IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

UNITED STATES OF AMERICA, ) ) Plaintiff, ) ) and ) ) STATE OF COLORADO, ) ) Plaintiff-Intervenor, ) ) v. ) Civil Action No. ) KERR-McGEE CORPORATION, ) ) Defendant. ) __________________________________________)

CONSENT DECREETABLE OF CONTENTS I. JURISDICTION AND VENUE

...................................................................................... 4 II. APPLICABILITY

............................................................................................................ 5 III. DEFINITIONS

............................................................................................................... .. 5 IV. EMISSION REDUCTION REQUIREMENTS

............................................................... 9 V. ADMINISTRATIVE REQUIREMENTS

..................................................................... 26 VI. LIMITS ON POTENTIAL TO EMIT

........................................................................... 28 VII. AMBIENT AIR MONITORING

................................................................................... 29 VIII. MULTI-PHASE PIPING/TANKLE SS WELL-SITE PILOT PROJECT

..................... 30 IX. PERFORMANCE OPTIMIZATION REVIEW

............................................................ 34 X. CIVIL PENALTY

.......................................................................................................... 38 XI. ENVIRONMENTAL PROJECTS

................................................................................ 40 XII. REPORTING REQUIREMENTS

................................................................................. 43 XIII. STIPULATED PENALTIES

......................................................................................... 46 XIV. FORCE MAJEURE

....................................................................................................... 56 XV. DISPUTE RESOLUTION

............................................................................................. 59 XVI. INFORMATION COLLECTION AND RETENTION

................................................ 61 XVII. EFFECT OF SETTLEMENT/R ESERVATION OF RIGHTS

...................................... 64 XVIII. EMISSION REDUCTIO N CREDIT GENERATION

.................................................. 66

-i-XIX. COSTS

..................................................................................................................... ...... 66 XX. NOTICES

.................................................................................................................... ... 67 XXI. SALES OR TRANSFERS OF OW NERSHIP/OPERATOR INTERESTS

.................. 68 XXII. EFFECTIVE DATE

....................................................................................................... 70 XXIII. RETENTION OF JURISDICTION

............................................................................... 70 XXIV. MODIFICATION

.......................................................................................................... 70 XXV. TERMINATION

............................................................................................................ 71 XXVI. PUBLIC PARTICIPATION

.......................................................................................... 72 XXVII. SIGNATORIES/SERVICE

............................................................................................ 72 XXVIII. INTEGRATION

............................................................................................................ 73 XXIX. FINAL JUDGMENT

..................................................................................................... 74 XXX. APPENDICES

............................................................................................................... 7 4

-ii-WHEREAS, Plaintiff, the United States of Am erica, (the “United States”) on behalf of the United States Environmental Protection Agency (“EPA”), has simultaneously with lodging this Consent Decree filed a Comp laint alleging that Kerr-McGee Co rporation, or one or more of its wholly-owned subsidiaries, (collectively “Defendant” or “Kerr-McGee” and as more specifically defined below), viol ated requirements of the Clean Air Act (the “Act”) and the federal and state regulations implementing the Act applicable to: (i) fi ve compressor stations referred to herein as the Hudson Facility, D ougan Facility, Frederick Facility, Fort Lupton Facility, and Platteville Facility, which are locat ed in the Denver-Julesburg Basin in and near Adams and Weld Counties, Colorado (the “D-J Ba sin”), (which facilities are among those later defined as the “D-J Basin Facilities”); and (ii) th ree compressor stations referred to herein as the Cottonwood Wash Facility, Ouray Facility, and Bri dge Station Facility which are in the Uinta Basin located near Vernal, Utah (the “Uinta Basi n”) (collectively the “Uin ta Basin Facilities”); WHEREAS, EPA administers the Act’s prog rams for the Prevention of Significant Deterioration (“PSD”), National Emission Standa rds for Hazardous Air Pollutants (“NESHAP”), and federal operating permits under Title V with re spect to the Uinta Basi n Facilities, and the Colorado Department of Public Health and E nvironment (“CDPHE”) as well as EPA, through the Colorado State Implementation Plan (“SIP” ), are authorized to administer the PSD, NESHAP, and Title V programs with re spect to the D-J Basin Facilities; WHEREAS, on September 9, 2004, Kerr-McGee di sclosed to EPA, pursuant to EPA’s policy titled “Incentives for Self-Policing: Disc overy, Disclosure, Correction and Prevention of Violations” published at 65 Fe d. Reg, 19,618 - 27 (April 11, 2000), that both the Cottonwood Wash Facility and Ouray Facility, which Kerr -McGee acquired as part of a June 2004 merger

