� TANK/GAS WELL 100' 200' TETRA TECH RMC c-----c;- EXISTING PETROLEUM PIPELINE 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 JI OROu�'•_ OIL AND GAS OPERATIONS TEL 303.772.5282 METRO 303 665 6283 FAX 303.665.6959 SCALE: 1"=200' AREA RIVERBEND OIL & GAS WELL 0PERATI0NS6 OF 8 80-4137.012.00 te.„ WCR 8 t t It I - r _-may- i' � 12± S. t 1 ' 30'WIDGPET x. �ROLEUM _I ;-* - .EIPEELINj EASEMENT_ 30'WIDE PETROLEUM V lg IN . li PIPELINE EASEMENT �' i 1- AND ACCESS ROAD III III 1 iCID �' / v i� I.1 \• 1 �: I W I i $R 60' I b.- • ' ��JJJII ."I W 11� . in co ,' ' 11� Q I� il ! KERR McGEE ' , ' z I.1FUTURE , • .• .2 ..':. , h Iz r I\,GAS WELLS ` ` ✓_ �,'_ tl'1 �°' z _ II t. o I tlI 0,-, .- ,,,/ ./^. -I III_ _ ' _�� F--- I I Ail I VI I I 1 •0 L - __� r OS `rte— r+ — L _ r` _.Gr-er_r-rte r r o r e r . C 1- —s_n. KER12 McGEE KERR Mc TAANKSTORAGE ISTING �v>. PATIN LEGEND; J 4 EXISTING KP KAUFFMAN GAS WELL I 30' PETROLEUM PIPELINE ! cvl - EASEMENT AND ACCESS ROAD ‘ / North --- DRILL WINDOWS FINAL D RA , fi 12-08-06 ■ FUTURE KERR-McGEE GAS WELLii KERR-McGEE OIL & GAS WELL OPERATIONS IN EXISTING PETROLEUM PIPELINE NE 1/4, SECTION 24, T1 N, R67W, 6TH P.M. eon KERR-McGEE OIL AND GAS WELD COUNTY, COLORADO -- 0 ia0' ��". OPERATIONS AREA4 Js TETRATECH RMC KP KAUFMAN OIL AND GAS 1900 S. SUNSET sT., SUITE i—F. L0N0Monr, co 80501 SCALE: 1=200' was a.� OPERATIONS AREA TEL 303.772.5282 METRO 303 665 6283 FAX 303.665.6959 ---G-- PETROLEUM PIPELINE ROUTE RIVERBEND OIL & GAS WELL OPERATIONS? OF A 80-4137.012.00 v L ciii , f II 1-----L/� f els* j:k., ,,,, , ,,,i-,' i lii II / � I, 1 R Mc E P KER •. III is j-- ----- r \ GAS YELLS '•••ilr, i' • F I 43. 4 r t _ EXISTING P ' t��} 4 TANK STORAGE" r KERR'McGEE \i1 Ir \ ; I . Cr Viz,' ;�; P EXISTING f I/I ' 1 `ZaR, / i P GAS LL, r , I . / T i XERR-McGEE FUTURE 5--: ♦ 2.„1„-_`.jt - _ 1I FACILITY 1 - ,aR c4;•,� ��S �, I AREA ij sk I I 47'R t ,F,.,"`-- ..^. r � � !a�� 1 F RR McGEE /E • a) GS WELLS Ill , I` 1\ a 4 P is,% \ I ..iiir •P�r r _„J� \• 3V PETROLEUM , , �, PIPELINE EASEMENT s GT - �- 1 LEGEND: CITY OF AURORA WELL North --— ' 30'PETROLEUM PIPELINE FINAL DRAFT 12-08-06 - - EASEMENT AND ACCESS ROAD WI - _G_ _ PETROLEUM PIPELINE KERR-MCGEE OIL & GAS WELL OPERATIONS IN RELOCATION ROUTE SW 1/4, SECTION 18, T1 N, R66W, 6TH P.M. ,:..,,,.`�. PETROLEUM PIPELINE TO BE ABANDONED WELD COUNTY,COLORADO DRILL WINDOWS "� O 1W ■■ TANK/GAS WELL © TETRA TECH RMC _ c -a--- EXISTING PETROLEUM PIPELINE 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 SCALE: 1"=300 ND GAS TEL 303 7725282 METRO 303.665.6283 FAX 303.665.6959 "��♦ KERR-McGEE OIL A OPERATIONS AREA RIVERBEND OIL & GAS WELL 0PERATI0NS8 OF 80-4137.012.00 �+ 8 Page 1 of 2 King, James From: Mike Morison [Mike.Morison@ttrmc.com] Sent: Thursday, December 07, 2006 5:20 PM To: Butera, John Cc: Molly Sommerville; King, James; eric.reckentine@lafarge-na.com; vecchiassociates@comcast.net; Pam Nora; Mike Morison Subject: RE: Riverbend oil exhibits as of 12-7-06 Hello to All: Please find attached, the Riverbend oil exhibits for Kerr-McGee revised and dated 12-7-06 for review. MICHAEL A. MORISON TETRA TECH RMC ,^- 1900 SO. SUNSET ST., SUITE 1F LONGMONT, COLORADO 80501 303-772-5282X213 DISCLAIMER STATEMENT-USE OF ELECTRONIC DATA FILES TETRA TECH, RMC The electronic data files (Files) furnished by Tetra Tech, Inc. 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The duty to defend, indemnify, and hold Tetra Tech harmless shall apply regardless of whether such claims, damages, losses, costs, and expenses arise out of causes of action for tort, including negligence, contract, warranty, or strict liability. 2/6/2007 R67W R66W ,, ! ci! r Kk A V‘rEST, INC. PROP��TY ! ??__ __, I SEC. 12 i _- SEth.� 7 ! LAFARGE ( ITY •F I �� i � : • I I ) • PROPERTY PRO' R ! ! i I �, ® i\' IThs--\\ T1 N IKU A !2 >)' ! I SEC. 13 � � SEA' 18 ! IN MI M - 1 5- I; S = I+ MI MI yto a PICAS 1 ^, �: '. Q i WCR 8 i r Al i 3=m' ` AGE , G1 I i .,\...1 j.-a _I � '� III. SSE . 24 ' SEC 19 a '.�al I ! • RIVERBEND A11*.4 j ! BOUNDARY �� - [rtl ` I i ! OUSr1 ! I I . ! ! WCR 6 l N , ! , I FINAL DRAFT112-07-06 North KERR-McGEE OIL & GAS WELL OPERATIONS EXHIBIT "B" SECTIONS 12, 13 AND 24,TIN, R67W, PARCEL SECTIONS 7, 18 AND 19,T1 N, R66W, 6TH P.M.,WELD COUNTY COLORADO ..--, a OWNERSHIP/LEASE TETRATECH RMC o ,000' zaoo' MAP 1900 S. SUNSET ST., SUITE 1—F, LONGMONT, CO 80501 TEL 303.772.5282 METRO 303.665.6283 FAY 303.665.6959 SCALE: 1"=2000' RIVERBEND OIL & GAS WELL OPERATIONS1 OF 8 80-4137.012.00 R67W R66W L Nct) iI i ! 1 SEC. 12 SEC. 7 ! ! ( .p ! `c) ' \ (.:.) •" 14 1 "j._ 01, ) I T1N 1 , 1 r�I ' - z -•- I.SEC. 13 _ i ,�. s SE�i��. 18 ! _. _ I a ■�1 _ _so co I pHAs ',. 1 i I WCR . ,_,_,_,_ 1 ' AGE ''. !` ' 1 i•°_ /� � it ! -SE:. 24 •T \ SEC 19 RIVERBEND -1 x ! BOlJ�1DARY ��• .i I i I I WCR 6 I N . '\ .. �� 1 FINAL DRAFT12-07-06 North KERR-McGEE OIL & GAS WELL OPERATIONS SECTIONS 12, 13 AND 24,T1N, R67W, KEY MAP SECTIONS 7, 18 AND 19,TIN, R66W, 6TH P.M.,WELD COUNTY COLORADO "1 iiil a 1�, 2000, © TETRATECH RMC 4 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 = TEL 303772.5282 METRO 303 665 6283 FAX 303.665.6959 SCALE: 1"=2000' RIVERBEND OIL & GAS WELL OPERATIONS2 OF 8 80-4137.012.00 MATCHLINE-SEE SHEET NO. Lr „ws..r r AT T - - — ____ TFR�VR EXISTING T I R GAS WELL. .• �•. 40 WIDE PETROLEUMu ��-�_____4.• . —'— PIPELINE EASEMENT r _ < <. w \ i� -��.♦ —ANUNGl6JJROAD- I��i�.•-- --... *es-. e,„i, mot \\ I j 40'WIDE PETROLEUM "..K.7-7,- _ haGEEI ( PIPELINE EASEMENT � ►► `v FU I I AND ACCESS ROAD , GAS WELL I I I \ ' EXISTING EE t-1 \I EXISTING GAS WELL i 60'WIDE PETROLEUM ,r 4'4 KERR-McGE j I PIPELINE EASEMENT f 1\ A, 1 EXISTING T K i i ND ACCROAD „ STRUCTURH • r -- � „�— �.� \ II KERR-McGEE L ♦••♦♦ �° GAS WELL `=` FUTURE ♦�♦♦ \ .-°e• •`::• GAS WELLS - , ♦♦♦ v o ` : 40'WIDE PETROLEUM , 4 ♦ \, \ .... .. PIPELINE EASEMENTS e"�' ♦ `♦ N. N N. \ AND ACCESS ROAD ,Q '44 ; ' ♦�--•� A ` y ----•� WCR 6 FINAL DRAFT LEGEND:-D- DIRECTIONAL DRILLING ` EXISTING PETROLEUM PIPELINE 12-07-06 -G P POELINEED ROUTEROLEUM TOSBEMABANDNONEDENT CESS ROAD North PETROLEUM PIPELINE I .• TO BE ABANDONED KERR-McGEE OIL& GAS WELL OPERATIONS IN..•••—• ii • • s 40' PETROLEUM PIPELINE EASEMENT SW 1/4, SECTION 19, T1 N, R66W, 6TH P.M. •--- AND ACCESS ROAD(OR AS SHOWN) WELD COUNTY,COLORADO --- DRILL WINDOWS 0 150' 300' ■E TANK/GAS WELL TETRATECH RMC 4 'a r, "-c --EXISTING PETROLEUM PIPELINE lb 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, Co 80501 S TEL 303.772.5282 METRO 303 665 6283 FAX 303.665,6959 SCALE: 1"=300' orI % OIL A RIVERBEND OIL & GAS WELL 0PERATIONS3 OF 8 80-4137.012.00 L I I ' MATCHLINE-SEEISHEET NO. , ;u - 1 - - - -- ; - 1II ' 30'WIDE PETROLEUM '4 I PIPELINE EASEMENT 'l AND ACCESS ROAD 116 I 1 ti: hi' \ �.I KERB-McQEE .••^ ` �, %.,11 FUTURE" % 41 i2 -- 1 I GAS WELL Ito. at.• ar- •m4)CHLINE-SEE SHEET NO. 3 IAN, 5 LEGEND: CITY OF AURORA WELL •North • — — 30'PETROLEUM FINAL DRAFT 12-07-06 • EASEMENT AC SEMENT AND ACCESS ROAD - -G-- PETROLEUM PIPELINE ROUTE KERR-McGEE OIL & GAS WELL OPERATIONS IN NW 1/4, SECTION 19, TIN, R66W, 6TH P.M. u 157 �� --- DRILL WINDOWS WELD COUNTY, COLORADO $ allIL .■ TANK/GASWELL TETRA TECH RMC SCALE: 1"=300' OIL AND GAS 1900 S. SUNSET ST., SUITE 1-F, L0NGM0NT, CO 80501 ••onsu•I OPERATIONS AREA TEL 303.772.5282 METRO 303 665 6283 FAX 303.665.6959 RIVERBEND OIL & GAS WELL OPERATIONS4 OF Q 80-4137.012.00 �+ , _ ii DJ L , i ) ) PETROLEUM I 1I { 'i PIPELINE EASEMENT I 2 r �,230' WIDE PETROLEUM I 0 FUTURE EN AiiA V / /ELINE EASEMENT II GAS WELL /3 �'AD ACCESS ROAD '' �t 7,f I / t I i _.. KERRMEGEE' I % o FUTURE tll .r'" " IIyi JA'BWLLLS III III I 1ti yyl I, I di ill III:- 1 XER.P,41cGFE • EXISTING I' �u„4I `I I ,, I TANK STORAGE II _ /�is rro- 111' „ A,( -1- KERB-McG€E I Ili t T. 1 I EXISTING '� rTl III ,pc NrFI I - I ' �s� 70 w I, a zt' IIIKERR McGEE°: dl I ' 1 ' III FUTURE t GAS WELLS il _— -mss III III i ill a1 • 1) I III I •''• ..i`, III I 4'`'41 01 I FUTURE Ilk,1III IGASWELL „"...�I I4 ` .pMATCHLINE-SEE SHEET NO. 4 :., LEGEND: FINAL CITY OF AURORA WELL •. ••"x , KP KAUFMAN OIL AND GAS _._ A ONCANAIONS WELLAREA DRAFT - 30'PETROLEUM PIPELINE -' EASEMENT AND ACCESS ROAD North ENCANAOILANDGAS 1 ^-07-06 - _G-- PETROLEUM PIPELINE .,".,,,,„,,,,„ OPERATIONS AREA L RELOCATION ROUTE PETROLEUM PIPELINE TO KERR-McGEE OIL & GAS WELL OPERATIONS IN BE ABANDONED NW 1/4, SECTION 19, T1 N, R66W, 6TH P.M. ---DRILL WINDOW WELD COUNTY, COLORADO 150' 3W E. TANK/GAS WELL Tat -c----C---EXISTING PETROLEUM PIPELINES TETRATECH RMC 0 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 SCALE: 1"=300' KERB-McGEE OIL AND GAS TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 EIn OPERATIONS AREA RIVERBEND OIL & GAS WELL OPERATIONS5 OF 8 80-4137.012.00 _ Lj/ WCR 8 = ._ 1;I 1 OI, :I UI W I CO 1 30' WISE PETROLEUM nl 0 1 PIPELINE EASEMENT • AND LESS ROAD 1 Li I 4 I -- 1 n KERRFUTU McGEE III IL_ - i GAS WELL I hoo ♦ 4. I g00%, ' I EE LEGEND: --G- PETROLEUM PIPELINE ROUTE North -D- DIRECTIONAL DRILL FINAL DRAFT 12-07-06 30'PETROLEUM PIPELINE KERR-McGEE OIL & GAS WELL OPERATIONS IN _~EASEMENT AND ACCESS ROAD NE 1/4, SECTION 24, T1 N, R67W, 6TH F.M. DRILL WINDOWS WELD COUNTY,COLORADO •E TANK/GAS WELL 0 100' 200' TETRATECH RMC = v------c EXISTING PETROLEUM PIPELINE lit 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 •emn OIL AND GAS OPERATIONS TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 •_ SCALE: 1"=200' �' AREA RIVERBEND OIL & GAS WELL OPERATIONS6 OF 8 80-4137.012.00 L I .,:iii, WCR 8 ENE+— ONE-7—.— OHE ni F H --AHE-- — 30'WIDE P 1'ROLEUM 2;' �`SIP LIKE EASEMENI - :IR N ♦ ' i'30'WIDE PETROLEUM I ' ` I h =II ANDPIPELINE EASEMENTAND ACCESS ROAD 1 ` \ I p IIIKERR McGEE ..e.* -1-"N.All;� I oFUTURE ' J �., ! IGAS WELL ' : �I�I _.1; � TLi I1 I ,� Il , ir. l ^" i 1 ,-01`� ycy 10�.,�' 111 °'�� ' 1 /41 IZ tiii/I \\;, ; 11 ! ij - . _ _ , ._ ii_a_ _ _ _ ‘ 1 w cfr .c 6_: c-G'..it C. C r r. , or c . .G.� c c cs-c, KERR Mc KERR McGEE Fri �EXISTIN ,- LEGEND: EXISTING i.• ..- EXISTING KP KAUFFMAN GAS WELL 30'PETROLEUM PIPELINE EASEMENT AND ACCESS ROAD North __ DRILL WINDOWS FINAL DRAFT 12-07-06 ■ FUTURE KERR-McGEE GAS WELL KERR-McGEE OIL& GAS WELL OPERATIONS IN NE 1/4, SECTION 24, TIN, R67W, 6TH P.M. -- EXISTING PETROLEUM PIPELINE 200' WELD COUNTY, COLORADO so n KERR-McGEE OIL AND GAS c too'iiii; _�. OPERATIONS AREA TETRA TECH RM C KP KAUFMAN OIL AND GASlb�a q RI`---v, 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 SCALE: 1"=200' OPERATIONS AREA TEL 303.772.5282 METRO 303 665 6283 FAX 303665.6959 ---G-- PETROLEUM PIPELINE ROUTE RIVERBEND OIL & GAS WELL OPERATIONS7 OF 8 80-4137.012.00 v L ,f I • II / I - � - _ „ co 1 : I �R I , v r \\ • r t P \ I ;iv lI� /=- -1--- r FUT RE P GAS ELLS "••.ilr, ' fi..--,.'"----# .I KERR McGE EXISTING f a I frier n,1 TANK ST0�3kG II. 1II 41 r I KERR' cGEE 1 iLt , T "z 1 I GAS GL,' ' ''," 1/117 ul '5ax�% 1 fI _ — , — A' • I I � I � _ ` r r ,,,-0� r ` --- I ia,e ' ��s, v a I ' o 1' KERR McGEE\ �,/co �°_ i GAS WELLS 1'I r 'ii, {I r r1 - w ss I, 30'PETROLEUM ♦ • I PIPELINE EASEMENT -' \._ ; ' LEGEND: •' CITY OF AURORA WELL•North •-- �' 30'PETROLEUMPIPELINE FINAL DRAFT 12-0 /7-06 EASEMENT AND ACCESS ROAD _ _G_ _ PETROLEUM PIPELINE KERR-McGEE OIL & GAS WELL OPERATIONS IN RELOCATION ROUTE SW 1/4, SECTION 18, T1 N, R66W, 6TH P.M. :, ,,, .:, PETROLEUM PIPELINE TO BE ABANDONED WELD COUNTY,COLORADO DRILL WINDOWS 150' 30 ■ © TETRATECH RMC �_ ■ TANK/GAS WELL _ f----,----- EXISTING PETROLEUM PIPELINE 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 SCALE: 1"=300' ""..."J KERR-McGEE OIL AND GAS TEL 303.7725282 METRO 303,665.6283 FAX 303.665.6959 OPERATIONS AREA RIVERBEND OIL & GAS WELL OPERATIONS8 OF 8 80-4137.012.00 • Page 1 of 1 King, James From: Jennifer Vecchi [vecchiassociates@comcast.net] Sent: Friday, December 01, 2006 1:30 PM To: King, James Subject: FW: Kerr McGee Section well locations From: Jennifer Vecchi [mailto:vecchiassociates@comcast.net] Sent: Friday, December 01, 2006 7:54 AM To: 'Eric.Reckentine@lafarge-na.com' Subject: Kerr McGee Section well locations Eric, I'll call to discuss. Jen r 2/6/2007 N CO i- oR. p E s 0 z 1 • Ei a. = Y'- N ____.__.__._._._._._._._._.�_._._�_._._._._ r._._._._._._._._._._._._._�_.__._.r._,__. 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V i N./ 1 N Lafarge-Kerr McGee Surface Use Agreement, Riverbend property Page 1 of 2 King, James From: Molly Sommerville [mbuchanan@woodrow-sobel.com] Sent: Saturday, November 04, 2006 3:37 PM To: King, James Cc: Butera, John Subject: RE: Lafarge-Kerr McGee Surface Use Agreement, Riverbend property Jim, For clarification, I understand that Lafarge would like to address the plat issues related to Kerr-McGee's need to expand some of the wellsite locations and the width of identified pipeline easements in specific areas by including a provision in the surface use agreement that would state something like that Lafarge agrees i) to increase the width of specific portions of certain identified pipeline easements to allow for multiple pipelines; and to H) increase the area for specific reserved wellsite locations by the expansion of the wellsite an additional fifty feet on one side of the wellsite circle, both as designated Kerr-McGee. We talked about a specific time frame for the parties to make the adjustments to the plat after they sign the agreement. I suggested a more abbreviated time of 30-90 days after execution of the agreement. The parties would then amend the agreement to include the revised plat. I understand that your request is related to Lafarge's desire to move forward with the hearing in Weld County, and it's concern that revisions to the plat will slow the process down. I have a call into John Butera to discuss the matter with him. I'll be out of the office November 6th through 8th and will get back to you thereafter and after I speak with John. Thanks Molly Molly Sommerville Buchanan Woodrow& Sobel, P.C. Denver Place- South Tower 999- 18th Street, Suite 2550 Denver, Colorado 80202 Phone: 303-296-1400 Fax: 303-296-1924 e-mail: mbuchanan@woodrow-sobel.com The information contained in this e-mail message is privileged, confidential and protected from disclosure. If you have received this e-mail in error, please advise me of the misdirected e-mail by sending me a message at msommerville@woodrow-sobel.com. In addition, please delete this e-mail from your system. From: King, James [mailto:JKING@bakerlaw.com] Sent: Friday, November 03, 2006 11:42 AM To: Molly Sommerville Cc: Eric.Reckentine@lafarge-na.com; Jennifer Vecchi; Mike Morison Subject: Lafarge-Kerr McGee Surface Use Agreement, Riverbend property Dear Molly: I thought I would send this e-mail to relay our thoughts. The negotiations on this matter have been going on for a 2/6/2007 Lafarge-Kerr McGee Surface Use Agreement, Riverbend property Page 2 of 2 very considerable period of time. I myself have been involved since June. We were chagrined to learn yesterday that Anadarko has belatedly determined it needs more well sites and pipeline easements. The concern is not so much with the increased surface area affected as it is with the delay and extra front-end cost in continually redoing the drawings. Lafarge believes that it has demonstrated throughout the process that it is willing to address Kerr McGee's (now Anadarko's) concerns and accommodate and protect Anadarko's access rights and drilling sites. There does not seem to be any dispute as to the means to accomplish this and it appears to me that the legal terms are close to being finalized. What Lafarge proposes to address its concerns about the drawings for the exhibits is that Lafarge agree in the contract wording to expand any oil and gas operations area defined by an existing well or by a presently located future well (per the existing drawings) by as much as 50 feet from the center of any well to be drilled from the existing drilling window as Anadarko reasonably requires for spacing from the now-defined well location. Similarly, Lafarge would agree to expand any pipeline easement (to some reasonable maximum) by the amount needed to accommodate multiple lines. As with the present Phase 2, the parties would have a year to completely finalize the widths of easements and boundaries of Oil and Gas Operations Areas (if expansion is necessary) and Lafarge would not conduct operations affecting the drill windows or pipelines until the details were finalized, but in the meantime, we could get a signed agreement committing to this and allow Lafarge to get to its county hearing. I think this reflects our telephone discussion a few minutes ago, but if you have more questions, please call me. Thanks for considering this. Jim King James M. King Baker& Hostetler LLP 303 E. 17th Avenue, Suite 1100 Denver, Colorado 80203 303-764-4087 Fax: 303-861-2307 This email is intended only for the use of the party to which it is addressed and may contain information that is privileged, confidential, or protected by law. If you are not the intended recipient you are hereby notified that any dissemination, copying or distribution of this email or its contents is strictly prohibited. If you have received this message in error, please notify us immediately by replying to the message and deleting it from your computer. Internet communications are not assured to be secure or clear of inaccuracies as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Therefore, we do not accept responsibility for any errors or omissions that are present in this email, or any attachment, that have arisen as a result of e-mail transmission. 2/6/2007 King, James King, James A: Friday, November 03, 2006 12:42 PM To: 'mbuchanan@woodrow-sobel.com' Cc: Eric.Reckentine@lafarge-na.com; Jennifer Vecchi; 'Mike Morison' Subject: Lafarge-Kerr McGee Surface Use Agreement, Riverbend property Dear Molly: I thought I would send this e-mail to relay our thoughts. The negotiations on this matter have been going on for a very considerable period of time. I myself have been involved since June. We were chagrined to learn yesterday that Anadarko has belatedly determined it needs more well sites and pipeline easements. The concern is not so much with the increased surface area affected as it is with the delay and extra front-end cost in continually redoing the drawings. Lafarge believes that it has demonstrated throughout the process that it is willing to address Kerr McGee's (now Anadarko's) concerns and accommodate and protect Anadarko's access rights and drilling sites. There does not seem to be any dispute as to the means to accomplish this and it appears to me that the legal terms are close to being finalized. What Lafarge proposes to address its concerns about the drawings for the exhibits is that Lafarge agree in the contract wording to expand any oil and gas operations area defined by an existing well or by a presently located future well (per the existing drawings) by as much as 50 feet from the center of any well to be drilled from the existing drilling window as Anadarko reasonably requires for spacing from the now-defined well location. Similarly, Lafarge would agree to expand any pipeline easement(to some reasonable maximum) by the amount needed to accommodate multiple lines. As with the present Phase 2, the parties would have a year to completely finalize the widths of easements and boundaries of Oil and Gas Operations Areas (if expansion is necessary) and Lafarge would not conduct operations affecting the drill windows or pipelines until the details were finalized, but in the meantime, we could get a signed agreement committing to this and allow Lafarge to get to its county hearing. I think this reflects our telephone discussion a few minutes ago, but if you have more questions, please call me. Thanks for considering this. )jpq King umes M. King Baker& Hostetler LLP 303 E. 17th Avenue, Suite 1100 Denver, Colorado 80203 303-764-4087 Fax: 303-861-2307 1 Page 1 of 1 King, James From: Mike Morison [Mike.Morison@ttrmc.com) Sent: Thursday, November 02, 2006 4:19 PM To: mbuchanan@woodrow-sobel.com Cc: vecchiassociates@comcast.net; Butera, John; King, James; Pam Hora Subject: FW: RIVERBEND OIL EXHIBIT Riverbend oil exhibit map as of 11-2-06 MICHAEL A. MORISON TETRA TECH RMC 1900 SO. SUNSET ST., SUITE 1F LONGMONT, COLORADO 80501 303-772-5282X213 From: Jennifer Vecchi [mailto:vecchiassociates@comcast.net] Sent: Thursday, November 02, 2006 12:51 PM To: Mike Morison Subject: Hard copy of aerial map to Molly Sommerville Mike, ..-• Please send a full size (24x36) aerial map (hard copy not e-mail) to: Molly Sommerville Woodrow & Sobel 999 18th St. Suite 2550 Denver, CO 80202 Also, please send an e-mail copy to John Butera. Thank you, Jen 2/6/2007 • _,... L I 'x - 'x"t.t r } G {:-�a'y. `, }3 y7' ��a 'T•,-• . r:' ,r= 7:7„.:::-;. ,gyp t1 M -,?: � 4 :4:4:-J '- - •: ty.F'-r.{ rt qk,;,+"1"...::::.;. :::.-..;11::. r "'- r k` +5kt sM '` • ‘ 1 # _1 Sil il .)} , ;,r rtt' 3, 9 5 t. i ':, `.k^ t jt. �6} t , J v '• i .S, , ij }1t . .• ' tyH km :ti- S !i9H' • ..Sh••• es# . 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MICHAEL A. MORISON TETRA TECH RMC 1900 SO. SUNSET ST., SUITE 1F LONGMONT, COLORADO 80501 303-772-5282X213 DISCLAIMER STATEMENT-USE OF ELECTRONIC DATA FILES TETRA TECH, RMC The electronic data files (Files) furnished by Tetra Tech, Inc. (Tetra Tech), and any subsidiaries of Tetra Tech, to the person or entity receiving the Files (User) are provided only for the convenience of the User, and only for its sole use. USER AGREES THAT, BY OPENING THE PACKAGE CONTAINING THE FILES, USER SHALL BE BOUND BY AND SUBJECT TO THE TERMS OF THIS DISCLAIMER. User recognizes that the Files may not be adequate or appropriate for User's needs. In the case of any defects in the Files or any discrepancies between the Files and the hardcopy of the Files bearing the seal of Tetra Tech's professional registrant, the sealed hardcopy shall govern. User accepts the Files on an "as-is" basis, with any and all faults. There are no express warranties made by Tetra Tech with respect to the Files, and any implied warranties are excluded. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED. Tetra Tech assumes no responsibility 2/6/2007 Page 2 of 2 for the accuracy or completeness of the Files, and any use or reuse of such electronic data for any purpose shall be at the User's sole risk. Furthermore, in consideration of the use of the electronic data and the Files, User agrees, to the fullest extent permitted by law, to defend (by legal counsel selected by Tetra Tech), indemnify, and hold Tetra Tech harmless from any and all claims, damages, losses, costs, and expenses, including attorney's fees and court costs (including the costs of any appeals) arising out of or resulting from User's use, reuse, or use by others, regardless of whether such claims, damages, losses, costs, and expenses are caused in whole or in part by Tetra Tech. The duty to defend, indemnify, and hold Tetra Tech harmless shall apply regardless of whether such claims, damages, losses, costs, and expenses arise out of causes of action for tort, including negligence, contract, warranty, or strict liability. 2/6/2007 R67W R66W L N o c. •A ! - d T,EST INC. PROP TY ! - ! ,1 . � SEC. 12 SEC. 7 I j LAFARGE * ITY •F -_- -_j. I PROPERTY PRO'! 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OIL A GAS OPERATIONS RIVERBEND OIL & GAS WELL OPERATIONS3 OF 8 AREA n 80-4137.012.00 L MATCHLINE-SEE SHEET NO. 5 '7, tc MINN I I Pi II PI i � 1 t I I , i I � gol i; /y / � '•**, I/ KERR-McGEE /'s' i // I GAS WELL I —r- --..}. ��i 4 ,Tn .� > t I. i i LEGEND: North ____, PETROLEUM PIPELINE -- -' FINAL DRAFT 10-10-06 lai ' EASEMENT AND ACCESS ROAD 6 SO PETROLEUM PIPELINE KERR-McGEE OIL & GAS WELL OPERATIONS IN RELOCATION ROUTE NW 1/4, SECTION 19, TIN, R67W, 6TH P.M. u WY -- DRILL WINDOWS WELD COUNTY, COLORADO 30O J. .■ TANK GAS WELL TETRA TECH RMC el SCALE: 1n 1"=300' OIL AND GAS 1900 S. SUNSET ST„ SUITE 1-F, L0NGM0NT, CO 80501 q_itr OPERATIONS AREA TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 c RIVERBEND OIL & GAS WELL OPERATIONS 4 OF 8 80-4137.012.00 t. Y. . I I�; �r h��) i1 _ I I r: /I/ 1 if II I KERRMcGEE ' 9 la1ze—i— - -\ ---- FUTURE \ . 1 fi�s't ..L 'I I 1 I J KERP,TEE ' -l i 1 i • 1 EXISTING STORAGE I \ 1 ' 1'4-'"4-4t414.444 rora, y: A�// Im 1 RP TIPI( *, %%% , ----L�� \ l ^ '/ 0. �� KERR McGEE �" ,- t_ �\ �� FUTURE .4„,0- �`v ---- GAS WELL 7� •,,, --�— 11 I i, i 1 I ‘, a.," I LEGEND: MATCH! INF-SFE SHEET NO 4 EXISTING PETROLEUM PIPELINE KP KAUFMAN OIL AND GAS EASEMENT AND ACCESS ROAD OPERATIONS AREA TO BE ABANDONED --.- PETROLEUM PIPELINE North ��-- EASEMENT AND ACCESS ROADFINAL DRAFT � 6� � � 0/� PETROLEUM PIPELINEriii RELOCATION ROUTE KERR-McGEE OIL & GAS WELL OPERATIONS IN v r -, PETROLEUM PIPELINE TO NW 1/4, SECTION 19, T1 N, R67W, 6TH P.M. �Y.' - BE ABANDONED WELD COUNTY,COLORADO isa, soo, — DRILL WINDOW air •M TANK/GAS WELL TETRA TECH RMC ei SCALE: 1"-300' -�� '-G EXISTING PETROLEUM PIPELINES It 1900 S. 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SUNSET ST., SUITE 1-F, LONGMDNT, CO 60501 ->-_ '�„_,,.I OIL AND GAS OPERATIONS TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 N SCALE: 1"=200' AREA RIVERBEND OIL & GAS WELL OPERATIONS6 OF 8 ;, 80-4137.012.00 L ( WCR 8 OH OHE--*-- OK f HE'1 1 — • —� III ' Id KERR McG ;t s 9; '\ d ja FUTURE a I w GAS WELL 1k\ I , , 1 d H t\. ns'� d I . 1 v I ;,� d1 I W \,1, \ T d / ,' d w N.. d d •' W ��I � !!� 3 ., lI z /J 11I - - - \ l/ ` I 3 'v � I I; 't ,\i� ' 4 I I ' I I I -� ./ d�� L.L7 IVCIcJ �1 i t ' V J F d I ' 1I dl ' LI I. LEGEND: EXISTING KP KAUFFMAN GAS WELL North __- PETROLEUM PIPELINE EASEMENT FINAL DRAFT 10-10-OE AND ACCESS ROAD - DRILL WINDOWS KERR-McGEE OIL & GAS WELL OPERATIONS IN ■ FUTURE KERR-MCGEEGAS WELL NE 1/4, SECTION 24, T1N, R67W, 6TH P.M. WELD COUNTY,COLORADO t 0 100' 200' .cG '-a EXISTING PETROLEUM PIPELINE 4 a � � KERR-McGEE OIL AND GAS TETRA TECH RM C 1 OPERATIONS AREAirib 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 SCALE: 1'=200' KP KAUFMAN OIL AND GAS TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 OPERATIONS AREA RIVERBEND OIL & GAS WELL OPERATIONS? OF 8 ;, 80-4137,012.00 ft � — 1 I i r III 1I rt �, _ _ I �I R McGEE .; r GAS WELL 1 I RR M EE r I, :i (STING r NK STORM r I K�E(�RgRT1N• EE r GAS WE I L __ t -.t a : 1 / ; I — ...• .� ' ' 1 I rI L..-- • -i— e- • ‘`N,., ♦\ jI ' tl i I •I .•.•• I �� r KERR se 4 GU McGEE ♦ P ELL I TI %'t r r T • r ' P -- LEGEND: LINE _'' EASEMENTANDETROLEUM ACCE FINAL DRAFT 10-10-06 North '-„.77r' EASEMENT AND ACCESS ROAD _ D - PETROLEUM PIPELINE KERR-McGEE OIL & GAS WELL OPERATIONS IN RELOCATION ROUTE SW 1/4, SECTION 18, T1N, R67W, 6TH P.M. ri_ith, ,vcs PETROLEUM PIPELINE TO BE ABANDONEDrig WINDOWS WELD COUNTY,COLORADO -- DRILL 150' • TANWGAS WELL TETRA TECH RMC E a - G -G: EXISTING PETROLEUM PIPELINE Milt 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 SCALE: 1'=300' �� • OIL AND GAS OPERATIONS TEL 303.772.5282 METRO 303 665 6283 FAX 303.665.6959 ci "'.' AREA RIVERBEND OIL & GAS WELL OPERATIONS8 OF 8 - 80-4137.012.00 EXHIBIT A PHASE 1-RITTENHOUSE LEASED THAT PART OF THE NW 1/4 OF THE SE 1/4 OF SECTION 19,TOWNSHIP 1 NORTH,RANGE 66 WEST OF THE 6TH PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF THE SE 1/4 OF SAID SECTION 19;THENCE SOUTH ALONG THE WEST LINE OF SAID QUARTER SECTION A DISTANCE OF 853 FEET TO THE NORTH LINE OF THE DAMIANA PROPERTY DESCRIBED IN DEED RECORDED IN BOOK 529, PAGE 433; THENCE EAST ALONG THE NORTH LINE OF SAID DAMIANA PROPERTY 264 FEET; THENCE NORTH AND PARALLEL TO THE WEST LINE OF SAID QUARTER SECTION A DISTANCE OF 853 FEET,MORE OR LESS,TO THE NORTH LINE OF THE SE 1/4 OF SAID SECTION 19;THENCE WEST A DISTANCE OF 264 FEET ALONG THE NORTH LINE OF SAID QUARTER SECTION TO THE POINT OF BEGINNING; EXCEPT THAT PORTION THEREOF CONVEYED TO THE STATE HIGHWAY COMMISSION OF COLORADO FOR HIGHWAY PURPOSES IN SPECIAL WARRANTY DEED RECORDED IN BOOK 1401, PAGE 313,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH PROPERTY LINE FROM WHICH THE SOUTHEAST CORNER OF SAID SECTION 19 BEARS SOUTH 54°04' EAST A DISTANCE OF 3011.2 FEET;THENCE ALONG THE SOUTH PROPERTY LINE SOUTH 88°39' EAST A DISTANCE OF 68.9 FEET TO THE SOUTHEAST CORNER OF THE PROPERTY; THENCE ALONG THE EAST PROPERTY LINE NORTH 0°25'30" WEST A DISTANCE OF 856.8 FEET TO THE EAST-WEST QUARTER LINE OF SECTION 19;THENCE ALONG THE EAST-WEST QUARTER LINE OF SECTION 19 SOUTH 89°39' WEST A DISTANCE OF 159.3 FEET; THENCE SOUTH 4°48'EAST A DISTANCE OF 535.9 FEET;THENCE SOUTH 18°50'EAST A DISTANCE OF 103.1 FEET; THENCE SOUTH 4°48' EAST A DISTANCE OF 223.4 FEET, MORE OR LESS TO THE POINT OF BEGINNING. AND THAT PART OF THE W 1/2 OF THE SE 1/4 OF SECTION 19,TOWNSHIP 1 NORTH,RANGE 66 WEST OF THE 6TH P.M.,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF THE SE 1/4 OF SAID SECTION 19 WHICH IS 1310 FEET NORTH OF THE SOUTHWEST CORNER OF SAID SE 1/4 OF SAID SECTION 19; THENCE NORTH 504 FEET; THENCE EAST 272 FEET; THENCE SOUTH 504 FEET; THENCE WEST 272 FEET TO THE PLACE OF BEGINNING;EXCEPT THAT PORTION THEREOF INCLUDED WITHIN A PARCEL OF LAND CONVEYED TO JOHN SCHELL AND CONSTANTINE SHELL IN QUIT CLAIM DEED RECORDED IN BOOK 1007,PAGE 39,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 247 FEET EAST OF THE SOUTHWEST CORNER OF THE SW 1/4 OF THE SE 1/4 OF SAID SECTION 19; THENCE NORTH TO A POINT ON THE NORTH LINE OF SAID SW 1/4 SE 1/4 ; THENCE EAST 25 FEET TO A POINT;THENCE SOUTH TO A POINT ON THE SOUTH LINE OF SAID SW 1/4 SE 1/4; THENCE WEST 25 FEET TO THE PLACE OF BEGINNING; AND EXCEPT THAT PORTION THEREOF LYING WITHIN THE NORTH 10 FEET OF THE S 1/2 OF THE SE 1/4 AND THE SOUTH 20 FEET OF THE N 1/2 OF THE SE 1/4 OF SAID SECTION 19 AS CONVEYED TO THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY AND TO WELD COUNTY TO BE USED AND MAINTAINED AS A PUBLIC ROAD IN WARRANTY DEED RECORDED IN BOOK 1229, PAGE 556; AND EXCEPT THAT PORTION THEREOF CONVEYED TO THE STATE HIGHWAY COMMISSION OF COLORADO FOR HIGHWAY PURPOSES IN SPECIAL WARRANTY DEED RECORDED IN BOOK 1401, PAGE 313, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH PROPERTY LINE FROM WHICH THE SOUTHEAST CORNER OF SAID SECTION 19 BEARS SOUTH 54°04'EAST A DISTANCE OF 3011.2 FEET;THENCE SOUTH 4°48' EAST A DISTANCE OF 247.6 FEET;THENCE ALONG THE ARC OF A CURVE TO THE LEFT A DISTANCE OF 186.3 FEET,THE RADIUS OF WHICH ARC HAS A LENGTH OF 5805 FEET,AND THE CHORD OF WHICH ARC BEARS SOUTH 5°43'EAST A DISTANCE OF 186.2 FEET,TO THE SOUTH PROPERTY LINE; THENCE ALONG THE SOUTH PROPERTY LINE NORTH 89°50'EAST A DISTANCE OF 32.8 FEET TO THE EAST PROPERTY LINE;THENCE ALONG THE EAST PROPERTY LINE NORTH 0°25'30" WEST,A DISTANCE OF 430.3 FEET TO THE NORTH PROPERTY LINE;THENCE ALONG THE NORTH PROPERTY LINE NORTH 88°39' WEST A DISTANCE OF 68.9 FEET,MORE OR LESS,TO THE POINT OF BEGINNING. AND LOTS 1 AND 2 IN THE SW 1/4 OF SAID SECTION 19,TOWNSHIP I NORTH,RANGE 66 WEST OF THE 6TH P.M.ALL IN WELD COUNTY,COLORADO. PHASE 2- NORDEN TRUST LAFARGE OWNERSHIP THE N 1/2 OF THE NE 1/4 OF SECTION 24, TOWNSHIP 1 NORTH, RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN,COUNTY OF WELD,STATE OF COLORADO,DESCRIBED AS FOLLOWS: BEGINNING AT THE NE CORNER OF SAID SECTION 24; THENCE S 00°25'10" W, ALONG THE EAST LINE OF THE N 1/2 OF THE NE 1/4 OF SAID SECTION 24, 1310.16 FEET TO THE SE CORNER OF THE N 1/2 OF THE NE 1/4 OF SAID SECTION 24; THENCE S 89°45'34" W,ALONG THE SOUTH LINE OF THE N 1/2 OF THE NE 1/4 OF SAID SECTION 24, 2637.68 FEET TO THE SW CORNER OF THE N 1/2 OF THE NE 1/4 OF SAID SECTION 24;THENCE N 00°12'27"E,ALONG THE WEST LINE OF THE N 1/2 OF THE NE 1/4 OF SAID SECTION 24, 1309.10 FEET TO THE NW CORNER OF THE N 1/2 OF THE NE 1/4 OF SAID SECTION 24; THENCE N 89°44'15" E, ALONG THE NORTH LINE OF THE N 1/2 OF THE NE 1/4 OF SAID SECTION 24,2642.54 FEET TO THE POINT OF BEGINNING. PHASE 3- ANDERSON LAFARGE OWNERSHIP THE WEST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 18,TOWNSHIP 1 NORTH,RANGE 66 WEST OF THE 6TH P.M.,COUNTY OF WELD,STATE OF COLORADO. PHASE 4- MCWILLIAMS LEASED ALL THAT PART OF THE NW 1/4 OF SECTION 19,TOWNSHIP 1 NORTH,RANGE 66 WEST OF THE 6TH P.M. WHICH LIES WEST OF THE CENTER LINE OF THE SOUTH PLATTE RIVER, WELD COUNTY, COLORADO, EXCEPT: A PARCEL OF LAND LOCATED IN THE NW 1/4 OF SECTION 19,TOWNSHIP 1 NORTH,RANGE 66 WEST OF THE 6TH PRINCIPAL MERIDIAN, WELD COUNTY, COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 19, THENCE S 00°11'42" W,ALONG THE WEST LINE OF SAID NW 1/4 ,A DISTANCE OF 30.00 FEET;THENCE NORTH 90°00'00" EAST 747.67 FEET TO THE POINT OF BEGINNING OF SAID EXCEPTED PARCEL; 1)THENCE CONTINUING ALONG SAID PARALLEL LINE,N 90° 00'00" E,A DISTANCE OF 882.35 FEET TO THE CENTERLINE OF THE MAIN CHANNEL OF THE SOUTH PLATTE RIVER (1997) AND CONTINUING ALONG SAID CENTERLINE THE FOLLOWING 5(FIVE)COURSES; 2)THENCE S 22°21'23" W,A DISTANCE OF 119.58 FEET; 3)THENCE S 33°19'22"W,A DISTANCE OF 67.31 FEET; '� 4)THENCE S 43°51'39" W,A DISTANCE OF 182.10 FEET; 5)THENCE S 46°41'03" W,A DISTANCE OF 182.88 FEET; 6)THENCE S 35°51'46" W,A DISTANCE OF 4.35 FEET; 7)THENCE DEPARTING SAID CENTERLINE,N 90°00'00" W,A DISTANCE OF 542.31 FEET; 8) THENCE N 00°33'48" E, A DISTANCE OF 427.13 FEET TO THE POINT OF BEGINNING OF SAID EXCEPTED PARCEL,CONTAINING 7.273 ACRES,MORE OR LESS. PHASE 5 - CHIKUMA LEASED THE N 1/2 OF SECTION 13,TOWNSHIP 1 NORTH,RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN AND THE W 1/2 OF THE NW 1/4 OF SECTION 18,TOWNSHIP 1 NORTH,RANGE 66 WEST OF THE 6TH PRINCIPAL MERIDIAN,WELD COUNTY,COLORADO. LESS THAT PORTION IN THAT WARRANTY DEED RECORDED OCTOBER 23, 1908 IN BOOK 287,PAGE 208 OF THE WELD COUNTY RECORDS. PHASE 6 - CITY OF THORNTON/D&S MINING LEASED THE W 1/2 OF THE SW 1/4 OF SECTION 7,TOWNSHIP 1 NORTH,RANGE 66 WEST OF THE 6TH PRINCIPAL MERIDIAN(CONTAINS 80 ACRES MORE OR LESS),TOGETHER WITH THEE 1/2 OF THE SE 1/4 OF SECTION 12,TOWNSHIP 1 NORTH,RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN (CONTAINS 80 ACRES MORE OR LESS),ALL IN WELD COUNTY,COLORADO. PHASE 7 (SOUTHERN PORTION) - MYRNA LAFARGE OWNERSHIP �-. THE S 1/2 OF THE EAST 60 ACRES OF THE SW 1/4 OF SECTION 12, TOWNSHIP 1 NORTH, RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN. THE W 1/4 OF THE SW 1/4 OF THE SE 1/4 OF SECTION 12, TOWNSHIP 1 NORTH, RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN. THE EAST 30 ACRES OF THE SW 1/4 OF THE SE 1/4 OF SECTION 12, TOWNSHIP 1 NORTH, RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN. ALL IN WELD COUNTY,CO. PHASE 7 (NORTHERN PORTION)AND 8 -MFM FARMS LAFARGE OWNERSHIP THE SE 1/4 OF THE NW 1/4 OF SECTION 12,TOWNSHIP 1 NORTH,RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN AND THE NW 1/4 OF THE SE 1/4 AND THE EAST 30 ACRES OF THE NE 1/4 OF THE SW 1/4 OF SECTION 12,TOWNSHIP 1 NORTH,RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN,ALL IN WELD COUNTY,COLORADO. H:\4137_012_01\Oil and Gas\exhib itA_100606.doc Message Page 1 of 3 King, James From: King, James Sent: Wednesday, September 13, 2006 9:58 AM To: 'Eric.Reckentine@lafarge-na.com'; 'vecchiassociates@comcast.net' Subject: FW: Lafarge Surface Use Agreement Just after Ann Lane sent this e-mail, she called to advise that she had a conflict that would delay her slightly. She asked that the meeting be moved to 1:30 pm Monday vs. 1 pm. Please advise ASAP if this still works for all of you. It is OK with me. Should I copy Mike Morison on this? Jim King Original Message From: Lane, Ann [mailto:Ann.Lane@anadarko.com] Sent: Wednesday, September 13, 2006 9:53 AM To: King, James Cc: Butera, John Subject: RE: Lafarge Surface Use Agreement Jim - 1 pm on Monday it is. I will be the meeing, as will John Butera, the Petroleum Landman handling this matter. We look forward to seeing you then. Ann Ann E. Lane Anadarko Petroleum Corporation This message is being sent by or on behalf of a lawyer. It may include attorney client/attorney work product or other privileged, proprietary or confidential information and is only for the intended recipient. Any distribution, copying or other use of this message or any of its contents by anyone other than the intended recipient is unauthorized and strictly prohibited. If you have received this message by mistake, please inform the sender immediately by e-mail response and then delete the message From: King, James [mailto:JKING@bakerlaw.com] Sent: Tuesday, September 12, 2006 4:39 PM To: Lane, Ann Subject: RE: Lafarge Surface Use Agreement Ann: Can we meet about 1 pm Monday at your office? Eric and I have another meeting in the morning, we could then go to lunch, and then come see you. Jim King Original Message From: Lane, Ann [mailto:Ann.Lane@anadarko.com] Sent: Tuesday, September 12, 2006 1:43 PM To: King, James Cc: vecchiassociates@comcast.net; Eric.Reckentine@lafarge-na.com; Butera, John Subject: RE: Lafarge Surface Use Agreement Jim - I understand that we (Anadarko) are waiting to get back some internal pipeline information on the Surface Use Agreements lands. However, in the meantime I am transitioning to a new position here at Anadarko, and I'm trying to finish my portion of Surface Use Agreements I am working on. Instead of sending drafts back and forth, I think the quickest way to get this SUA finalized would be to have a short meeting. Would you and your clients have time to meet sometime next week Monday -Thursday? It 2/6/2007 Message Page 2 of 3 shouldn't take more than an hour. Ann 720-264-2801 Kerr-McGee Oil& Gas Onshore LP, a subsidiary of Anadarko Petroleum Corporation This message is being sent by or on behalf of a lawyer. It may include attorney client/attorney work product or other privileged, proprietary or confidential information and is only for the intended recipient. Any distribution, copying or other use of this message or any of its contents by anyone other than the intended recipient is unauthorized and strictly prohibited. If you have received this message by mistake, please inform the sender immediately by e-mail response and then delete the message From: King, James [mailto:JKING@bakerlaw.com] Sent: Friday, August 25, 2006 3:16 PM To: Lane, Ann Cc: vecchiassociates@comcast.net; Eric.Reckentine@lafarge-na.com Subject: Lafarge Surface Use Agreement Dear Ann: I understand from Jennifer Vecchi and Terry Enright that you are reviewing Lafarge's proposed changes to KMG's form surface use agreement for sand and gravel operators. Jennifer asked me to follow up with you on how that review is coming. I look forward to hearing from you. Jim King James M. King Baker& Hostetler LLP 303 E. 17th Avenue, Suite 1100 Denver, Colorado 80203 303-764-4087 Fax: 303-861-2307 This email is intended only for the use of the party to which it is addressed and may contain information that is privileged, confidential, or protected by law. If you are not the intended recipient you are hereby notified that any dissemination, copying or distribution of this email or its contents is strictly prohibited. If you have received this message in error, please notify us immediately by replying to the message and deleting it from your computer. Internet communications are not assured to be secure or clear of inaccuracies as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Therefore, we do not accept responsibility for any errors or omissions that are present in this email, or any attachment, that have arisen as a result of e-mail transmission. 2/6/2007 Message Page 3 of 3 *Please note my E-Mail Address has changed. Please update your contact list* Anadarko Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. This email is intended only for the use of the party to which it is addressed and may contain information that is privileged, confidential, or protected by law. If you are not the intended recipient you are hereby notified that any dissemination, copying or distribution of this email or its contents is strictly prohibited. If you have received this message in error, please notify us immediately by replying to the message and deleting it from your computer. Internet communications are not assured to be secure or clear of inaccuracies as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Therefore, we do not accept responsibility for any errors or omissions that are present in this email, or any attachment, that have arisen as a result of e-mail transmission. 2/6/2007 Baker Hostetler Baker&Hostetler LiP 303 East 17th Avenue Suite 1100 Denver, CO80203-1264 T 303.861.0600 TO: Lafarge File F 303.861.7805 www.bakerlaw.com FROM: James M. King DATE: August 30, 2006 CLIENT/MATTER#: 55187-00023 SUBJECT: Telephone Message Transcription from Ann Lane, Anadarko "Hi, Jim, this is Ann Lane calling from Andarko. I'm calling in regards to the Surface Use Agreement between Kerr-McGee and Lafarge West. And I wanted to let you know that I did talk to John Butera, the land man who is handling this and what we probably need more than anything else is to get a good map that sets forth the oil and gas operations area and the petroleum pipeline easement areas and road accesses and kind of how they are going to fit into the mining area. I know he's got a lot of plats, but they're real busy and they weren't what we are used to seeing on our other sand and gravel surface use agreements. So, we are hoping we can get that and that may answer a lot of my questions. I usually look to the exhibits when I'm reviewing these. "In the meantime, though, if you could - I'm not sure if you're the right person to ask - if could get copies or have the recording information of either the gravel mining leases that they have, or if they own the surface, I just usually confirm that Lafarge does have the right to bind the surface with respect to the mining before we enter into these surface use agreements. And I understand a lot of time, the gravel mining leases are not recorded and it's just a memorandum, but a copy of that would suffice. Just something to know that they do have the ability to act on behalf of the surface owner with respect to entering the surface use agreement. "Besides that, I think once we get the map, I can kind of finish going over stuff with John and then if we have any questions, I think we probably need to sit down and hopefully we can work through any issues we have pretty quickly. And I hope we can do that, because I'm not sure I'm going to be handling surface use agreements over here much longer. "If you have any questions, I'm at 720-264-2801. Thanks, Jim. Bye." /jcd Cincinnati Cleveland Columbus Costa Mesa Denver Houston Los Angeles New York Orlando Washington, DC King, James c--.m: Lane, Ann [Ann.Lane@anadarko.com] ,t; Saturday, August 26, 2006 11:27 AM To: King, James Cc: vecchiassociates@comcast.net; Eric.Reckentine@lafarge-na.com; Butera, John; Enright, Terry Subject: RE: Lafarge Surface Use Agreement Hello Jim - I have reviewed the SUA agreement, and have a meeting scheduled on Monday with my client to go over my questions and comments . I will give you a call after that. Ann From: King, James [mailto:JKING@bakerlaw.com] Sent: Fri 8/25/2006 3:15 PM To: Lane, Ann Cc: vecchiassociates@comcast.net; Eric.Reckentine@lafarge-na.com Subject: Lafarge Surface Use Agreement Dear Ann: I understand from Jennifer Vecchi and Terry Enright that you are reviewing Lafarge's proposed changes to KMG's form surface use agreement for sand and gravel operators . Jennifer asked me to follow up with you on how that review is coming. I look forward to hearing from you. 1 King James M. King Baker & Hostetler LLP 303 E. 17th Avenue, Suite 1100 Denver, Colorado 80203 303-764-4087 Fax: 303-861-2307 This email is intended only for the use of the party to which it is addressed and may contain information that is privileged, confidential, or protected by law. If you are not the intended recipient you are hereby notified that any dissemination, copying or distribution of this email or its contents is strictly prohibited. If you have received this message in error, please notify us immediately by replying to the message and deleting it from your computer. Internet communications are not assured to be secure or clear of inaccuracies as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses . Therefore, we do not accept responsibility for any errors or omissions that are present in this email, or any attachment, that have arisen as a result of e-mail transmission. *Please note my E-Mail Address has changed. Please update your contact list* 1 Anadarko Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is vileged, confidential or otherwise protected from disclosure. If you have received . _s communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 King, James F^m: King, James t: Friday, August 25, 2006 3:16 PM To: 'alane@kmg.com' Cc: 'vecchiassociates@comcast.net'; 'Eric.Reckentine@lafarge-na.com' Subject: Lafarge Surface Use Agreement Dear Ann: I understand from Jennifer Vecchi and Terry Enright that you are reviewing Lafarge's proposed changes to KMG's form surface use agreement for sand and gravel operators. Jennifer asked me to follow up with you on how that review is coming. I look forward to hearing from you. Jim King James M. King Baker& Hostetler LLP 303 E. 17th Avenue, Suite 1100 Denver, Colorado 80203 303-764-4087 Fax: 303-861-2307 1 King, James King, James .t: Friday, August 18, 2006 2:38 PM To: 'JButera@kmg.com' Cc: 'Tenright@kmg.com'; 'vecchiassociates@comcast.net'; 'Eric.Reckentine@lafarge-na.com'; 'mike.morison@ttrmc.com' Subject: Lafarge Riverbend property a Redline KMG Kerr McGee Gravel ;and-Gravel Surfac.. Surface Use ... Dear Mr. Butera: Pursuant to the request of Eric Reckentine and Jennifer Vecchi on behalf of Lafarge, attached are clean and redline versions of the Kerr-McGee Surface Use Agreement for sand and gravel properties with revisions that Lafarge requests. Please call if you have any questions. Jim King James M. King Baker& Hostetler LLP 303 E. 17th Avenue, Suite 1100 Denver, Colorado 80203 303-764-4087 Fax: 303-861-2307 .EXHIBIT L. ' #4z*, SURFACE USE AGREEMENT This Surface Use Agreement ("Agreement") is dated and made effective this day of January, 2006, and is between Kerr-McGee Rocky Mountain LLC ("KMG") with an address of 1999 Broadway, Suite 3700, Denver, CO 80202, and "[Gravel Company]Lafarge West Inc ("Lafarge") with an address of .1.0170 Church Ranch Way, Suite 200, Westminster, CO 80021. Whereas: A. {Gravel Company]Lafaree is the current landowner or is the current lessee of aunder one or more sand, gravel and aggregate mining leases covering that those certain tracts of land located in the more particularly described on Exhibit "A—' attached hereto, being a portion of the Property. located in Weld County, Colorado (hereinafter referred to as the "Property"); B. Surface ownership of the Property is subject to the rights of the oil and gas mineral leasehold estate, a portion of which is now owned by KMG; C. {Gravel Company]Lafarge has received a mining permit from the State of Colorado Division of Minerals & Geology ("DMG") for the purpose of known as the . ThePortions of the mined out Property isare to be reclaimed for use as a-water storage reservoirs. a For purposes of this Agreement and its operations on the Proven Lafarge has divided the Property into two phases identified as Phase I and Phase II. res.ectively, on Exhibit A. E. 13-KMG currently operates wells on the Property, (the "Existing Wells") generally located in the described abovemore particularly depicted as to the Phase I Property on Exhibit B hereto, and has the right to develop its oil and gas leasehold estate by drilling additional wells within areas also identified as to Phase I on Exhibit B hereto (the "Future Wells" and together with the Existing Wells, the "Wells") on the Property; and F. E,--This Agreement sets forth the parties' rights and obligations regarding the relationship between the operations and development of the Property by the [Gravel Company]Lafarge and KMG's operation and development of its oil and gas leasehold estate underlying the Property, such rights and obligations to be binding upon the parties' successors and assigns. Now Therefore: In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. AREAS RESERVED FOR THE EXISTING WELLS AND FUTURE WELLS; WELL LOCATIONS. [Gravel Company]Lafarge shall set aside and provide to KMG that portion of the Property hereinafter referred to as the, "Oil and Gas Operations Areas", such areas as to Phase I being depicted on Exhibit AB attached hereto. The Oil and Gas Operations Areas are to be made available to KMG in their present condition for any operations conducted by KMG in connection with any Well, including, but not limited to, drilling and production activities, workovers, well deepenings, recompletions, fracturing and replacement wells. All Wells within Phase I will be limited to the Oil and Gas Operations Areas shown on Exhibit AB, unless this Agreement is amended by consent of[Gravel Company]Lafarge and KMG. Except for the Oil and Gas Operations Areas, and the access roads and Petroleum Pipeline Easements (as defined below) as provided in this Agreement, KMG shall not occupy the surface of the Property except in the event of an emergency or for reasonable incidental, temporary and non-damaging activities, for which KMG shall be strictly and solely responsible for any damages that may occur to the Property. Within one year of the date hereof, KMG and Lafarge shall reach aereement on the comparable Oil and gas Operations Areas for Phase II and Lafarge covenants not to commence extraction or processing operations on the Phase II area of the Pro pertv until such aereement has been reached. Upon reaching such aereement as to Phase II. drawings or mans comparable to those now attached as Exhibit B for Phase I shall be attached to this Agreement for Phase II and shall be incorporated herein. KMG shall have the right to drill Future Wells within the Oil and Gas Operations Areas, including horizontal and directional wells that produce from and drain the Property and/or lands other than the Property. As part of the consideration for this Agreement, [Gravel Company]Lafarge hereby waives its right to, and covenants that it shall not protest or object to any such exception location or application for same by KMG. KMG shall not otherwise have the right to drill new wells on the Property. The wellhead location for any Future Well drilled from the Oil and Gas Operations Area shall not be closer than 200150' from a-the edge of the Oil and Gas Operations Area. In no event shall [Gravel Company]Lafarge stockpile mined materials within a radius of 150 feet of any Existing Wells. 2. EXTRACTION IN VICINITY OF OIL AND GAS OPERATIONS AREAS; SETBACK REQUIREMENTS. {Gravel Company}Lafarge reserves the right. at its option,to mine the gravel within each of the Oil and Gas Operations Areas in accordance with the terms of this Agreement. In the event that [Gravel Company]Lafarge elects to mine the gravel in an Oil and Gas Operations Area, {Gravel Company}Lafarge shall notify KMG in writing 60 days prior to commencing mining operations within the Oil and Gas Operations Areas and shall first place temporary concrete barriers around the Existing Wells as directed by KMG prior to commencing any - 2 - mining operations on the Property. [Gravel Company]Lafar e shall conduct its mining operations in the Oil and Gas Operations Areas as quickly as reasonably practicable. [Gravel Company]Lafarge shall conduct itits mining within the Oil and Gas Operations Area by excavating pie shaped wedges of gravel and aggregate and thereafter backfilling and compacting the area with overburden or other suitable material prior to excavating the next pie shaped area; provided, however, that in no event shall [Gravel Company}Lafar e mine within 90 feet of any Existing Well or Production Facilitiesidefined below) and provided further that in no event shall more than one quarter circle segment of the pie shape be excavated at any one time. Excavation in the Oil and Gas Operations Areas will be coordinated with KMG in a mutually acceptable manner so as to avoid conflict with KMG's oil and gas operations and to ensure there is an appropriate safety plan and interim emergency procedures. [Gravel Company]Lafarge will bear all costs associated with the mining operation, including permanent or temporary rerouting and replacement of access roads, and flowlines and utility lines in order to prevent unnecessary interruption of production from any affected Well. In addition, [Gra el Lafarge and its successors and assigns shall indemnify and hold the KMG harmless from any and all damage, loss and liability, including attorney's fees, incurred by KMG as a result of [Gravel Company]'Lafargeos operations in an Oil and Gas Operations Area. {Gravel Company]Lafarge will not locate any lot line, building, or structure within any Oil and Gas Operations Area. [Gravel Company]Lafarge understands and acknowledges that the COGCC has rules and regulations that apply to the distance between a wellhead and public roads, pProduction *Facilities, building units and surface property lines, among other things. In order to give full effect to the purposes of this Agreement, [Gravel Company]Lafaree hereby waives its right to object to the location of any of KMG's facilities on the basis of setback requirements in the rules and regulations of the COGCC, as they may be amended from time to time. [Gravel Company]Lafarge further and similarly waives its right to object to any other state or local setback requirements or other requirements or regulations that are or become inconsistent with this Agreement or that would prohibit or interfere with the rights of KMG, its successors and assigns, to explore for and produce the oil and gas in accordance with this Agreement. KMG or its successors and assigns may cite the waiver in this paragraph in order to obtain a location exception or variance under COGCC rules or from any other state or local governmental body having jurisdiction. [Gravel Company] provided that Lafarge shall not be required to alter the agreed boundary of the Oil and Gas Operations Area to accommodate the location exception or variance. Lafarge agrees not to object to the use of the surface in the Oil and Gas Operations Areas so long as such use is consistent with this Agreement and [Gravel Company] will provideLafarge and its will reasonabl cooperate at no material cost to Lafar•e in any efforts of KMG or its successors and assigns with whatever written support they may e to obtain permits from the COGCC or any local jurisdiction. 3. GATHERING LINES AND FLOWLINES. Subject to the limitations hereinafter described, KMG has a continuing right and entitlement to own, operate, maintain, repair and replace all existing and future flowlines, gathering lines and other pipelines that may be necessary or convenient to its operations on the Property ("Pipelines"). The construction and burying of additional Pipelines shall be at the sole cost and expense of KMG or its gas purchaser. - 3 - Although this Agreement is intended to confine the placement of the Pipelines to certain specified locations within the Property, nothing herein shall be construed as a limitation on KMG's ultimate right to make all necessary well connections to any Existing or Future Well. Specific locations have been designated on Exhibit AB for the location of the Pipelines ("Petroleum Pipeline Easements").The Each Petroleum Pipeline Easement shall be fifty feet (50') in width during construction, installation or relocation operations and otherwise reduced to thirty feet (30') in width for post-construction usage. {Gravel Company]' developmcntLafarge's operating plans anticipate that a--roadways willmay cross over Existing and Future Pipelines. [Gravel Company]For any Pipeline now existing or hereafter constructed within a Petroleum Pipeline Easement prior to Lafarge's construction of a road for its operations (an "Existing Pipeline"), Lafarge agrees to abide by the General Guidelines for Design and Construction Activities On or Near Kerr- McGee Gathering LLC and Kerr - McGee Rocky Mountain Corporation Pipelines and Related Facilities revised 3-2004. In particular, [Gravel Company} Lafarge shall maintain a minimum of 48 inches and not more than 72 inches of cover over all Existing Pipelines during any of {Gravel Company]'Lafatge's operations on the Property. Lafarge shall have no duty to restore lands mined before installation by KMG of a Pipeline ("Future Pipeline") or to initially install the required cover for any such Future Pipeline if installation of the Pipeline has not commenced at the time of Lafarge's mining or road construction operations in the vicinity of the Fututre Pipeline. KMG may install and maintain markers on its Petroleum Pipeline Easements. KMG shall mark its flowlines at all locations reasonably requested by [Gravel Company]Lafarge. {Gravel Company}Lafarge will not allow any extraction to occur, commencing at the surface of the original ground, closer than 25 feet from any Existing Pipeline of KMG unless a soils stability report prepared by an engineer licensed in the state of Colorado indicates that a lesser set back will be adequate for preservation of the integrity of said pipeline and provided that upon completion of such extraction {Gravel Company}Lafarge shall back fill and level the area within 25 feet from any Existing Pipeline. Notwithstanding anything herein to the contrary, in no event shall {Gravel Company]Lafar e allow any extraction to occur, commencing at the surface of the original ground, closer than 15 feet from any Existing Pipeline without KMG's prior written approval. {Gravel Company]Lafarge shall not allow any stockpile of soil to be placed over any Existing_Pipeline of KMG or within a designated Petroleum Pi eline Easement as shown on Exhibit B. When crossing KMG xistin Pipelines with heavy equipment, like earth moving equipment, [Gravel Company]Lafarge will maintain a minimum of four feeeet and a maximum of six feet of dirt coverage, in addition to the existing cover over the pipeline. When crossing KMG pipelinesExisting Pipelines with trucks and lighter equipment, {Gravel Company]Lafarge will maintain a minimum of two feeeet and a maximum of six feet of dirt coverage, in addition to the existing cover over the pipclincExisting Pipeline. The depth of cover over the KMG Existing_Pipelines shall not be reduced or drainage over KMG's pipclincExisting Pipeline altered without KMG's written approval. - 4 - Any utility crossing must be a minimum of 18" inches vertical separation from KMG Existin Pipelines. Parallel utilities must maintain a minimum of ten-foot separation, unless KMG grants a lesser distance of separation which grant shall not be unreasonably withheld. It would not be unreasonable to withhold such consent due to reasonable safety or operational concerns. ; l Co r,any]Lafarge will request that all utility companies contact KMG prior to laying lines parallel to KMG pipelinesExisting Pipelines or in Petroleum Pi eline Easements designated in Exhibit B hereto. Construction of any permanent structure within KMG's Petroleum Pipeline Easement is not permitted. Planting of trees and shrubs is not permitted on KMG's Petroleum Pipeline Easement. 4. ACCESS. a. [Gravel Company}Lafarge shall provide KMG with continuous access to all of the Oil and Gas Operations Areas and the Petroleum Pipeline Easements. The access roads to be used by KMG will either be those roads that currently are in place or those that are anticipated to be constructed by [Gravel Company}Lafarge at its sole cost and expense as part of [Gravel r' elop afLafarge's operations on the Property. KMG agrees to access the Property according to the routes depicted and described on the attached Exhibit AB. Access to the Oil and Gas Operations Areas may be changed by mutual agreement of (Gravel C:ompany}Lafarge and KMG. {Gravel Company]La shall maintain and keep any access jointly used by {Gravel Company}Lafarge and KMG in a condition and state of repair that serves the needs of(Gravel Company]Lafarge. In the event such joint access roads needs to be improved in order to serve the needs of KMG, the parties agree to coordinate any such improvements as may be required by KMG in order to conduct its operations, provided that any such improvements shall be at KMG's sole cost and expense. Neither KMG, nor (Gravel Company]Lafar e shall unreasonably interfere with the use by the other party of access roads. [Gravel Company]Lafarge agrees that it will not mine or extract any portion of the access roads set forth on Exhibit AB or as mutually agreed to by the Parties without the written consent of KMG. bumps along those stretchs of road. 5. BATTERIES AND EQUIPMENT. KMG shall have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and other equipment ("Production Facilities") reasonably appropriate for the operation and production of the Existing Well or the Future Well at the locations depicted on Exhibit AB. With respect to KMG's Production Facilities other than flowlines or pipelines: - 5 - a. KMG shall install and maintain, at its sole cost and expense, all fences around the Existing Well and any Future Wells and any other Production Facilities in compliance with the Rules and Regulations of the COGCC; b. KMG shall install and maintain, at its sole cost and expense, all gates and locks reasonably necessary for the security of any wWells or iacilitiesProduction Facilities in the Oil and Gas Operations Areas. Such gates and locks shall be the standard c. KMG shall paint any pProduction fFacilities for any Wells, including wellhead guards, with paint that is approved by the COGCC; and [Gravel Company]Lafarge shall not inhibit KMG's access to the Oil and Gas Operations Areas or inhibit KMG's operations within the Oil and Gas Operations Areas or in the vicinity of the Production FquipmentFacilities by landscaping or other improvements, unless otherwise agreed upon between [Gravel Company]Lafarge and ICMG. [Gravel Company]Lafarge shall place temporary concrete barriers around all Production Facilities as directed by KMG before any mining operations commence within an Oil and Gas Operations Area for the Production Facilities. In no event shall [Gravel Company]Lafarge mine within 90 feet of any Production Facilities or stockpile mined materials within a radius of 50 feet of any Production Facilities. 6. NOTICE OF FUTURE OPERATIONS. KMG shall provide at least seven (7) days prior written notice to [Gravel Company}Lafarge of any operations in connection with the reworking, fracturing, deepening or recompletion operation on an Existing Well or Future Well; provided, however, that KMG shall provide at least thirty (30) days prior written notice to {Gravel Company}Lafarge of the initial drilling of any Future Wells. Regardless of the foregoing notice requirements, KMG shall have immediate access to any of its facilities in the event of an emergency. After receipt of the above notice, but not less than five (5) working days prior to KMG's mobilization on the applicable Oil and Gas Operations Areas, either KMG or {Gravel Company}Lafarge may request an on-site meeting. The purpose of the meeting shall be to inform [Gravel Company}Lafarge of the expected activity and to coordinate site access, hazards, barricades, restoration or any other issues that affect the use and safety of{Gravel Company]' developmentLafarge's operations. 7. COMPLIANCE WITH SAFETY REGULATIONS . KMG understands that [Gravel Company]Lafar e surface mining operations on the Property are subject to certain OSHA regulations. KMG agrees that while conducting operations on Property, it will comply with such reasonable OSHA requirements which [Gravel Company]Lafarge notifies KMG are applicable to KMG's operations on the Property. KMG also agrees to inform its contractors and subcontractors about such requirement. - 6 - 8. DRILLING AND COMPLETION OPERATIONS. KMG shall endeavor to diligently pursue any drilling operations to minimize the total time period and to avoid rig relocations or startup during the course of drilling. {Gravel Company]Lafarge waives any objections to continuous (i.e., 24-hour) drilling operations. 9. SHUT-IN OF WELLS. In the event {Gravel Company]Lafarge materially interferes with ICMG's operations on the Property which result in KMG shutting-in or prevents KMG from repairing or returning to production one or more of the Wells, then (Gravel Company] shall pay to KMG as liquidated • 7 • such bond. Copies of such bond shall be provided for KMG's approval not less than 30 days prior to the commencement of mining on the PropertyLafaree shall be liable for direct damages or losses incurred by KMG as a result of such interference. 10. GOVERNMENTAL PROCEEDINGS. {Gravel Company]Lafarge shall not oppose KMG in any agency or governmental proceedings, including but not limited to the COGCC, Weld County, or other governing body proceedings, related to KMG's operations on the Property, including but not limited to drilling, workovers, well deepenings and recompletions, provided that KMG's position in such proceedings is consistent with this Agreement and provided further the proposed operations are in accordance with applicable laws COGCC regulations and lawful local ordinances, resolutions or permit conditions. 11. DEVELOPMENT 11. MINING PLANS _ {Gravel Company]Lafarge has provided herewith copies to KMG of its Mining Permit, and the engineering structural report prepared in connection with the Mining Permit (the "Plans"). KMG acknowledges receipt of said Plans and has no objections to said Plans as approved by the DMG. This acceptance by KMG in no way waives KMG's rights in this Agreement or obligations of {Gravel Company}Lafarge under the terms of this Agreement. [Gravel Company}Lafarge acknowledges that KMG may conduct oil and gas activities within the applicable Oil and Gas Operations Areas as provided herein and shall not oppose KMG before any agency or governmental proceeding if such oil and gas activities are proposed and carried out in accordance with the terms of this Agreement and applicable laws COGCC regulations and lawful local ordinances resolutions or pennit conditions. - 7 - 12. LIMITATION OF LIABILITY, RELEASE AND INDEMNITY. a. No party shall be liable for, or be required to pay for, special, punitive, exemplary, incidental, consequential or indirect damages to any other party for activities undertaken within the scope of this agreement; b. Except as to claims arising out of pollution or environmental damage (which claims are governed by Section 13 below) or out of other provisions of this Agreement (which claims shall be governed by the terms of this Agreement), each party shall be and remain responsible for its own liability for all losses, claims, damages, demands, suits, causes of action, fines, penalties, expenses and liabilities, including without limitation attorneys' fees and other costs associated therewith(all of the aforesaid herein referred to collectively as "Claims"), arising out of or connected with each such party's ownership or operations on the Property, no matter when asserted, subject to applicable statutes of limitations. Each such party shall release, defend, indemnify and hold the other parties, their officers, directors, employees, successors and assigns, harmless against all such Claims. This provision does not, and shall not be construed to, create any rights in persons or entities not a party to this Agreement, nor does it create any separate rights in parties to this Agreement other than the right to be indemnified for Claims as provided herein; c. Upon the assignment or conveyance of a party's entire interest in the Property, that party shall be released from its indemnification in Sectionl2.b. above, for all actions or occurrences happening after such assignment or conveyance. 13. ENVIRONMENTAL INDEMNITY. The provisions of Section 12 above, except for Section 12.a., shall not apply to any environmental matters, which shall be governed exclusively by the following, subject to the limitations of Section 12.a. above: a. "Environmental Claims" shall mean all Claims asserted by governmental bodies or other third parties for pollution or environmental damage of any kind, arising from operations on or ownership of the Property or ownership of the oil and gas leasehold interest, whichever is applicable, and all cleanup and remediation costs, fines and penalties associated therewith, including but not limited to any Claims arising from Environmental Laws or relating to asbestos or to naturally occurring radioactive material. Environmental Claims shall not include the costs of any remediation undertaken voluntarily by any party, unless such remediation is performed under the imminent threat of a Claim by a governmental body or other third party; b. "Environmental Laws" shall mean any laws, regulations, rules, ordinances, or order of any governmental authority(ies), which relate to or otherwise impose liability, obligation, or standards with respect to pollution or the protection of the environment, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 466 et seq.), the Safe Drinking Water Act (14 U.S.C. §§ - 8 - 1401-1450), the Hazardous Material Transportation Act (49 U.S.C. §§ 1801 et seq.), the Clean Air Act, and the Toxic Substances Control Act (15 U.S.C. §§ 2601-2629); and c. Environmental Indemnification. KMG shall protect, indemnify, and hold harmless • : . . lot from [Gravel Company[Lafarge its successors and assigns from any Environmental Claims relating to the Property or oil and gas leasehold thereunder that arise out of KMG's ownership and operation of the Oil and Gas Operations Areas and it'sits ownership and operation of its Petroleum Pipeline Easements or rights-of-way on the Property. [Gravel C:ompany]Lafar;e shall fully protect, defend, indemnify and hold harmless KMG from any and all Environmental Claims against KMG. its successors and assigns relating to the Property that arise out of [Gravel Company]'s development ezLafarge's operations on the Property. 4-3V14. EXCLUSION FROM INDEMNITIES. The indemnities of the parties herein shall not cover or include any amounts which the indemnified party is actually reimbursed by any third party. The indemnities in this Agreement shall not relieve any party from any obligations to third parties. 14,152 NOTICE OF CLAIM FOR INDEMNIFICATION. If a Claim is asserted against a party for which the other party would be liable under the provisions of Section 12 or 13 above, it is a condition precedent to the indemnifying party's obligations hereunder that the indemnified party give the indemnifying party written notice of such Claim setting forth all particulars of the Claim, as known by the indemnified party, including a copy of the Claim (if it is a written Claim). The indemnified party shall make a good faith effort to notify the indemnifying party within five days of receipt of a Claim and shall affecteffect such notice in all events within such time as will allow the indemnifying party to defend against such Claim. An indemnifying party shall not be obligated to reimburse an indemnified party for amounts paid in settlement of an indemnified claim unless the indemnifying part has agreed to the settlement which agreement shall not be unreasonably withheld or delayed. 16. REPRESENTATIONS. Each party represents that it has the full right and authority to enter into this Agreement. KMG does not represent that it has rights to settle matters for all of the mineral owners or any other lessees in the Property and this Agreement shall only apply to and bind the KMG leasehold interest in the property. 17. SUCCESSORS. The terms, covenants, and conditions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, devises, executors, administrators, successors and assigns; provided, as to KMG, successors and assigns shall be deemed to be limited to lessees under the oil and gas leases which KMG owns. - 9 - ^ 18. TERM. This Agreement shall become effective when it is fully executed and shall remain in full force and effect until the earlier to occur of the following: (a) KMG's leasehold estate expires or is terminated, and KMG has plugged and abandoned all wells and complied with the requirements of all applicable oil and gas leases pertaining to removal of equipment, reclamation, cleanup and all other applicable provisions of the leases and existing laws and regulations or (b) {Gravel Company}Lafarge's sand, gravel and aggregate mining lease expires or is terminated and [Gravel Company}(as to the .ortion of the Property Leased by Lafarge) and Lafarge has complied with the requirements of it mining leases and Mining Permit pertaining to removal of equipment, reclamation, cleanup and all other applicable provisions of the lease, Mining Permit and existing laws and regulations. When this Agreement ceases to be in full force and effect, the Parties shall execute any and all releases necessary to evidence the fact that this Agreement shall no longer apply to the Property except as to any indemnities set forth herein, which indemnities shall survive termination. 19. NOTICES. Any notice or other communication required or permitted under this Agreement shall be sufficient if deposited in U.S. Mail, postage prepaid, addressed to each of the following: If to KMG: Kerr McGee Rocky Mountain LLC 1999 Broadway, Suite 3700 Denver, Colorado 80202 Attention: Director of Land Denver Basin JGravel Company]: Lafarge: Lafarge West, Inc. 10170 Church Ranch Way Suite 200 Westminster, Colorado 80021 Attention: Director of Lands Any party may, by written notice so delivered to the other parties, change the address or individual to which delivery shall thereafter be made. 20. RECORDING. This Agreement, any amendment hereto shall be recorded by KMGeither party, which shall provide the other particsy with a copy showing the recording information as soon as practicable thereafter. - 10 - 21. SURFACE DAMAGES. {Gravel Company]Lafarae hereby waives all surface damage payments pursuant to any COGCC or local regulation, state staute, common law or prior agreement, for each and every well that is drilled within the Oil and Gas Operations Areas and for any access road, flowline, or pipelines constructed on the Property. KMG may provide a copy of this Agreement to the COGCC as evidence of this waiver. 22. ARBITRATION. • • 22, 23. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its conflict of laws provisions. 23. 24—ENTIRE AGREEMENT. This Agreement sets forth the entire understanding among the parties hereto regarding the matters addressed herein, and supersedes any previous communications, representations or agreement, whether oral or written. This Agreement shall not be amended, except by written document signed by all parties. 224. EXECUTION AND BINDING EFFECT, This Agreement may be executed in any number of counterparts each of which shall be deemed an original instrument but all of which together shall constitute one and the same instrument, and shall be binding upon and inure to the benefit of the parties, and each of their respective heirs, executors, administrators, successors and assigns and is executed by the parties as of the Effective Date set forth above. - 11 - The parties have executed this Agreement on the day and year first above written. KERR-McGEE ROCKY MOUNTAIN LLC By: JAMES P. WASON Attorney-in-fact [GRAVEL COMPANY] LAFARGE WEST I, NC. By: (Title) ACKNOWLEDGMENTS STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this day of , 2006, by James P. Wason, as Attorney-in-Fact of Kerr McGee Rocky Mountain LLC, on behalf of such company. Witness my hand and official seal. Notary Public My Commission Expires: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2006, by as of Lafarge West, Inc. Witness my hand and official seal. - 12 - Notary Public My Commission Expires: - 13 - SURFACE USE AGREEMENT This Surface Use Agreement ("Agreement") is dated and made effective this day of January, 2006, and is between Kerr-McGee Rocky Mountain LLC ("KMG") with an address of 1999 Broadway, Suite 3700, Denver, CO 80202, and Lafarge West, Inc., ("Lafarge") with an address of 10170 Church Ranch Way, Suite 200, Westminster, CO 80021. Whereas: A. Lafarge is the current landowner or is the current lessee under one or more sand, gravel and aggregate mining leases covering those certain tracts of land more particularly described on Exhibit A attached hereto, located in Weld County, Colorado (hereinafter referred to as the "Property"); B. Surface ownership of the Property is subject to the rights of the oil and gas mineral leasehold estate, a portion of which is now owned by KMG; C. Lafarge has received a mining permit from the State of Colorado Division of Minerals & Geology ("DMG") for the purpose of known as the . Portions of the mined out Property are to be reclaimed for use as water storage reservoirs. D. For purposes of this Agreement and its operations on the Property, Lafarge has divided the Property into two phases, identified as Phase I and Phase II, respectively, on Exhibit A. E. KMG currently operates wells on the Property, (the "Existing Wells") more particularly depicted as to the Phase I Property on Exhibit B hereto, and has the right to develop its oil and gas leasehold estate by drilling additional wells within areas also identified as to Phase I on Exhibit B hereto (the "Future Wells" and together with the Existing Wells, the "Wells") on the Property; and F. This Agreement sets forth the parties' rights and obligations regarding the relationship between the operations and development of the Property by Lafarge and KMG's operation and development of its oil and gas leasehold estate underlying the Property, such rights and obligations to be binding upon the parties' successors and assigns. Now Therefore: In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. AREAS RESERVED FOR THE EXISTING WELLS AND FUTURE WELLS; WELL LOCATIONS. Lafarge shall set aside and provide to KMG that portion of the Property hereinafter referred to as the, "Oil and Gas Operations Areas", such areas as to Phase I being depicted on Exhibit B attached hereto. The Oil and Gas Operations Areas are to be made available to KMG in their present condition for any operations conducted by KMG in connection with any Well, including, but not limited to, drilling and production activities, workovers, well deepenings, recompletions, fracturing and replacement wells. All Wells within Phase I will be limited to the Oil and Gas Operations Areas shown on Exhibit B, unless this Agreement is amended by consent of Lafarge and KMG. Except for the Oil and Gas Operations Areas, and the access roads and Petroleum Pipeline Easements (as defined below) as provided in this Agreement, KMG shall not occupy the surface of the Property except in the event of an emergency or for reasonable incidental, temporary and non-damaging activities, for which KMG shall be strictly and solely responsible for any damages that may occur to the Property. Within one year of the date hereof, KMG and Lafarge shall reach agreement on the comparable Oil and Gas Operations Areas for Phase II, and Lafarge covenants not to commence extraction or processing operations on the Phase II area of the Property until such agreement has been reached. Upon reaching such agreement as to Phase II, drawings or maps comparable to those now attached as Exhibit B for Phase I shall be attached to this Agreement for Phase II and shall be incorporated herein. KMG shall have the right to drill Future Wells within the Oil and Gas Operations Areas, including horizontal and directional wells that produce from the Property. As part of the consideration for this Agreement, Lafarge hereby waives its right to, and covenants that it shall not protest or object to any such exception location or application for same by KMG. KMG shall not otherwise have the right to drill new wells on the Property. The wellhead location for any Future Well drilled from the Oil and Gas Operations Area shall not be closer than 150' from the edge of the Oil and Gas Operations Area. In no event shall Lafarge stockpile mined materials within a radius of 150 feet of any Existing Wells. 2. EXTRACTION IN VICINITY OF OIL AND GAS OPERATIONS AREAS; SETBACK REQUIREMENTS. Lafarge reserves the right, at its option, to mine the gravel within each of the Oil and Gas Operations Areas in accordance with the terms of this Agreement. In the event that Lafarge elects to mine the gravel in an Oil and Gas Operations Area, Lafarge shall notify KMG in writing 60 days prior to commencing mining operations within the Oil and Gas Operations Areas and shall first place temporary concrete barriers around the Existing Wells as directed by KMG prior to commencing any mining operations on the Property. Lafarge shall conduct its mining operations in the Oil and Gas Operations Areas as quickly as reasonably practicable. Lafarge shall conduct its mining within the Oil and Gas Operations Area by excavating pie shaped wedges of gravel and aggregate and thereafter backfilling and compacting the area with overburden or other suitable material prior to excavating the next pie shaped area; provided, however, that in no event shall Lafarge mine within 90 feet of any Existing Well or Production Facilities (defined below) and provided further that in no event shall more than one quarter - 2 - circle segment of the pie shape be excavated at any one time. Excavation in the Oil and Gas Operations Areas will be coordinated with KMG in a mutually acceptable manner so as to avoid conflict with KMG's oil and gas operations and to ensure there is an appropriate safety plan and interim emergency procedures. Lafarge will bear all costs associated with the mining operation, including permanent or temporary rerouting and replacement of access roads, and flowlines and utility lines in order to prevent unnecessary interruption of production from any affected Well. In addition, Lafarge and its successors and assigns shall indemnify and hold the KMG harmless from any and all damage, loss and liability, including attorney's fees, incurred by KMG as a result of Lafarge's operations in an Oil and Gas Operations Area. Lafarge will not locate any lot line, building, or structure within any Oil and Gas Operations Area. Lafarge understands and acknowledges that the COGCC has rules and regulations that apply to the distance between a wellhead and public roads, Production Facilities, building units and surface property lines, among other things. In order to give full effect to the purposes of this Agreement, Lafarge hereby waives its right to object to the location of any of KMG's facilities on the basis of setback requirements in the rules and regulations of the COGCC, as they may be amended from time to time. Lafarge further and similarly waives its right to object to any other state or local setback requirements or other requirements or regulations that are or become inconsistent with this Agreement or that would prohibit or interfere with the rights of KMG, its successors and assigns, to explore for and produce the oil and gas in accordance with this Agreement. KMG or its successors and assigns may cite the waiver in this paragraph in order to obtain a location exception or variance under COGCC rules ---- or from any other state or local governmental body having jurisdiction; provided that Lafarge shall not be required to alter the agreed boundary of the Oil and Gas Operations Area to accommodate the location exception or variance. Lafarge agrees not to object to the use of the surface in the Oil and Gas Operations Areas so long as such use is consistent with this Agreement and Lafarge and its will reasonably cooperate at no material cost to Lafarge in any efforts of KMG or its successors and assigns to obtain permits from the COGCC or any local jurisdiction. 3. GATHERING LINES AND FLOWLINES. Subject to the limitations hereinafter described, KMG has a continuing right and entitlement to own, operate, maintain, repair and replace all existing and future flowlines, gathering lines and other pipelines that may be necessary or convenient to its operations on the Property ("Pipelines"). The construction and burying of additional Pipelines shall be at the sole cost and expense of KMG or its gas purchaser. Although this Agreement is intended to confine the placement of the Pipelines to certain specified locations within the Property, nothing herein shall be construed as a limitation on KMG's ultimate right to make all necessary well connections to any Existing or Future Well. Specific locations have been designated on Exhibit B for the location of the Pipelines ("Petroleum Pipeline Easements"). Each Petroleum Pipeline Easement shall be fifty feet (50') in width during construction, installation or relocation operations and otherwise reduced to thirty feet (30') in width for post-construction usage. - 3 - Lafarge's operating plans anticipate that roadways may cross over Existing and Future Pipelines. For any Pipeline now existing or hereafter constructed within a Petroleum Pipeline Easement prior to Lafarge's construction of a road for its operations (an "Existing Pipeline"), Lafarge agrees to abide by the General Guidelines for Design and Construction Activities On or Near Kerr- McGee Gathering LLC and Kerr - McGee Rocky Mountain Corporation Pipelines and Related Facilities revised 3-2004. In particular, Lafarge shall maintain a minimum of 48 inches and not more than 72 inches of cover over all Existing Pipelines during any of Lafarge's operations on the Property. Lafarge shall have no duty to restore lands mined before installation by KMG of a Pipeline ("Future Pipeline") or to initially install the required cover for any such Future Pipeline if installation of the Pipeline has not commenced at the time of Lafarge's mining or road construction operations in the vicinity of the Fututre Pipeline. KMG may install and maintain markers on its Petroleum Pipeline Easements. KMG shall mark its flowlines at all locations reasonably requested by Lafarge. Lafarge will not allow any extraction to occur, commencing at the surface of the original ground, closer than 25 feet from any Existing Pipeline of KMG unless a soils stability report prepared by an engineer licensed in the state of Colorado indicates that a lesser set back will be adequate for preservation of the integrity of said pipeline and provided that upon completion of such extraction Lafarge shall back fill and level the area within 25 feet from any Existing Pipeline. Notwithstanding anything herein to the contrary, in no event shall Lafarge allow any extraction to occur, commencing at the surface of the original ground, closer than 15 feet from any Existing Pipeline without KMG's prior written approval. Lafarge shall not allow any stockpile of soil to be placed over any Existing Pipeline of KMG or within a designated Petroleum Pipeline Easement, as shown on Exhibit B. When crossing KMG Existing Pipelines with heavy equipment, like earth moving equipment, Lafarge will maintain a minimum of four feet and a maximum of six feet of dirt coverage, in addition to the existing cover over the pipeline. When crossing KMG Existing Pipelines with trucks and lighter equipment, Lafarge will maintain a minimum of two feet and a maximum of six feet of dirt coverage, in addition to the existing cover over the Existing Pipeline. The depth of cover over the KMG Existing Pipelines shall not be reduced or drainage over KMG's Existing Pipeline altered without KMG's written approval. Any utility crossing must be a minimum of 18" inches vertical separation from KMG Existing Pipelines. Parallel utilities must maintain a minimum of ten-foot separation, unless KMG grants a lesser distance of separation which grant shall not be unreasonably withheld. It would not be unreasonable to withhold such consent due to reasonable safety or operational concerns. Lafarge will request that all utility companies contact KMG prior to laying lines parallel to KMG Existing Pipelines or in Petroleum Pipeline Easements designated in Exhibit B hereto. Construction of any permanent structure within KMG's Petroleum Pipeline Easement is not permitted. Planting of trees and shrubs is not permitted on KMG's Petroleum Pipeline Easement. - 4 - 4. ACCESS. Lafarge shall provide KMG with continuous access to all of the Oil and Gas Operations Areas and the Petroleum Pipeline Easements. The access roads to be used by KMG will either be those roads that currently are in place or those that are anticipated to be constructed by Lafarge at its sole cost and expense as part of Lafarge's operations on the Property. KMG agrees to access the Property according to the routes depicted and described on the attached Exhibit B. Access to the Oil and Gas Operations Areas may be changed by mutual agreement of Lafarge and KMG. Lafarge shall maintain and keep any access jointly used by Lafarge and KMG in a condition and state of repair that serves the needs of Lafarge. In the event such joint access roads needs to be improved in order to serve the needs of KMG, the parties agree to coordinate any such improvements as may be required by KMG in order to conduct its operations, provided that any such improvements shall be at KMG's sole cost and expense. Neither KMG, nor Lafarge shall unreasonably interfere with the use by the other party of access roads. Lafarge agrees that it will not mine or extract any portion of the access roads set forth on Exhibit B or as mutually agreed to by the Parties without the written consent of KMG. 5. BATTERIES AND EQUIPMENT. KMG shall have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and other equipment ("Production Facilities") reasonably appropriate for the operation and production of the Existing Well or the Future Well at the locations depicted on Exhibit B. With respect to KMG's Production Facilities other than flowlines or pipelines: a. KMG shall install and maintain, at its sole cost and expense, all fences around the Existing Well and any Future Wells and any other Production Facilities in compliance with the Rules and Regulations of the COGCC; b. KMG shall install and maintain, at its sole cost and expense, all gates and locks reasonably necessary for the security of any Wells or Production Facilities in the Oil and Gas Operations Areas; c. KMG shall paint any Production Facilities for any Wells, including wellhead guards, with paint that is approved by the COGCC; and Lafarge shall not inhibit KMG's access to the Oil and Gas Operations Areas or inhibit KMG's operations within the Oil and Gas Operations Areas or in the vicinity of the Production Facilities by landscaping or other improvements, unless otherwise agreed upon between Lafarge and KMG. Lafarge shall place temporary concrete barriers around all Production Facilities as directed by KMG before any mining operations commence within an Oil and Gas Operations Area for the Production Facilities. In no event shall Lafarge mine within 90 feet of any Production Facilities or stockpile mined materials within a radius of 50 feet of any Production Facilities. - 5 - 6. NOTICE OF FUTURE OPERATIONS. KMG shall provide at least seven (7) days prior written notice to Lafarge of any operations in connection with the reworking, fracturing, deepening or recompletion operation on an Existing Well or Future Well; provided, however, that KMG shall provide at least thirty (30) days prior written notice to Lafarge of the initial drilling of any Future Wells. Regardless of the foregoing notice requirements, KMG shall have immediate access to any of its facilities in the event of an emergency. After receipt of the above notice, but not less than five (5) working days prior to KMG's mobilization on the applicable Oil and Gas Operations Areas, either KMG or Lafarge may request an on-site meeting. The purpose of the meeting shall be to inform Lafarge of the expected activity and to coordinate site access, hazards, barricades, restoration or any other issues that affect the use and safety of Lafarge's operations. 7. COMPLIANCE WITH SAFETY REGULATIONS . KMG understands that Lafarge surface mining operations on the Property are subject to certain OSHA regulations. KMG agrees that while conducting operations on Property, it will comply with such OSHA requirements which Lafarge notifies KMG are applicable to KMG's operations on the Property. KMG also agrees to inform its contractors and subcontractors about such requirement. 8. DRILLING AND COMPLETION OPERATIONS. KMG shall endeavor to diligently pursue any drilling operations to minimize the total time period and to avoid rig relocations or startup during the course of drilling. Lafarge waives any objections to continuous (i.e., 24-hour) drilling operations. 9. SHUT-IN OF WELLS. In the event Lafarge materially interferes with KMG's operations on the Property which result in KMG shutting-in or prevents KMG from repairing or returning to production one or more of the Wells, then Lafarge shall be liable for direct damages or losses incurred by KMG as a result of such interference. 10. GOVERNMENTAL PROCEEDINGS. Lafarge shall not oppose KMG in any agency or governmental proceedings, including but not limited to the COGCC, Weld County, or other governing body proceedings, related to KMG's operations on the Property, including but not limited to drilling, workovers, well deepenings and recompletions, provided that KMG's position in such proceedings is consistent with this Agreement and provided further the proposed operations are in accordance with applicable laws, COGCC regulations and lawful local ordinances, resolutions or permit conditions. - 6 - 11. MINING PLAN. Lafarge has provided herewith copies to KMG of its Mining Permit, and the engineering structural report prepared in connection with the Mining Permit (the "Plans"). KMG acknowledges receipt of said Plans and has no objections to said Plans as approved by the DMG. This acceptance by KMG in no way waives KMG's rights in this Agreement or obligations of Lafarge under the terms of this Agreement. Lafarge acknowledges that KMG may conduct oil and gas activities within the applicable Oil and Gas Operations Areas as provided herein and shall not oppose KMG before any agency or governmental proceeding if such oil and gas activities are proposed and carried out in accordance with the terms of this Agreement and applicable laws, COGCC regulations and lawful local ordinances, resolutions or permit conditions. 12. LIMITATION OF LIABILITY, RELEASE AND INDEMNITY. a. No party shall be liable for, or be required to pay for, special, punitive, exemplary, incidental, consequential or indirect damages to any other party for activities undertaken within the scope of this agreement; b. Except as to claims arising out of pollution or environmental damage (which claims are governed by Section 13 below) or out of other provisions of this Agreement (which claims shall be governed by the terms of this Agreement), each party shall be and remain responsible for its own liability for all losses, claims, damages, demands, suits, causes of action, fines, penalties, expenses and liabilities, including without limitation attorneys' fees and other costs associated therewith (all of the aforesaid herein referred to collectively as "Claims"), arising out of or connected with each such party's ownership or operations on the Property, no matter when asserted, subject to applicable statutes of limitations. Each such party shall release, defend, indemnify and hold the other parties, their officers, directors, employees, successors and assigns, harmless against all such Claims. This provision does not, and shall not be construed to, create any rights in persons or entities not a party to this Agreement, nor does it create any separate rights in parties to this Agreement other than the right to be indemnified for Claims as provided herein; c. Upon the assignment or conveyance of a party's entire interest in the Property, that party shall be released from its indemnification in Section12.b. above, for all actions or occurrences happening after such assignment or conveyance. 13. ENVIRONMENTAL INDEMNITY. The provisions of Section 12 above, except for Section 12.a., shall not apply to any environmental matters, which shall be governed exclusively by the following, subject to the limitations of Section 12.a. above: a. "Environmental Claims" shall mean all Claims asserted by governmental bodies or other third parties for pollution or environmental damage of any kind, arising from operations on or ownership of the Property or ownership of the oil and gas leasehold interest, whichever is applicable, and all cleanup and remediation costs, - 7 - fines and penalties associated therewith, including but not limited to any Claims arising from Environmental Laws or relating to asbestos or to naturally occurring radioactive material. Environmental Claims shall not include the costs of any remediation undertaken voluntarily by any party, unless such remediation is performed under the imminent threat of a Claim by a governmental body or other third party; b. "Environmental Laws" shall mean any laws, regulations, rules, ordinances, or order of any governmental authority(ies), which relate to or otherwise impose liability, obligation, or standards with respect to pollution or the protection of the environment, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 466 et seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401-1450), the Hazardous Material Transportation Act (49 U.S.C. §§ 1801 et seq.), the Clean Air Act, and the Toxic Substances Control Act (15 U.S.C. §§ 2601-2629); and c. Environmental Indemnification. KMG shall protect, indemnify, and hold harmless Lafarge, its successors and assigns, from any Environmental Claims relating to the Property or oil and gas leasehold thereunder that arise out of KMG's ownership and operation of the Oil and Gas Operations Areas and its ownership and operation of its Petroleum Pipeline Easements or rights-of-way on the Property. Lafarge shall fully protect, defend, indemnify and hold harmless KMG from any and all Environmental Claims against KMG, its successors and assigns, relating to the Property that arise out of Lafarge's operations on the Property. 14. EXCLUSION FROM INDEMNITIES. The indemnities of the parties herein shall not cover or include any amounts which the indemnified party is actually reimbursed by any third party. The indemnities in this Agreement shall not relieve any party from any obligations to third parties. 15. NOTICE OF CLAIM FOR INDEMNIFICATION. If a Claim is asserted against a party for which the other party would be liable under the provisions of Section 12 or 13 above, it is a condition precedent to the indemnifying party's obligations hereunder that the indemnified party give the indemnifying party written notice of such Claim setting forth all particulars of the Claim, as known by the indemnified party, including a copy of the Claim (if it is a written Claim). The indemnified party shall make a good faith effort to notify the indemnifying party within five days of receipt of a Claim and shall effect such notice in all events within such time as will allow the indemnifying party to defend against such Claim. An indemnifying party shall not be obligated to reimburse an indemnified party for amounts paid in settlement of an indemnified claim unless the indemnifying party has agreed to the settlement, which agreement shall not be unreasonably withheld or delayed. 16. REPRESENTATIONS. Each party represents that it has the full right and authority to enter into this Agreement. KMG does not represent that it has rights to settle matters for all of the mineral owners or any - 8 - - - other lessees in the Property and this Agreement shall only apply to and bind the KMG leasehold interest in the property. 17. SUCCESSORS. The terms, covenants, and conditions hereof shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns; provided, as to KMG, successors and assigns shall be deemed to be limited to lessees under the oil and gas leases which KMG owns. 18. TERM. This Agreement shall become effective when it is fully executed and shall remain in full force and effect until the earlier to occur of the following: (a) KMG's leasehold estate expires or is terminated, and KMG has plugged and abandoned all wells and complied with the requirements of all applicable oil and gas leases pertaining to removal of equipment, reclamation, cleanup and all other applicable provisions of the leases and existing laws and regulations or (b) Lafarge's sand, gravel and aggregate mining lease expires or is terminated (as to the portion of the Property Leased by Lafarge) and Lafarge has complied with the requirements of it mining leases and Mining Permit pertaining to removal of equipment, reclamation, cleanup and all other applicable provisions of the lease, Mining Permit and existing laws and regulations. When this Agreement ceases to be in full force and effect, the Parties shall execute any and all releases necessary to evidence the fact that this Agreement shall no longer apply to the Property, except as to any indemnities set forth herein, which indemnities shall survive termination. 19. NOTICES. Any notice or other communication required or permitted under this Agreement shall be sufficient if deposited in U.S. Mail, postage prepaid, addressed to each of the following: If to KMG: Ken McGee Rocky Mountain LLC 1999 Broadway, Suite 3700 Denver, Colorado 80202 Attention: Director of Land Denver Basin Lafarge: Lafarge West, Inc. 10170 Church Ranch Way, Suite 200 Westminster, Colorado 80021 Attention: Director of Lands Any party may, by written notice so delivered to the other parties, change the address or individual to which delivery shall thereafter be made. - 9 - • �-- 20. RECORDING. This Agreement, any amendment hereto shall be recorded by either party, which shall provide the other party with a copy showing the recording information as soon as practicable thereafter. 21. SURFACE DAMAGES. Lafarge hereby waives all surface damage payments pursuant to any COGCC or local regulation, state staute, common law or prior agreement, for each and every well that is drilled within the Oil and Gas Operations Areas and for any access road, flowline, or pipelines constructed on the Property. KMG may provide a copy of this Agreement to the COGCC as evidence of this waiver. 22. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its conflict of laws provisions. 23. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding among the parties hereto regarding the matters addressed herein, and supersedes any previous communications, representations or agreement, whether oral or written. This Agreement shall not be amended, except by written document signed by all parties. 24. EXECUTION AND BINDING EFFECT. This Agreement may be executed in any number of counterparts each of which shall be deemed an original instrument but all of which together shall constitute one and the same instrument, and shall be binding upon and inure to the benefit of the parties, and each of their respective successors and assigns and is executed by the parties as of the Effective Date set forth above. - 10 - The parties have executed this Agreement on the day and year first above written. KERR-McGEE ROCKY MOUNTAIN LLC By: JAMES P. WASON Attorney-in-fact LAFARGE WEST, INC. By: (Title) ACKNOWLEDGMENTS STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this_ day of 2006, by James P. Wason, as Attorney-in-Fact of Ken McGee Rocky Mountain LLC, on behalf of such company. Witness my hand and official seal. Notary Public My Commission Expires: STATE OF COLORADO ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2006, by as of Lafarge West, Inc. Witness my hand and official seal. Notary Public My Commission Expires: - 11 - Page 1 of 2 King, James From: Mike Morison [Mike.Morison@ttrmc.com] Sent: Wednesday, August 16, 2006 4:39 PM To: jbutera@kmg.com; mpritchard@kpk.com Cc: tenright@kmg.com; jason@kpk.com; King, James; vecchiassociates@comcast.net; eric.reckentine@lafarge-na.com Subject: re:Riverbend gas exhibits Please find attached, preliminary pdf files of gasline exhibits for Lafarge Riverbend project. MICHAEL A. MORISON TETRA TECH RMC 1900 SO. SUNSET ST., SUITE 1F LONGMONT, COLORADO 80501 303-772-5282X213 DISCLAIMER STATEMENT-USE OF ELECTRONIC DATA FILES TETRA TECH, RMC The electronic data files (Files) furnished by Tetra Tech, Inc. (Tetra Tech), and any subsidiaries of Tetra Tech, to the person or entity receiving the Files (User) are provided only for the convenience of the User, and only for its sole use. USER AGREES THAT, BY OPENING THE PACKAGE CONTAINING THE FILES, USER SHALL BE BOUND BY AND SUBJECT TO THE TERMS OF THIS DISCLAIMER. User recognizes that the Files may not be adequate or appropriate for User's needs. In the case of any defects in the Files or any discrepancies between the Files and the hardcopy of the Files bearing the seal of Tetra Tech's professional registrant, the sealed hardcopy shall govern. User accepts the Files on an "as-is" basis, with any and all faults. There are no express warranties made by Tetra Tech with respect to the Files, and any implied warranties are excluded. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED. Tetra Tech assumes no responsibility for the accuracy or completeness of the Files, and any use or reuse of such electronic data for any purpose shall be at the User's sole risk. Furthermore, in consideration of the use of the electronic data and the Files, User agrees, to the fullest extent permitted by law, to defend (by legal counsel selected by Tetra Tech), indemnify, and hold Tetra Tech harmless from any and all claims, damages, losses, costs, and expenses, including attorney's fees and EXHIBIT L,s 2/6/2007 Am :Set Page 2 of 2 (including the costs of any appeals) arising out of or resulting from User's use, reuse, or use by others, regardless of whether such claims, damages, losses, costs, and expenses are caused in whole or in part by Tetra Tech. The duty to defend, indemnify, and hold Tetra Tech harmless shall apply regardless of whether such claims, damages, losses, costs, and expenses arise out of causes of action for tort, including negligence, contract, warranty, or strict liability. 2/6/2007 I ,` 1 I I I LR67 I , R66W _ r,_, ._). r t + S mss r I II \. - . 11 -J iI �I E,C;l12l 'Y I «��i l SEC III'7 il J . p fn f(4 , • c 1 \ I ��, fig z.1 z, ,_. ---- =I r / . - f i t F - mod, liI � _ -- N ,iLi ce �vPIII, 1 I I P ° .feY J 1�0` `� 1N y1 „ µms,._ At- : .o �S.ff�. r. I _ J ate` I �` �_ �� ,� � E+I 1 P L 8Y • 1 l4I," I ■ II C��- I . `' I .7 , raerr 'i , 1 .),k • b BHA pp � 11` ---,,c/� atN --,•••••=.7.a•----- — -r ■ 7 CAS C: N` - '- i i os— . II 19 LAFARGE I «`tit , I `— "—` RIVERBEND t �`—'.Ii.�, a'1 %, Ali I a Ir II KERR-McGEE North OIL FACILITIES ki EXHIBIT "A" SECTIONS 12, 13 AND 24,TIN, R67W, PHASING PLAN SECTIONS 7, 18 AND 19,T1 N, R66W, 6TH P.M.,WELD COUNTY COLOADO .� TETRA TECH RMC 0 10W 20W 190D 5. SUNSET ST., SUITE 1—F, LONGMONM, CO 8D501 c I = TEL 303.772.5282 METRO 303 665 6283 FAX 303.665.6959 8 air RIVERBEND GAS/OIL FACILITIES 1 OF 1 SnAl C. 1"_9nnnV 80-4137.012.00 R67 V R66W I,: _ i r. -sue _° �), es. ( `It 4if II4 1 i 7 ..„<r ') I _l - . •.) 1 --ti i Jr, I I ,i. � -- --- ? � P � '1'� d� l4di iii k 11— ' ; /.."4„, ., k I 8 I . 3 �.'f1 — & ;� ,I� 'Z.... !-1p' ' EIC 5, s SEC. I17 P1ftE .•i�: 1tI 71 liI • 111N {[ ; 4,' /b., _ 1It IN IN. mIii ilaili ICt S 4�' 1 Pi CBE 11,1 1 ' L imi ,_ .. 1-- pi , att;:(ii (4).--1, _(V-- , ir 44111 at < 71 I re e 1 .r , .........„,.. � III . „, `1 + ,, , 9 it S 6 4 : • 19 LAFARGE ! ; -- RIVERBEND- /i i '+.. 41^, �r B0-llllPrtc1 WCR6 _41 \ "I St- sr4ttyti 'L,2 I ; } , K , ERR-MCGEE North OIL FACILITIES EXHIBIT "B" SECTIONS 12, 13 AND 24,T1 N, R67W,r iii; OVERALL PLAN SECTIONS 7, 18 AND 19,TIN, R66W, PHASE ONE 6TH P.M.,WELD COUNTY COLOADO TETRATECH RMC C, 0 1000' 10W lb 190D S. SUNSET ST., SUITE 1—F, L0NGM0NT, CO 80501 n TEL 303.772.5282 METRO 303 665 6283 FAX 303.665.6959 Ei it IMMIS RIVERBEND GAS/OIL FACILITIES 1 OF 13 cfAI P. i^=2nnn' 80-4137.012.00 '- - — —_,I)- • / 4.- `'-':' :Iri-,;:"•:Cif,:l'f).1-itf1/4,,, c,4•1,:i,-;:s:x:,•171.z:::•::,1:::::,,A;:. 3 �.... N ; - r LOUVEYQIR - 4.5/A::1,3:1:44":::;;;;< .G>1..>;::>",,;6t..>.:.> r "'' J f �� t - .. 139 : dELACCES� 1�� \ , aI ref` _ . :. . P'�'� QiAS WE :. RO�A{ZNEW -rzcit i v ��/i - i / U I \``10.cj i: 7!Mh1i , TING "- 0 H ■ j EA /-- i _, i I I \\‘ G `µ�► :EABA . T�0 ZC .A ACAS • wias� -_, . / _ `4, ��T1 T• 4TURE' ', .� !" -a�� mss. ►� Ri-10612Civim; 4.- S t,-Re , 7 . - I\ I22 �Yw_ �� SO iye_� • �I\•��ll�� "i' "l/� II c`GEE '';: '� �•s�. ,r}/rR\�L \ DI� °- rvan ' 4 n �'- = ---' Q4-\ ♦ N„„,...Rk ` T ` _ALIGNMENT , -c•� .\\\ e \\ \ . 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SUNSET ST., SUITE 1-F, LONGAAOM, CO 80501 4 _ -- MINING LIMITS BOUNDARY ci TEL 303.772.5282 METRO 303.665.6283 FM 303.665.6959 _ �. „ RIVERBEND GAS/OIL FACILITIES 2 OF 13 R(:AI P. 7•=qnn' �/, OIL STRUCTURE SETBACKS 80-4137.012.00 'y Via:' MIN �—:�� ;II I6' 'Pt) � 'I� / i I II �� i ) i IT \\ l / >, /i / / / /%I �� "'''''''""'",r -•1 /i' �-- i•4/ Vi/ vjA�A-- -�- ' \ r CONVEYr //i/ i 1 I r ," //'/ L' / / / r I , 1 _ I/ 2 / I 1 ` /✓„ c. emu, v �' r _.- __..�_ ,,.., s¢a r - �. >w 1 E I:i t / �dELLACCESS --.�� .�-- -, -..t....7, S3 V �lr / A'OAD.NEW. F E cr._ _ !_ . ��:_ b �I,fl e^mr / 1 , r� ��" -/ 4 r\\ / 11 ( r 1 � �= E EXISTIN WELL A CESS ROAD 1 hy! ' a- / , II /- I 1 �' EXI TING N THR.' GH PLANT DITE Af EA TO �� 1V L2 I - UL WELL ABANDONED ' �`�a� 4co KERRMcGE�/BUSTING /�/ Ill JC / r —'CL'.-1% .� �R.' III r .>°'n\�\\ "*� '''"'" *.--.......--'< o-2 1�'0%l/ 1.� �. \ R ��'^ Ham' -P 9 III j /`� —� w :4' - gym' " lll Ild l i ,,, s ••,,, IN , f rim • �.�`,3 , 1 j III III_... WEL�AC ESS ° \� TU E �. I \ a p �IVECC \ ` ALIGNMENT :, a`\ quo i \\ \ , ` � � r \ . �`� \`� �7://ice/ I/� •.,i�1!i s • Nb- - R6 I ( Vim' Imo" nom! a_e-__. Ids _ ' � \'rv. .�., o North —D— DIRECTIONAL DRILLING KERR-McGEE GAS WELL ACCESS e '_ PROPOSED ACCESS THROUGH PLANT SITE DURING EXTRACTION PHASE -- ___ LAFARGE/RIVERBEND MINING SW 1/4, SECTION 19, T1 N, R67W, Iiiii; OPERATION BOUNDARY 6TH P.M.,WELD COUNTY COLOADO -7 4"..- TANK/GAS WELL TETRA TECH RMC ?I o 160' app -..c G —.c EXISTING GAS LINES 1900 S. SUNSET ST., SUITE 1—F, LONGMONT, Co 80501 `I �- _' ""'� MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303 665 6283 FAX 303.665.6959 RnAl F- i•_ann' ? '' OIL STRUCTURE SETBACKS 80-4137.012 00 7, e / 1 J v _ P� r_ L ' ! 1 II �� rr��\ aZ_\ � ' f mss, McGI I! L. `II IiIII AHLLGN _ , OA AralI Pte_ 1 are"� li ‘1\‘\1/ — E —EXISTNG WELL A CESS4ROAD �� w : / KERR-McGEE Id-4S / ,k_�XISTING THROUGH PLANT SITE A EA TO kI, F_/°+a, LL BE ABANDONED ' tk r-� 4 ' a .: — KERB-McGEE ; W t ..+ • EXISTING� v �I! i ( °Rp� TANK STljb�( li L C �� 'L.._ 3 v�`� / la, ' \ �A1 1111 \� /// y 111thI • ,�r�� 5T Rf�( Ill ////� / •�C�V �A\V\v — ELL J, PLANT �\\\ DIRKEID _45o '� -� Ae% / d nib Y ..Ii•� - • N.._ .srELL I i • '� ,_ag � 30; M. v �'l ((�IIV� o� GAS WELL �� / _ Q�Q �. rF�v�. • —' erl, \ �_.F ,...._mo North —0—DIRECTIONAL DRILLING KERR-McGEE GAS WELL ACCESS Illirli _- , PROPOSED ACCESS THROUGH PLANT SITE DURING RECLAMATION PHASE -_--- LAFARGE/RIVERBEND MINING SW 1/4,SECTION 19,T1 N, R67W, OPERATION BOUNDARY 6TH P.M.,WELD COUNTY COLOADO � •��- TANK/GASWELL TETRA TECH RMC —c'=c. ( EXISTING GAS LINES , 6 15d 3W 1900 S.SUNSET ST.,SUITE 1-F,LONGMONT,CO 80501 o 5 } MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 RIVERBEND GAS/OIL FACILITIES 4 OF 13 CRAI F. 1•❑gM' Si OIL STRUCTURE SETBACKS 80-4137.012.00 I I WCR ■ie1 X1:1 _._. •' .—•--- DHE r', ` �H_• I �a■I -'gip �R _ . — — _ r .. ___ ',‘ I II I� II ,n297VVIDEUTI ,� .I;��;�I'IEN �i -, �� I I � XI ��' 'p� a icFJ5' n'�IN; I if RcGE �I /r' ,� L CTI SIr� chId..y/ G � • WELL �//. �� 1 ) , r j� ill GAS ELF I�(r '�I d i' i ) ' !! !! !!!r my i - . / '67/ �� '� �� MTV -_ /- �� I ; --- — I : J ;MAN A r S WELL n I(, di t , II JI II'lII�i j-' --rte _ if: !ill( !II , �I i o - -G_c-o-o-r_C Yr (_G-r r.r a- r r n r r p r r .c-f r..-.r r —. f-- A - au n ✓u A."R-KM -� ( i EXTRACTION PHASE North KERR-McGEE LEGEND: OIL FACILITIES -___ LAFARGE/RIVERBEND MINING NE 1/4, SECTION 24,Ti N, R67W, Iiiiii OPERATION BOUNDARY 6TH P.M., WELD COUNTY COLOADO .•,� •� l_ TANK/GAS WELL TETRA TECH RMC 2i ��. 20(1' --� -( EXISTING GAS LINES 1900 S. SUNSET ST., SUITE 1—F, LONOMONT, Co 80501 c 4i , , •••••• ' •••• MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 ar •_onn' .,,,,,,.... OIL STRUCTURE SETBACKS RIVERBEND GAS/OIL FACILITIES 5 OF 13 80-4137.012.00 4II. WCR8 _._. .- _ r r♦ x r ei ` � 7 / Ii -'r-7--II ��;I :3Q'11Vf EIS j t` 1 c &.lITJ ASE NI 1 F I �r. (EX T'} LESS-"0 ' 11) r I :SILt•S OM --- � j , :-: : { RECLAIM TQ I �` .e i ` •;� •--EXIST1.IGACCE'S " o; a I , I it UPLAND.•• , �`. + mtI I :' '-'--07REMA1N•I:N•P 'C t :I ! 1 :KERR MCGE I:7 �� j 7P •EXT T'I�P S�►> I, 'FUTI.JRE'• �, ,t�` ;: :: t, I ; ' ,, �v • :GAS WELL: I1 f ' : . �A4 Ir� a:'.1 .K:P �pU .NAN- � ;// �. : . EXI 'ChV �=;t GA �AIEL �� I. awrz4 r �7i J .�� - -� ��` .-.-.•. -. .�� . �I Y 7 i • ---)\-., � `�/7!.� • } SILT:St4FtAGE X11 \� ' ! '., 'I�CLAIMIoufN9: l�I,,\ t\ ,.. • y (( Tom,./c5 I1 )1 j 4» v. `•. (d-Li yiII — — — ' --. -G_0.-G- G-f r_r�^�G-r.._f_-r r f r r r r r r r r_r -'l`-�r�r r.-P"T � •� f.,,r. ✓•1 - sr a-KM `. 7 _ - t RECLAMATION PHASE North LEGEND: KERR-McGEE El; ::::::1:.:::111 SILT STORAGE OIL FACILITIES -- LAFARGE/RIVERBEND MINING NE 1/4,SECTION 24,Ti N, R67W, OPERATION BOUNDARY 6TH P.M.,WELD COUNTY COLOADO •, •.5- TANK GAS WELL TETRA TECH RMC E -G--G-(1-( EXISTING GAS LINES i o io 200' 1900 S. SUNSET ST., SUITE 1—F, LONGMONT, CO 80501 3IIMS I I — I — MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 +' OIL STRUCTURE SETBACKS RIVERBEND GAS/OIL FACILITIES 6 OF 13 cr-nl F•��-�nm ,,.,. 80-4137.012.00 °11,71=dri.,=1,71:18_ ,I ,H- J _f' 1 1 >'E 8 I - 1 _ _ _ I r`+ "rte % tit/big i / / f �1 � AA / / � � l',,ii ql rlry�� L r r� y / / / I ft � ` I' iII'IIIIIIIII!jjlll �� / , ! } I11WRIN I II L -� _ _ � �1 }' _ �� ° IL �I„ ) 1 I -/(( e '1 MIM a r �I , i I /1 ) N 111 j'i %�i )! P. _P,.QSED ACCEIS 'RQAt , f t i /2 I �. �'�JJ,�''' DI ECTIQNA / / ,,; IF 1 / - ii //'a'�,/iiJ D ILL % i 1' Ali / ' 1\ I( - ,,I, iK;s4 , I ' I I I L I\ A (*`, '\�, \\ \ ,\ III I I i I y / /// I u l \,,� . . �� k° \� :! II I ///// // �_ 1 III �/ I e:, t ,', w• ' y, i /., , TI S WE L / ICI �: ��;,� �� _: �� i \,1 .111 . limo ' it i '!"<"aa.% ��% ♦\\r r J p� I III t —` .. •� • ,064-.rani—,. riraa rL 3 ,y t3-`" / — _� q.f9-KM .� FF 1, -1 ------__ 4 ��3CM '_ \C _�; �\ -- •n ttt�..F-c_o-c-ar-o-o-c-�.c�c-F-� c-a-��c-��o-r,_c C-0.--G, �I! EXTRACTION PHASE North LEGEND: KERR-McGEE :t RECLAIMED CONTOURS OIL FACILITIES __._ LAFARGE/RIVERBEND MINING NE 1/4, SECTION 24,TIN, R67W, OPERATION BOUNDARY 6TH P.M.,WELD COUNTY COLOADO 4„,17•40,/...„,, TANK/GASWELL TETRA TECH RMC L ---Gc- -( EXISTING GAS LINES 0 100' 7AU 190D 5. SUNSET ST., SUITE 1-F, LONGMDNT, CO 80501 _ , • — ' — MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303.665.6283 FM 303.665.6959 cr �•_�nm )nr,)\�1fY�{s OIL STRUCTURE SETBACKS RIVERBEND GAS/OIL FACILITIES 7 OF 13 80-4137.012.00 • ,nl b X271 _ Y�II • Qe f dr ....c...... P• •.:.:..• ` 'i • • a • G of 'l� �� e: . .. . \,` `.. `.=.:. r / 7 / II )• • • • "1 ` ` v -.DRI L.•.•. 1.•-••:`•`•`•:••-:1 • • • • • • • 1 I � ' • •`` • • • I �� RCCCiAIi'Ta Q. + " : : .: GELS : ,' ` ' �i•..•, 2'.•:: • • •1: • • • 't.:„.�.��,��•� • PlO�D5ED;ACG �S ROAD* — ... 4".6-K r — .� Y— —___-_. 4or*M ., C.: \ �� i +o C? .4f;-c-c-F�c-c-6-G-c-a-c�c-c-��._o- 7"-a"-c-� -c-�6-c- -I c /_ RECLAMATION PHASE North LEGEND: KERR-McGEE IR ` SILT STORAGE OIL FACILITIES _-___ LAFARGE/RIVERBEND MINING NE 1/4, SECTION 24,T1 N, R67W, OPERATION BOUNDARY 6TH P.M., WELD COUNTY COLOADO y,�•.��__,,, TANK/GASWELL TETRA TECH RMC -G--G -r EXISTING GAS LINES 0 100' 20D' 1900 S. SUNSET ST., SUITE 1—f, LONGMONT, CO 8D501 e', * DIMIIIIIE 1y,, — ' — MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303.665.6283 FM 303.665.6959 cr r_�nn' / "w OIL STRUCTURE SETBACKS RIVERBEND GAS/OIL FACILITIES 80-4137.012.00 8 OF 13 III 5Ct Vf ., JIJ{!.wWCR �.Y.+X** 14 i P� ♦ 1 tvaOP I `� 8 ot:cP S tte 4, ,A 4 / H _ a A I s vEJ \ ■ i <,, f: III 1 11 II (� .I `f I i%% i et // ' VIII .. P.Pw A - / / i/q �l e III �6 9� �i ,;iIk Dii-ti < •d ° ., di ,/ /i // / 11 ...� � :.; . /if; /', •/ z' /• %/ II � I' = I P &(t:* . -, 0 EE 7 )DDC'�, 1 F IY /✓� 'll/ _ it Neil / _ S9 'ua - ¢ / �i Iili . ' , - ai I I9 IL %/ I I ,! - Ali /k i . t l r_ \\ I1 IIII 'Al� ;;::?4-;;;:l4.1:1,1( I ii �dl \�- 1 _ I' air` we.,i`- fTY �> V s s, t '1 1 OQ 2 a _ TION OP EXIST.ACCESS ��A eeN i � 1 THROUGH MINING AR ,/ �y�6yq «' �a :1 .' yr vF a E ABANRQNED-— A��I� q, ,;y:s j 1 EL8@a ED ES ROAi7 I l I,. 0 vEtp \ gloLe d'� "� :: tssa I'V c t, �l 11 —\� -7 ,A,-.- I ,wf, as Jar kS ,ii,,,,-.„.,-.„ , IG,1 ., - e� i —1—� _ / tv' 9 A®G + S} to I I' ,�II r_L',� / al/ "EL.1, "'° Ry'i�6 8p 9�v I T- I 4�» , % ORA a ,Aitt e,hct r3• �\ , 13 I ,If i 56' MI- • k �� ill II / Ni a i �I C # I`I \ I / I FUTURE a -42:::::::4 YtT, 1 KPKAUFFMAN =% �ii:Sr � I �p I / e �� R ! ll�� jw, , I, MIN ,�b— >.a. z' GAS. I \,;4, 1 lu i TP. 1 1 A�. it III I <P ♦ ,W 1 f , Ii I Ii Jr SEE SHEET 0 11 =- .�' •Sit• y?t 'v BMW , Iv ' 1 I �� il FOR WELLS- FUTURE -..-- _ ' `� a „ 6G EE ` ii I !I I — (__ ° U II ' ��i �a ',a v+ -, , E L-------- Pye 4 S; 1 lq��,, !I Ii CANVEYOR 4.•'s:o.5� v�`.A,!il ^...., ..Y.� . _. EXTRACTION PHASE North KERR-McGEE LEGEND: OIL FACILITIES -____ LAFARGE/RIVERBEND MINING NW 1/4, SECTION 19,T1 N, R67W, OPERATION BOUNDARY 6TH P.M.,WELD COUNTY COLOADO nli lliii; TANWGASWELL TETRA TECH RMC e. --G-�� -t EXISTING GAS LINES 0 15D' 30U ttMilt 1900 S. SUNSET ST., SUITE 1-F, L0NGM0NT, CO 80501 "' MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303.665.6283 FM 303.665.6959 c 'ma== '.., RIVERBEND GAS/OIL FACILITIES R(`AI F•rzan0' 6■'••'° OIL STRUCTURE SETBACKS 80-4137.012.00 9 OF 13 L Ilg ♦ L �, AAAAOI J` 1 `I 41F�. _ w i I . , WC H A�AAA n , _ 'I Y ��A� ^_. �/ ��01— Ian/ { � � � �tvP !jff ? � ♦ �(/ J / - ,r , I r� KE / b>�O r dlr �(' F I�z %n / ,-_ a ��A�irilrrr � }I GG rl ç '7 l I rr W A� IU IP / � 7 `sAAI''li rUl ' I��II�� 1.AAII III I 1 ! I. �AAlll III V I III AAA�111�111�1�111 %//-� ION OF6CIS/ 1 T.ACCESS I I \ > A ' S' II III THROUGH PAINING AR / II A I! lu 'I ►t III '1. ABANDONED n�� 1y1,1' ,1+,11►AAA 1 �v� \�/ •'�III I b ►AA ' t / I oiau ��4AAA `,jl� C � irk LOCATED ACCESS ROAD ii�A6iiAp ' t �i. WELLS ,� �Il¢�Ali a�myA I . �rl t:tH % ' \ • t• ill6l�l� 1 rt �� Al TANKS ORAGE II� �� n'raAiv „* " '1.1 ,/.....,1 — A • r FUTURE \�'- �F�j+.�AiAiAaa _ '''\\'�. KP KAUFFMA • �S`\Ai�A�s@'t"� x ? 1 GES YIIELL— �: . ,��►Qj . 01 y 1 \ �1 I R " Sri.+Fr ` FULIJR , rA9S@0 I SEE SHEET 11 — .'"1, A`A1o��, I \ ,♦ I I! . FOR DETAIL FR-PURE A 1.� 'iL r I 1 WELLS 1' ( I AAA��i;ll 11 � I,L wl 1 1 . 1J % AIi ql 1I A N IU �I r`- ------ �QIiUiPi N''''* '; At 11 ql AA�IUNIU1Di _ \ �.,, l AAAA�1111111411$I I �_:+. I r,li.: I,�`I 1.."v`:: RECLAMATION PHASE North KERR-McGEE LEGEND: OIL FACILITIES ____ LAFARGE/RIVERBEND MINING NW 1/4, SECTION 19,Ti N, R67W,FR0PERATI0N BOUNDARY 6TH P.M.,WELD COUNTY C0LOADO •• TANK/GAS TETRA TECH RMC F. —G—G _c EXISTING GAS LINES 0 150' 300' 1900 S. SUNSET ST, SUITE 1—F, L0NGM0NT, CO 80501 �- I , — , — MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303.665.6283 FP( 303.665.6959 c cr ,•_vnn' •�..uw"" ' 0ILSTRUCTURESETBACKS RIVERBEND GAS/OIL FACILITIES10 OF 13 80-4137.012.00 , .. .. ..._ _ , //LN i 50' , / / ei,„„., — as aii 15 •i ( / ' I 1 / 4 FUTU E KP EXISTING I iv KAUF MAN KERR-McGEE GAS WELL GAS WELL / % / o , i \ FUTURE KP KAUFFMAN ' GAS WELL / / I 1 N. NyoI ♦ V 3/4, — / I I ♦ ` I ENLARGEMENT OF FUTURE WELLS North K.P. KAUFFMAN COMPANY INC. SECTION 19,TIN, R67W, 6TH P.M.,WELD COUNTY COLOADO TETRA TECH RMC r, 0 1900 S. SUNSET ST., SUITE 1-F, LONGMONT, CO 80501 TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 RIVERBEND GAS/OIL FACILITIES SCALE: 1°-60 80-4137.012.00 11 OF 13 i .LI. �I ;L I I r'f' 11 _ , 7 �e" e°°S�� 1I' 1 / I , �/ \A �JV J��dpJ�JJJ II '�( l ,H „, ,,,,,<„, � r '/ i� ��i�♦A �I 7 r/ i „ Je t.I g . 1 r 1 �'♦��y�r 'y�, i. , �, .� I. eLPI • �;(y qi \ IX 41 I, i 1 �♦�• en J� 1 I //IJ Iv ? I % F i f i'I I ( JJ. '' 1/ I I \. 4 I •.� it__ { J 1 �� I A� v� ♦ +h �� y ''J \ t , �� I , ♦♦ ,a�� % , I , i,,, ,41 I $ 'n • U -••• �nr 'v/ 1 ry II� �� uJ %^ A , J Jz 8 r+ II. -- -sue. f '{ \\ �4 �J♦ r J \ 1 - f 111 1' I� J /�"\ -Of 1 III \ 1 '% I III LI I r-i r ji �l\�`-. 0 t�Jr gy. �.� ��ftff''E. 1 yl � I / i 1 iI I� �!. r �I,,v, aJ��eq� 5'lQ ��, IL I , I ,- a „I r 11 1 \ i [ tI `_i v`Fo,3J��t i.` �_2., � ,... is lam' ., l G r`I , i � -- t J ''�J4Y 4 1 it,jiDrt', 'v d (( ., J I - :'71 0 ( 4 'i1 /o I I!) ____,t;\ 1 ! i A gar i1* v1-I. vvyy1� i I ,'-. .1 I OO' / 114,x,' P� 1 � , it � y—.- e A � t' '.'..' .KM I Ob ♦ eJ� , \ \,\� I 1. C, 7 11 _ I_—_—_p� J'♦ a�L�}o :� ; „fl t,;:, \ ./ ' ,: „ I 1 1 0I I .$ .f.'e �. A Wo I 1 ' a, 4.T v "" Im < 6.,.�,♦oJ.J \ A,4 \ r i, I FUTU NJ�♦ a `'.� a ,2-ri, r 1 J " Cam , v 1 5O1 Mi II 1 , �; r'' o '•' ♦ s \ '1 Ott tr\ �� ♦ � 'J♦r �. 1 L ;r �I �► wig' 'F tlIl I�II DELICOMV I yNE II', ACCESS R0' o •v• \ ' P.1 TO REMAIN V �I WCR 8 . . r .4 Je I . EXTRACTION PHASE North KERR-McGEE iiii LEGEND: OIL FACILITIES ,.____ LAFARGE/RIVERBEND MINING NW 1/4, SECTION 19,TIN, R67W, OPERATION BOUNDARY 6TH P.M.,WELD COUNTY COLOADO TANK/GASWELL TETRA TECH RMC ? -G-G--)'7-( EXISTING GAS LINES 0 150' 300' 1900 S. SUNSET 5T., SUITE 1-F, LONGMONT, CO 8D501 �" . . - • . — MINING LIMITS BOUNDARY TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 - sr i'_ann' "*"'"•0001 OIL STRUCTURESETBACKs RIVERBEND GAS/OIL FACILITIES 12 OF 13 80-4137.012.00 I ' 7 � ` 1 /r i' '•:•,+::0;.•�w. 1,1.11 �4 1 %�' .'�' :04••1;k4)/ n 1 17 1. . ,.A>.,•,..,. ills ft /1 t 0J••`(e Ilk' d 4 /P I L-•\I JS�OViJ II �/ l ^l Pic I ( .a ea6 „, I �( 1 , Ate:( r I3 I ti.X44Jii$4i' I _ii�/J 1 I 4; %., • ♦J tsx:), i I -� iol:rJ,,,..1.,. �r� [q .. I _ i F i, i-'\ '. `--- Pi I+rll', O 1 _ II \ '/- a 1 7' ' e Ji9� N�si,� III l 11 , 11 / I. --. I t 1. \ f.JJJVJI••J.e II 1010"11. •• pI Ir `' F I i - l T i•••#*::!•6 g V I ' AilAV\\ , ,o- P lr `•y�C�a � Iiii h 1 1 �,�,?yrr,, •o d 14 C:, I� I J� r1 i yo14. arr, t - � , A.i I I �11 • •1' lI. . vws e*.+, t v 'Q,'� , �‘, / 1 I .r. �., v Q, •I .-. • .v .rvI�„ .•;,),"J JJJ P•a�pJSp�6. 1 1 \\ \V / 1 `, I F TU r , II rgfjf&t . •�\� \1 )4 i �I, 50' MN lI. �,� l. % _-- _ sE c ' � \`\\ \;\ /k �I �� IIIthle..arJJ1C �'` AA'1\, A eq•J• $ \`\ \ \i fail �' . e,,.a�`J` \ \t, \ F, II 4:# ,ss _I 1 PELT LINE '4.;::::::::::::14,44",‘`e•-•A 0 ♦ I" \ r EXISTING , \ `� / - ACCESS Ro f ? J i \. 50' MINI I '. TO REMAI :::..04::::$:.*;• ' 11 RECLAMATION PHASE North KERR-MCGEE LE.111111 END: OIL FACILITIES _- LAFARGE/RIVERBEND MINING NW 1/4,SECTION 19, P1 R67W, OPERATION BOUNDARY 6TH P.M.,WELD COUNTY COLOADO TANK/GASWELL TETRA TECH RMC --G..-G- -( EXISTING GAS LINES 1900 S. SUNSET ST., SUITE 1-F, LONGIAONT, CO 80501 6i 0 15I' TEL 303.772.5282 METRO 303.665.6283 FAX 303.665.6959 �� t : , -. ' - MINING LIMITS BOUNDARY 13 OF 13 4 RIVERBEND GAS/OIL FACILITIES RCAI F. i"-Rr1111 P .,,e■,••,•0 OIL STRUCTURE SETBACKS 80-4137.012.00 Page 1 of 1 King, James From: Jennifer Vecchi [vecchiassociates@comcast.net] Sent: Wednesday, June 21, 2006 12:36 PM To: Eric.Reckentine@lafarge-na.com; King, James Subject: FW: Updated SUA Form KMRMLLC(05-01-06).doc From: Enright, Terry [mailto:TEnright@kmg.com] Sent: Tuesday, June 13, 2006 10:54 AM To: vecchiassociates@comcast.net Subject: Updated SUA Form KMRMLLC(05-01-06).doc EXHIBIT �1 & i„ . Y 2/6/2007 s SURFACE USE AGREEMENT This Surface Use Agreement ("Agreement") is dated and made effective this day of 5:' _ a. , 2006, and is between Kerr-McGee Rocky Mountain LLC ("KMG") with an address of 1999 Broadway, Suite 3700, Denver, CO 80202, and •. : ,n5 • 1n (collectively hereinafter referred to as "Surface Owner") all with an address of A. OPTION ONE: Surface Owner owns the surface estate of that certain tract of land more .articularly described on Exhibit "A" attached hereto, being the ".'" ` + °`�' " • County, Colorado (hereinafter referred to as the "Property"); A. OPTION TWO: Surface Owner owns the exclusive right to acquire the surface estate of that certain tract of land more particularly described on Exhibit A attached hereto, bem • k, <. _ • � k,... �. � h �- County, Colorado (hereinafter referred to as the "Property"); B. Surface ownership of the Property is subject to the rights of the oil and gas mineral leasehold estate, a portion of'Which now owned by KMG; • C. Surface Owner plans to develo• • the surface of the Property as D. KMG . •currentl operates ,w well(s) on the Pro.erty, known as the "Existin W3',ell s " generally located �:"'` ; � � ' � � g . O ') �;� of Section described.above, and has the right to develop its oil and gas leasehold estate by drilling additional wells (the"Future'\Well(s)") on the Property; and E ' This Agreement Snts forth the parties' rights and obligations regarding the relationship between•the development of the Property by Surface Owner and KMG's operation and development of its oil and gas leasehold estate underlying the Property, such rights and obligations to be binding upon the parties' successors and assigns. In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. AREAS RESERVED FOR THE EXISTING WELL AND FUTURE WELLS. Surface Owner shall set aside and provide to KMG that portion of the Property hereinafter referred to as the, "Oil and Gas Operations Areas", such area(s) being depicted on ®toad attached hereto. The Oil and Gas Operations Areas are to be made available to KMG in their present condition for any operations conducted by KMG in connection with the Existing Well or any Future Well, including, but not limited to, drilling and production activities, workovers, well deepenings, recompletions, fracturing and replacement wells. Except for the Oil and Gas Operations Areas, and the access roads and easements associated with flowlines, gathering lines and pipelines as provided in this Agreement, KMG shall not occupy the surface of the Property except in the event of an emergency or for reasonable incidental, temporary and non-damaging activities, for which KMG shall be strictly and solely responsible for any damages that may occur. 2. WELL LOCATIONS. KMG shall have the right to drill Future Wells within the Oil and,Gas Operations Areas, including horizontal and directional wells that produce from ands d'raih lands other than the Property provided such lands are validly pooled with all or any portion of the lands included in KMG's oil and gas lease covering the Property, and so long asst ch locations are permitted locations under the then applicable well spacing regulations of thc: olorado Oil and Gas Conservation Commission ("COGCC") or exceptions,granted. thereto 'hy the Director of the COGCC. As part of the consideration for this Agreement, Surface Owner hereby waives its right to, and covenants that it shall not protest or object tb,any such,exception location-or application for same by KMG. KMG shall not otherwise have the,`right to'drill new wells on the Property. Notwithstanding the foregoing, the wellhead location of any.Future Well drilled from any Oil and Gas Operations Area shall not be closer than 150' fromt'Ackesidential lot line. 3. SETBACK REQUIREMENTS Surface Owner will not locate any lot line, bvtlding, or structure within any Oil and Gas Operations Area. Surface Owner understands and.acknowledges that the COGCC has rules and regulations that apply to the distance between a wellhead and public roads, production facilities, building units and surface property lines, among.other things. In order to give full effect to the purposes of this Agreement, Surface Owner hereby waives its right to object to the location of any of KMG's facilities'on the basis of setback requirements in the rules and regulations of the COGCC, as they may be Amended from time to time. Surface Owner further and similarly waives its right to object to any other state`or local setback requirements or other requirements or regulations that are or become inconsistent with this Agreement or that would prohibit or interfere with the rights of KMG, its successors and assigns, to explore for and produce the oil and gas m accordance with this Agreement. KMG or its successors and assigns may cite the waiver in thisparagraph in order to obtain a location exception or variance under COGCC rules or from any other state or local governmental body having jurisdiction. Surface Owner agrees not to object to the use of the:surface in the Oil and Gas Operations Areas so long as such use is consistent with this Agreement and Surface Owner will provide KMG or its successors and assigns with whatever written support they may reasonably require to obtain permits from the COGCC or any local jurisdiction. 4. GATHERING LINES AND FLOWLINES. Subject to the limitations hereinafter described, KMG has a continuing right and entitlement to own, operate, maintain, repair and replace all flowlines, gathering lines and other pipelines that may be necessary or convenient to its operations on the Property. Although this Agreement is intended to confine the placement of those pipelines to certain specified locations within the Property, nothing herein shall be construed as a limitation on KMG's ultimate right to es make all necessary well connections to any Existing or Future Well. The current development plans for a `€ " may anticipate the relocation of certain existing gathering lines or flowlines ("Existing Pipelines") to a designated easement corridor shown on Exhibit " " as the "Petroleum Pipeline Easement." It is further anticipated that any additional pipelines, flowlines and gathering lines that may be required in the future ("Future Pipelines") may also need to be placed within, or relocated to the Petroleum Pipeline Easement. All such relocations shall be at Surface Owner's cost and expense. At such time as Surface Owner desires to have any Existing Pipelines or Future Pipelines relocated to the Petroleum Pipeline Easement, it shall give written notice to KMG who shall promptly prepare, or commission the preparation of, a cost estimate`t accomplish the relocation. kk, As soon as available, KMG will then provide the cost estimate%to Surface Owner who will then have the opportunity to review same and make a final determination about.whether it wishes to proceed with the relocation. If Surface Owner elects>-to'have KMG effectuate the pipeline relocation, it shall tender the estimated costs of such to'KMG together with its:written request to commence the project as soon as reasonably practicable, or as,,otherwise requested;:by Surface Owner. If it has not already done so, Surface Owner shall also deliver to KMG an executed and acknowledged Pipeline Right of Way Grant on the form thatas attached hereto as suT '. in order to convey the Petroleum Pipeline Easement lands as -£ 03 "hown on .4410.t.,..._;t, The Petroleum Pipeline Easement shall be fifty:feet (50') in width`during construction, installation or relocation operations and otherwise reduced to thirty feet (30') in,width for post-construction usage. All relocated and Future Pipelines shall`be located'within the Petroleum Pipeline Easement unless otherwise agreed upon hetween Surface Owner and KMG. KMG acknowledges that the Petroleum Pipeline Easement will be non-exclusive and agrees that it will not object to its concurrent,use byother oil and gaS'operators or utilities, as Surface Owner may grant from time to time, so long„as such other parties comply with KMG's pipeline guidelines, attached hereto as. R--21.jillotWithst6ricfing the foregoing, Surface Owner shall not permit, nor shall it place any other utility or structure within ten feet horizontally or two feet vertically of any KMG pipeline. The Petroleum Pipeline Easement and Oil and Gas Operations Areas shall be depicted and labeled on all,subdivtsion plats submitted to Weld County. If Surface Owner's development plans anticipate that roadways will or may in the future cross over Existing Pipelines: Surface Owner agrees to pay for the cost to have KMG sleeve any Existing Pipeline that,is to be crossed by such roadways, such payment to be made in advance of the work and Surface Owner shall not permit any roadway crossing of any Existing Pipeline until the sleeving of the affected line has been completed. KMG shall not, without the prior written consent of Surface Owner, have the right to lay additional flowlines or pipelines on the Property, outside the Petroleum Pipeline Easement. All flowlines and pipelines shall be buried to a depth of approximately 48 inches from the surface. Surface Owner shall maintain a minimum of 48 inches and not more than 72 inches of cover over all pipelines and flowlines during any of Surface Owner's operations on the Property. The construction and burying of additional flowlines, gathering lines and pipelines shall be at the sole cost and expense of KMG or its gas purchaser. 5. ACCESS. Surface Owner shall provide KMG with continuous access to all of the Oil and Gas Operations Areas and the Petroleum Pipeline Easement. The access roads to be used by KMG will either be those roads that currently are in place or those that are anticipated to be constructed by Surface Owner at its sole cost and expense as part of Surface Owner's development of the Property. All access roads constructed shall be of sufficient scope to allow KMG to conduct it oil and gas operations and shall be at least 30 feet in width and built to withstand a minimum of 104,000 pounds and 26,000 pounds per axle. KMG agrees to access the Property according to the routes depicted and described on the attached s i- once the streets are constructed by Surface Owner and Surface Owner provides KMG notice of such but KMG may continue to use its present access routes until that time and until receipt of such notice from Surface Owner. 6. BATTERIES AND EQUIPMENT. KMG shall have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and other equipment reasonably appropriate for the operation and production of the Existing Well or any Future Wells only within the Oil and Gas Operations Areas. With respect to KMG's equipment and facilities otherthan flowlines or pipelines: a. KMG shall install and maintain,,at its sole cost and expense, all fences around the Existing Well and any Future Wells in compliance with the Rules and Regulations of the COGCC; b. KMG shall`istall and maintain, at its sole cost and expense, all gates and locks reasonably necessary for the security of any wells or facilities in the Oil and Gas Operations Areas.' Such gates and locks shall be the standard gates and locks used by KMGr. c. KMG shall paint any production facilities for any wells, including wellhead guards, with paint that is approved by the COGCC; and d. Surface Owner shall not inhibit KMG's access to the Oil and Gas Operations Areas or inhibit KMG's operations within the Oil and Gas Operations Areas by landscaping or other improvements, unless otherwise agreed upon between Surface Owner and ICMG . . '' 7. NOTICE OF FUTURE OPERATIONS. KMG shall provide at least seven (7) days prior written notice to Surface Owner of any operations in connection with the reworking, fracturing, deepening or recompletion operation on the Existing Well or any Future Wells; provided, however, that KMG shall provide at least thirty (30) days prior written notice to Surface Owner and/or any homeowner's association formed by Surface Owner that is associated with the Property upon the drilling of any Future Wells. Regardless of the foregoing notice requirements, KMG shall have immediate access to any of its facilities in the event of an emergency. After receipt of the above notice, but not less than five (5) working days prior to KMG's mobilization on the applicable Oil and Gas Operations Areas, either KMG or Surface Owner may request an on-site meeting. The purpose of the meeting shall be to inform Surface Owner of the expected activity and to coordinate site access, hazards, barricades, restoration or any other issues that affect the use and safety of Surface Owner's development. 8. NOTICES TO HOMEOWNERS AND BUILDERS. Surface Owner shall furnish all buyers of the Property from Surface Owner with a plat or map showing the Oil and Gas Operations Areas and the Easement.: In addition, Surface Owner shall provide notice to all builders, homeowners, homeowner associations and other buyers of the Property from Surface Owner that: a. There may be ongoing oil and gas:'operations and production in the Oil and Gas Operations Areas on the surface of the Property; b. There are likely to be additional Future Wells drilled arid oil and gas operations and production from the Oil and Gas Operations>Areas that affect the surface of the Property; c. Heavy equipment may be used by KMG fIdm time to time for oil and gas production operations and that such'operahions nay be conducted on a 24 hour basis; d. Future purchasers of all ory q. portion;;of the Property, as successors in interest to Surface Owner, will be acquit:Mg a proportionate interest in Surface Owner's rights under this Agreement and assuming those obligations undertaken by Surface Owner pursuant to this Agreement; and e. Honteewners associations and buyers of individual lots or homes, as successors in.interest to\Surface,'Owner will be acquiring a proportionate interest in Surface Owner's rights <lnder this Agreement, and will be subject to the waivers contained in Sections 3, W<krid the covenants contained in Section 3 prohibiting the location of any building or structure within the Oil and Gas Operations Areas or the Easement and waiving objection to any setback rules of the COGCC or any local jurisdiction. 9. DRILLING,AND COMPLETION OPERATIONS. KMG shall endeavor to diligently pursue any drilling operations to minimize the total time period and to avoid rig relocations or startup during the course of drilling. Surface Owner waives any objections to continuous (i.e., 24-hour) drilling operations. 10. GOVERNMENTAL PROCEEDINGS. Surface Owner shall not oppose KMG in any agency or governmental proceedings, including but not limited to the COGCC, the City of or other governing body proceedings, related to KMG's operations on the Property, including but not limited to drilling, workovers, well deepenings and recompletions, provided that KMG's position in such proceedings is consistent with this Agreement. 11. LIMITATION OF LIABILITY, RELEASE AND INDEMNITY. a. No party shall be liable for, or be required to pay for, special, punitive, exemplary, incidental, consequential or indirect damages to any other party for activities undertaken within the scope of this agreement; b. Except as to claims arising out of pollutiop :ii<' nvironmental damage (which claims are governed by Section 12 below) or Qt of other provisions of this Agreement (which claims shall be governed by the terms of tkus Agreement), each party shall be and remain responsible for its own liability for all losses, claims, damages, s„.. demands, suits, causes of action, fines, penaltie expenses and liabilities, including without limitation attorneys' fees and other costs'associated therewith:(((all of the aforesaid herein referred to collectively as "Claims"), arising out of or connected?yith.each such party's ownership or operations on the Property, no matter when asserted, subject to applicable statutes of limitations. Each such pirty„,shalt release, defend, indemnify and hold the other parties, their officers, directors';;employees, successors and assigns, harmless against all such Claims This provision does not, and shall not be construed to, create any rights in persons or entities not a party to this;'Agreement, nor does it create any separate rights in parties to this Agreement other than'tlie right to be indemnified for Claims as provided herein; c. Upon the assignment or conveyance,'of a party's entire interest in the Property, that party shall be released from its indemnification in Section1l.b. above, for all actions or occurrences happening after such assignment or conveyance. 12. ENVIRONMENTAL INDEMNITY The provisions;of Section 11 above, except for Section 11.a., shall not apply to any environmental matters; iwhich shall be governed exclusively by the following, subject to the limitations of Section 11 a:,above: "Environmental Claims" shall mean all Claims asserted by governmental bodies or other third parties for pollution or environmental damage of any kind, arising from operations on:„Sr ownership of the Property or ownership of the oil and gas leasehold interest, whichever is applicable, and all cleanup and remediation costs, fines and penalties associated therewith, including but not limited to any Claims arising from Environmental Laws or relating to asbestos or to naturally occurring radioactive material. Environmental Claims shall not include the costs of any remediation undertaken voluntarily by any party, unless such remediation is performed under the imminent threat of a Claim by a governmental body or other third party; b. "Environmental Laws" shall mean any laws, regulations, rules, ordinances, or order of any governmental authority(ies), which relate to or otherwise impose liability, obligation, or standards with respect to pollution or the protection of the environment, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 466 et seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401-1450), the Hazardous Material Transportation Act (49 U.S.C. §§ 1801 et seq.), the Clean Air Act, and the Toxic Substances Control Act (15 U.S.C. §§ 2601-2629); and c. Environmental Indemnification. KMG shall protect, indemnify, and hold harmless Surface Owner, homeowners association and any lot owner who purchases a lot from Surface Owner from any Environmental Claims relating,.fethe Property or oil and gas leasehold thereunder that arise out of KMG's ownership;aid operation of the Oil and Gas Operations Areas and it's ownership and operation gf'itspipeline easement or rights- of-way on the Property. Surface Owner shall fully protect, defend, indemnify and hold harmless KMG from any and all Environmental ClairnsrelatingtiQthe Property that arise out of Surface Owner's development of the Property>", 13. EXCLUSION FROM INDEMNITIES The indemnities of the parties herein shall not Cover Crinclude any amounts which the indemnified party is actually reimbursed by any third party;, The indemnities in this Agreement shall not relieve any party from any obligations to third parties i-1,,, ;. 14. NOTICE OF CLAIM FOR INDEMNIFICATION. If a Claim is asserted against a party for which the`other party would be liable under the provisions of Section 11 or 12:,above, it is a condition precedent to the indemnifying party's obligations hereunder that the indemnified parry.give the indemnifying party written notice of such Claim setting forth all particulars of the'`Claim, as known by the indemnified party, including a copy of the Claim (if it is a written Clain):The indemnified party shall make a good faith effort to notify the mdeninifyrng party within five days of receipt of a Claim and shall affect such notice in'all,events within such timeas'willallow the indemnifying party to defend against such Claim: 15. REERESENTATIOiNS. Each party represents that it has the full right and authority to enter into this Agreement. KMG does not represent thatitt has rights to settle matters for all of the mineral owners or any other lessees in the Property and this Agreement shall only apply to and bind the KMG leasehold interest in the property': 16. SUCCESSORS. The terms, covenants, and conditions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, devises, executors, administrators, successors and assigns; provided, as to KMG, successors and assigns shall be deemed to be limited to lessees under the oil and gas leases which KMG owns. 17. TERM. This Agreement shall become effective when it is fully executed and shall remain in full force and effect until KMG's leasehold estate expires or is terminated, and KMG has plugged and abandoned all wells owned all or in part by KMG and complied with the requirements of all applicable oil and gas leases pertaining to removal of equipment, reclamation, cleanup and all other applicable provisions of the leases and existing laws and regulations. 18. NOTICES. Any notice or other communication required or permittedurider this Agreement shall be sufficient if deposited in U.S. Mail, postage prepaid, addressed to each,of the following: • If to KMG: Kerr McGee Rocky Mountain LLC '` 1999 Broadway, Suite 3700 Denver, Colorado 80202 Attention: Director of Land Denver Basin r-- Any party may, by written notice so delivered to the other parties, change the address or individual to which delivery shall thereafter be made. .. 19. RECORDING. • This Agreement any amendment hereto shall be recorded by KMG, which shall provide the other`parties with a copy showing the,recording information as soon as practicable thereafter. 20. SURFACE DAMAGES. Surface Owner hereby waives all surface damage payments pursuant to any COGCC or local regulation, state,statute, common law or prior agreement, for each and every well that is drilled, tank battery atdetiissions control device located on the Property within the Oil and Gas Operations Areas and also including but not limited to any access road, flowline, or pipeline constructed within the Easement. KMG may provide a copy of this Agreement to the COGCC as evidence of this waiver. 21. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration conducted in Denver, Colorado and shall be administered by the American Arbitration Association under its commercial rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 22. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its conflict of laws provisions. 23. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding among the parties hereto regarding the matters addressed herein, and supersedes any previous communications, representations or agreement, whether oral or written. This Agreement shall not be amended, except by written document signed by all parties. 25. EXECUTION AND BINDING EFFECT This Agreement may be executed in any number'of counterparts each of which shall be deemed an original instrument but all of which together shall constitute one. and the same instrument, and shall be binding upon and inure to the benefit of the parties, and>.each of their respective heirs, executors, administrators, successors and assign and is executed by the parties as of the Effective Date set forth above. The parties have executed this Agreement on the day and year first above written. ICERR-MeGEE ROCKY MOUNTAIN LLC By: Joseph H. Lorenzo Attorney-in-fact • SURFACE-OWNERS ACKNOWLEDGMENTS STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this day of :::.-. ''.,:.--.9.‘.i , 2006, by Joseph H. Lorenzo, as Attorney-in-Fact of Kerr McGee Rocky;Mountain LLC, on behalf of such corporation. Witness my hand and official seal. ''', Notary Public;, My Commission Expires: STATE OF COLORADO ) ) ss. COUNTY OF ) The fore oin instrument was acknowledged before me this day of T,A.M1. 2006, bye s Witness my hand and official seal. Notary Public My Commission Expires=<. /- SURFACE USE AGREEMENT This Surface Use Agreement ("Agreement") is dated and made effective this day of January, 2006, and is between Kerr-McGee Rocky Mountain LLC ("KMG") with an address of 1999 Broadway, Suite 3700, Denver, CO 80202, and "[Gravel Company]") with an address of Whereas: A. [Gravel Company] is the current lessee of a sand, gravel and aggregate mining lease covering that certain tract of land located in the more particularly described on Exhibit "A" attached hereto, being a portion of the Property, County, Colorado (hereinafter referred to as the "Property"); B. Surface ownership of the Property is subject to the rights of the oil and gas mineral leasehold estate, a portion of which is now owned by KMG; C. [Gravel Company] has received a mining permit from the State of Colorado Division of Minerals & Geology ("DMG") for the purpose of known as the . The mined out Property is to be reclaimed for use as a water storage reservoir. D. KMG currently operates wells on the Property, (the "Existing Wells") generally located in the described above, and has the right to develop its oil and gas leasehold estate by drilling additional wells (the "Future Wells" and together with the Existing Wells, the "Wells") on the Property; and E. This Agreement sets forth the parties' rights and obligations regarding the relationship between the development of the Property by the [Gravel Company] and KMG's operation and development of its oil and gas leasehold estate underlying the Property, such rights and obligations to be binding upon the parties' successors and assigns. Now Therefore: In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. AREAS RESERVED FOR THE EXISTING WELLS AND FUTURE WELLS; WELL LOCATIONS. [Gravel Company] shall set aside and provide to KMG that portion of the Property hereinafter referred to as the, "Oil and Gas Operations Areas", such areas being depicted on Exhibit A attached hereto. The Oil and Gas Operations Areas are to be made available to KMG in their present condition for any operations conducted by KMG in connection with any Well, including, but not limited to, drilling and production activities, workovers, well deepenings, recompletions, fracturing and replacement wells. All Wells will be limited to the Oil and Gas Operations Areas shown on Exhibit A, unless this Agreement is amended by consent of[Gravel Company] and KMG. Except for the Oil and Gas Operations Areas, and the access roads and Petroleum Pipeline Easements (as defined below) as provided in this Agreement, KMG shall not occupy the surface of the Property except in the event of an emergency or for reasonable incidental, temporary and non-damaging activities, for which KMG shall be strictly and solely responsible for any damages that may occur to the Property. KMG shall have the right to drill Future Wells within the Oil and Gas Operations Areas, including horizontal and directional wells that produce from and drain the Property and/or lands other than the Property. As part of the consideration for this Agreement, [Gravel Company] hereby waives its right to, and covenants that it shall not protest or object to any such exception location or application for same by KMG. KMG shall not otherwise have the right to drill new wells on the Property. The wellhead location for any Future Well drilled from the Oil and Gas Operations Area shall not be closer than 200' from a the edge of the Oil and Gas Operations Area. In no event shall [Gravel Company] stockpile mined materials within a radius of 150 feet of any Existing Wells. 2. EXTRACTION IN VICINITY OF OIL AND GAS OPERATIONS AREAS; SETBACK REQUIREMENTS. [Gravel Company] reserves the option to mine the gravel within each of the Oil and Gas Operations Areas in accordance with the terms of this Agreement. In the event that [Gravel Company] elects to mine the gravel in an Oil and Gas Operations Area, [Gravel Company] shall notify KMG in writing 60 days prior to commencing mining operations within the Oil and Gas Operations Areas and shall first place temporary concrete barriers around the Existing Wells as directed by KMG prior to commencing any mining operations on the Property. [Gravel Company] shall conduct its mining operations in the Oil and Gas Operations Areas as quickly as reasonably practicable. [Gravel Company] shall conduct it mining within the Oil and Gas Operations Area by excavating pie shaped wedges of gravel and aggregate and thereafter backfilling and compacting the area with overburden or other suitable material prior to excavating the next pie shaped area; provided, however, that in no event shall [Gravel Company] mine within 90 feet of any Existing Well or Production Facilities and provided further that in no event shall more than one quarter circle segment of the pie shape be excavated at any one time. Excavation in the Oil and Gas Operations Areas will be coordinated with KMG in a mutually acceptable manner so as to avoid conflict with KMG's oil and gas operations and to ensure there is an appropriate safety plan and interim emergency procedures. [Gravel Company] will bear all costs associated with the mining operation, including permanent or temporary rerouting and replacement of access roads, and flowlines and utility lines in order to prevent unnecessary interruption of production from any affected Well. In addition, [Gravel Company] and its successor and assigns shall indemnify and hold the KMG harmless from any and all damage, loss and liability, including attorney's fees, incurred as a result of [Gravel Company]' operations in an Oil and Gas Operations Area. r [Gravel Company] will not locate any lot line, building, or structure within any Oil and Gas Operations Area. [Gravel Company] understands and acknowledges that the COGCC has rules and regulations that apply to the distance between a wellhead and public roads, production facilities, building units and surface property lines, among other things. In order to give full effect to the purposes of this Agreement, [Gravel Company] hereby waives its right to object to the location of any of KMG's facilities on the basis of setback requirements in the rules and regulations of the COGCC, as they may be amended from time to time. [Gravel Company] further and similarly waives its right to object to any other state or local setback requirements or other requirements or regulations that are or become inconsistent with this Agreement or that would prohibit or interfere with the rights of KMG, its successors and assigns, to explore for and produce the oil and gas in accordance with this Agreement. KMG or its successors and assigns may cite the waiver in this paragraph in order to obtain a location exception or variance under COGCC rules or from any other state or local governmental body having jurisdiction. [Gravel Company] agrees not to object to the use of the surface in the Oil and Gas Operations Areas so long as such use is consistent with this Agreement and [Gravel Company] will provide KMG or its successors and assigns with whatever written support they may reasonably require to obtain permits from the COGCC or any local jurisdiction. 3. GATHERING LINES AND FLOWLINES. Subject to the limitations hereinafter described, KMG has a continuing right and entitlement to own, operate, maintain, repair and replace all existing and future flowlines, gathering lines and other pipelines that may be necessary or convenient to its operations on the Property ("Pipelines"). The construction and burying of additional Pipelines shall be at the sole cost and expense of KMG or its gas purchaser. Although this Agreement is intended to confine the placement of the Pipelines to certain specified locations within the Property, nothing herein shall be construed as a limitation on KMG's ultimate right to make all necessary well connections to any Existing or Future Well. Specific locations have been designated on Exhibit A for the location of the Pipelines ("Petroleum Pipeline Easements").The Petroleum Pipeline Easement shall be fifty feet (50') in width during construction, installation or relocation operations and otherwise reduced to thirty feet (30') in width for post-construction usage. [Gravel Company]' development plans anticipate that a roadways will cross over Existing and Future Pipelines. [Gravel Company] agrees to abide by the General Guidelines for Design and Construction Activities On or Near Kerr- McGee Gathering LLC and Kerr- McGee Rocky Mountain Corporation Pipelines and Related Facilities revised 3-2004. In particular, [Gravel Company] shall maintain a minimum of 48 inches and not more than 72 inches of cover over all Pipelines during any of[Gravel Company]' operations on the Property. KMG may install and maintain markers on its Petroleum Pipeline Easement. KMG shall mark its flowlines at all locations reasonably requested by [Gravel Company]. [Gravel Company] will not allow any extraction to occur, commencing at the surface of the original ground, closer than 25 feet from any Pipeline of KMG unless a soils stability report prepared by an engineer licensed in the state of Colorado indicates that a lesser set back will be adequate for preservation of the integrity of said pipeline and provided that upon completion of such extraction [Gravel Company] shall back fill and level the area within 25 feet from any Pipeline. Notwithstanding anything herein to the contrary, in no event shall [Gravel Company] allow any extraction to occur, commencing at the surface of the original ground, closer than 15 feet from any Pipeline without KMG's prior written approval. [Gravel Company] shall not allow any stockpile of soil to be placed over any Pipeline of KMG. When crossing KMG Pipelines with heavy equipment, like earth moving equipment, [Gravel Company] will maintain a minimum of four foot and a maximum of six feet of dirt coverage, in addition to the existing cover over the pipeline. When crossing KMG pipelines with trucks and lighter equipment, [Gravel Company] will maintain a minimum of two foot and a maximum of six feet of dirt coverage, to the existing cover over the pipeline. The depth of cover over the KMG Pipelines shall not be reduced or drainage over KMG's pipeline altered without KMG's written approval. Any utility crossing must be a minimum of 18" inches vertical separation from KMG Pipelines. Parallel utilities must maintain a minimum of ten-foot separation, unless KMG grants a lesser distance of separation which grant shall not be unreasonably withheld. It would not be unreasonable to withhold such consent due to reasonable safety or operational concerns. [Gravel Company] will request that all utility companies contact KMG prior to laying lines parallel to KMG pipelines. Construction of any permanent structure within KMG's Petroleum Pipeline Easement is not permitted. Planting of trees and shrubs is not permitted on KMG's Petroleum Pipeline Easement. 4. ACCESS. a. [Gravel Company] shall provide KMG with continuous access to all of the Oil and Gas Operations Areas and the Petroleum Pipeline Easement. The access roads to be used by KMG will either be those roads that currently are in place or those that are anticipated to be constructed by [Gravel Company] at its sole cost and expense as part of [Gravel Company]' development of the Property. KMG agrees to access the Property according to the routes depicted and described on the attached Exhibit A. Access to the Oil and Gas Operations Areas may be changed by mutual agreement of[Gravel Company] and KMG. [Gravel Company] shall maintain and keep any access jointly used by [Gravel Company] and KMG in a condition and state of repair that serves the needs of [Gravel Company]. In the event such joint access roads needs to be improved in order to serve the needs of KMG, the parties agree to coordinate any such improvements as may be required by KMG in order to conduct its operations, provided that any such improvements shall be at KMG's sole cost and expense. Neither KMG, nor [Gravel Company] shall unreasonably interfere with the use by the other party of access roads. [Gravel Company] agrees that it will not mine or extract any portion of the access roads set forth on Exhibit A or as mutually agreed to by the Parties without the written consent of KMG. [Gravel Company] agrees to post and enforce a 10 mile per hour speed limit along the stretch of access road that is jointly used by KMG and [Gravel Company] and shall install speed bumps along those stretchs of road. 5. BATTERIES AND EQUIPMENT. KMG shall have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and other equipment ("Production Facilities") reasonably appropriate for the operation and production of the Existing Well or the Future Well at the locations depicted on Exhibit A. With respect to KMG's Production Facilities other than flowlines or pipelines: a. KMG shall install and maintain, at its sole cost and expense, all fences around the Existing Well and any Future Wells in compliance with the Rules and Regulations of the COGCC; b. KMG shall install and maintain, at its sole cost and expense, all gates and locks reasonably necessary for the security of any wells or facilities in the Oil and Gas Operations Areas. Such gates and locks shall be the standard gates and locks used by KMG; c. KMG shall paint any production facilities for any Wells, including wellhead guards, with paint that is approved by the COGCC; and [Gravel Company] shall not inhibit KMG's access to the Oil and Gas Operations Areas or inhibit KMG's operations within the Oil and Gas Operations Areas or in the vicinity of the Production Equipment by landscaping or other improvements, unless otherwise agreed upon between [Gravel Company] and KMG. [Gravel Company] shall place temporary concrete barriers around all Production Facilities as directed by KMG before any mining operations commence. In no event shall [Gravel Company] mine within 90 feet of any Production Facilities or stockpile mined materials within a radius of 50 feet of any Production Facilties. 6. NOTICE OF FUTURE OPERATIONS. KMG shall provide at least seven (7) days prior written notice to [Gravel Company] of any operations in connection with the reworking, fracturing, deepening or recompletion operation on an Existing Well or Future Well; provided, however, that KMG shall provide at least thirty (30) days prior written notice to [Gravel Company] of the initial drilling of any Future Wells. Regardless of the foregoing notice requirements, KMG shall have immediate access to any of its facilities in the event of an emergency. After receipt of the above notice, but not less than five (5) working days prior to KMG's mobilization on the applicable Oil and Gas Operations Areas, either KMG or [Gravel Company] may request an on-site meeting. The purpose of the meeting shall be to inform [Gravel Company] of the expected activity and to coordinate site access, hazards, barricades, restoration or any other issues that affect the use and safety of[Gravel Company]' development. 7. COMPLIANCE WITH SAFETY REGULATIONS . KMG understands that [Gravel Company] surface mining operations on the Property are subject to certain OSHA regulations. KMG agrees that while conducting operations on Property, it will comply with such reasonable OSHA requirements which [Gravel Company] notifies KMG are applicable to KMG's operations on the Property. KMG also agrees to inform its contractors and subcontractors about such requirement. 8. DRILLING AND COMPLETION OPERATIONS. KMG shall endeavor to diligently pursue any drilling operations to minimize the total time period and to avoid rig relocations or startup during the course of drilling. [Gravel Company] waives any objections to continuous (i.e., 24-hour) drilling operations. 9. SHUT-IN OF WELLS. In the event [Gravel Company] interferes with KMG's operations on the Property which result in KMG shutting-in or prevents KMG from repairing or returning to production one or more of the Wells, then [Gravel Company] shall pay to KMG as liquidated damages (actual damages being difficult to ascertain) ($5,000) per day per Well for each day the Well(s) are not producing . Both parities agree that such amount is a reasonable estimate of actual damages which would be difficult to calculate with certainty. [Gravel Company] shall provide a bond in the amount of$50,000 as security for payment of such liquidated damages. Such bond shall be in form and from bonding agents acceptable to KMG, shall name KMG as an obligee and shall expressly permit the KMG direct access to and recourse against the issuer of such bond. Copies of such bond shall be provided for KMG's approval not less than 30 days prior to the commencement of mining on the Property. 10. GOVERNMENTAL PROCEEDINGS. [Gravel Company] shall not oppose KMG in any agency or governmental proceedings, including but not limited to the COGCC, County, or other governing body proceedings, related to KMG's operations on the Property, including but not limited to drilling, workovers, well deepenings and recompletions, provided that KMG's position in such proceedings is consistent with this Agreement. 11. DEVELOPMENT PLANS. [Gravel Company] has provided herewith copies to KMG of its Mining Permit, and the engineering structural report prepared in connection with the Mining Permit (the "Plans"). KMG acknowledges receipt of said Plans and has no objections to said Plans as approved by the DMG. This acceptance by KMG in no way waives KMG's rights in this Agreement or obligations of [Gravel Company] under the terms of this Agreement. [Gravel Company] acknowledges that KMG may conduct oil and gas activities within the applicable Oil and Gas Operations Areas as provided herein and shall not oppose KMG before any agency or governmental proceeding if such oil and gas activities are proposed and carried out in accordance with the terms of this Agreement. 12. LIMITATION OF LIABILITY, RELEASE AND INDEMNITY. a. No party shall be liable for, or be required to pay for, special, punitive, exemplary, incidental, consequential or indirect damages to any other party for activities undertaken within the scope of this agreement; b. Except as to claims arising out of pollution or environmental damage (which claims are governed by Section 13 below) or out of other provisions of this Agreement (which claims shall be governed by the terms of this Agreement), each party shall be and remain responsible for its own liability for all losses, claims, damages, demands, suits, causes of action, fines, penalties, expenses and liabilities, including without limitation attorneys' fees and other costs associated therewith (all of the aforesaid herein referred to collectively as "Claims"), arising out of or connected with each such party's ownership or operations on the Property, no matter when asserted, subject to applicable statutes of limitations. Each such party shall release, defend, indemnify and hold the other parties, their officers, directors, employees, successors and assigns, harmless against all such Claims. This provision does not, and shall not be construed to, create any rights in persons or entities not a party to this Agreement, nor does it create any separate rights in parties to this Agreement other than the right to be indemnified for Claims as provided herein; c. Upon the assignment or conveyance of a party's entire interest in the Property, that party shall be released from its indemnification in Sectionl2.b. above, for all actions or occurrences happening after such assignment or conveyance. 13. ENVIRONMENTAL INDEMNITY. The provisions of Section 12 above, except for Section 12.a., shall not apply to any environmental matters, which shall be governed exclusively by the following, subject to the limitations of Section 12.a. above: a. "Environmental Claims" shall mean all Claims asserted by governmental bodies or other third parties for pollution or environmental damage of any kind, arising from operations on or ownership of the Property or ownership of the oil and gas leasehold interest, whichever is applicable, and all cleanup and remediation costs, fines and penalties associated therewith, including but not limited to any Claims arising from Environmental Laws or relating to asbestos or to naturally occurring radioactive material. Environmental Claims shall not include the costs of any remediation undertaken voluntarily by any party, unless such remediation is performed under the imminent threat of a Claim by a governmental body or other third party; b. "Environmental Laws" shall mean any laws, regulations, rules, ordinances, or order of any governmental authority(ies), which relate to or otherwise impose liability, obligation, or standards with respect to pollution or the protection of the environment, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 466 et seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401-1450), the Hazardous Material Transportation Act (49 U.S.C. §§ 1801 et seq.), the Clean Air Act, and the Toxic Substances Control Act (15 U.S.C. §§ 2601-2629); and c. Environmental Indemnification. KMG shall protect, indemnify, and hold harmless [Gravel Company], homeowners association and any lot owner who purchases a lot from [Gravel Company] from any Environmental Claims relating to the Property or oil and gas leasehold thereunder that arise out of KMG's ownership and operation of the Oil and Gas Operations Areas and it's ownership and operation of its Petroleum Pipeline Easements or rights-of-way on the Property. [Gravel Company] shall fully protect, defend, indemnify and hold harmless KMG from any and all Environmental Claims relating to the Property that arise out of [Gravel Company]'s development of the Property. 13. EXCLUSION FROM INDEMNITIES. The indemnities of the parties herein shall not cover or include any amounts which the indemnified party is actually reimbursed by any third party. The indemnities in this Agreement shall not relieve any party from any obligations to third parties. 14. NOTICE OF CLAIM FOR INDEMNIFICATION. If a Claim is asserted against a party for which the other party would be liable under the provisions of Section 12 or 13 above, it is a condition precedent to the indemnifying party's obligations hereunder that the indemnified party give the indemnifying party written notice of such Claim setting forth all particulars of the Claim, as known by the indemnified party, including a copy of the Claim (if it is a written Claim). The indemnified party shall make a good faith effort to notify the indemnifying party within five days of receipt of a Claim and shall affect such notice in all events within such time as will allow the indemnifying party to defend against such Claim. 16. REPRESENTATIONS. Each party represents that it has the full right and authority to enter into this Agreement. KMG does not represent that it has rights to settle matters for all of the mineral owners or any other lessees in the Property and this Agreement shall only apply to and bind the KMG leasehold interest in the property. 17. SUCCESSORS. The terms, covenants, and conditions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, devises, executors, administrators, successors and assigns; provided, as to KMG, successors and assigns shall be deemed to be limited to lessees under the oil and gas leases which KMG owns. 18. TERM. This Agreement shall become effective when it is fully executed and shall remain in full force and effect until the earlier to occur of the following: (a) KMG's leasehold estate expires or is terminated, and KMG has plugged and abandoned all wells and complied with the requirements of all applicable oil and gas leases pertaining to removal of equipment, reclamation, cleanup and all other applicable provisions of the leases and existing laws and regulations or (b) [Gravel Company]' sand, gravel and aggregate mining lease expires or is terminated and [Gravel Company] has complied with the requirements of it mining lease and Mining Permit pertaining to removal of equipment, reclamation, cleanup and all other applicable provisions of the lease, Mining Permit and existing laws and regulations. When this Agreement ceases to be in full force and effect, the Parties shall execute any and all releases necessary to evidence the fact that this Agreement shall no longer apply to the Property 19. NOTICES. Any notice or other communication required or permitted under this Agreement shall be sufficient if deposited in U.S. Mail, postage prepaid, addressed to each of the following: If to KMG: Kerr McGee Rocky Mountain LLC 1999 Broadway, Suite 3700 Denver, Colorado 80202 Attention: Director of Land Denver Basin !Gravel Companyl: Any party may, by written notice so delivered to the other parties, change the address or individual to which delivery shall thereafter be made. 20. RECORDING. This Agreement, any amendment hereto shall be recorded by KMG, which shall provide the other parties with a copy showing the recording information as soon as practicable thereafter. • ^ 21. SURFACE DAMAGES. [Gravel Company] hereby waives all surface damage payments pursuant to any COGCC or local regulation, state staute, common law or prior agreement, for each and every well that is drilled within the Oil and Gas Operations Areas and for any access road, flowline, or pipelines constructed on the Property. KMG may provide a copy of this Agreement to the COGCC as evidence of this waiver. 22. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration conducted in Denver, Colorado and shall be administered by the American Arbitration Association under its commercial rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 23. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its conflict of laws provisions. 24. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding among the parties hereto regarding the matters addressed herein, and supersedes any previous communications, representations or agreement, whether oral or written. This Agreement shall not be amended, except by written document signed by all parties. 25. EXECUTION AND BINDING EFFECT This Agreement may be executed in any number of counterparts each of which shall be deemed an original instrument but all of which together shall constitute one and the same instrument, and shall be binding upon and inure to the benefit of the parties, and each of their respective heirs, executors, administrators, successors and assigns and is executed by the parties as of the Effective Date set forth above. The parties have executed this Agreement on the day and year first above written. KERR-McGEE ROCKY MOUNTAIN LLC By: JAMES P. WASON Attorney-in-fact [GRAVEL COMPANY] ACKNOWLEDGMENTS STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this_ day of 2006, by James P. Wason, as Attorney-in-Fact of Ken McGee Rocky Mountain LLC, on behalf of such company. Witness my hand and official seal. Notary Public My Commission Expires: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2006, by Witness my hand and official seal. Notary Public My Commission Expires: Hello