-1-with Westport Resources Corporation, had th e potential to emit greater than major source thresholds and were subject to the federal operating permit requirements of Title V of the Act. Kerr-McGee subsequently submitted applications fo r Title V permits for both facilities to EPA, removed the conventional dehydrators at those fa cilities and replaced them with new “low

emission dehydrators” (as defined herein) incorpor ating integral vapor re covery capabilities and emitting insignificant amounts of Volatile Organic Compounds (“VOC”) or other pollutants regulated under the Act; WHEREAS, Plaintiff-Intervenor , the State of Colorado (“St ate”), on behalf of CDPHE, has simultaneously with lodging th is Consent Decree, filed a Comp laint in Intervention joining in the claims alleged by the United States to ha ve occurred at the D- J Basin Facilities and additionally citing violations of the Colorado Air Pollution Pr evention and Control Act (the “Colorado Act”) and its implem enting regulations. CDPHE previously issued to Kerr-McGee Rocky Mountain Corporation 1 : (i) a Notice of Violation (“NOV”) on or about November 4, 2005 for failure to install pollution control equi pment on compressor engines (“RICE” as further defined below) at four of the D-J Basin Facilitie s; (ii) a Compliance Advisory on or about May 5, 2005 for violations of Operating Permit No. 95OPWE013 and Construction Permit No. 00WE0583 for the Fort Lupton Faci lity; (iii) a NOV on or about June 15, 2005 for violations of CDPHE Permit No. 02WE0126 Initial Approval, a nd Modification 1 thereof applicable to the Thermal Oxidizer at the Platte ville Station’s Amine Unit; (iv) its findings that Kerr-McGee’s records for 2005, maintained pursuant to Regulat ion No. 7, indicated Kerr-McGee’s failure to achieve required emission reductions for 9 days between May 1, 2005, and September 30, 2005;

1 Kerr-McGee Rocky Mountain Corporation no longer exists, and its former operating facilities in Colorado are now owned by Kerr-McGee Oil and Gas Onshore LP, a wholly-owned subsidiary of Kerr-McGee Corporation.

-2-and (v) the preliminary findings of CDPH E on or about November 10, 2006, based on inspections during the 2006 Ozone Season of Kerr-McGee faciliti es with condensate storage tanks at which flares were installed to contro l VOC emissions pursuant to Colorado Air Quality Control Commission Regulation No. 7, Section XII, which findings indicated certain violations; WHEREAS, Kerr-McGee does not admit the violations occurred and further does not admit any liability for civil penalties, fines, or in junctive relief to the United States or the State arising out of the transactions or occurrences alleged in the Complaint, the Complaint in Intervention, or the NOVs and Comp liance Advisory issued by CDPHE; WHEREAS, Kerr-McGee has worked cooperativ ely with the Plaint iff and PlaintiffIntervenor (collectively referred to as Plaintiffs ) to settle this matter and committed to reduce or avoid annual emissions in the Uinta Basin a nd the D-J Basin by an estimated 1,750 tons of nitrogen oxides (“NOx”), 1,156 tons of carbon m onoxide (“CO”), 686 tons of sulfur dioxide (SO 2 ), and 2,195 tons of VOCs, and also to undertake various projects to c onserve and return to the market place an estimated 456 million standard c ubic feet of natural ga s in the first twelve (12) months following full implementation of the Pn eumatic Controller (defined herein) retrofits made pursuant to this Consent Decree; WHEREAS, Kerr-McGee previously developed plans to extensively use electric power for a portion of its natural gas compression needs in the future development of its Uinta Basin operating assets, which if implemented will avoid the emission of significant quantities of air pollutants otherwise produced by natural gas-fire d engines used for natural gas compression, and has already implemented “green completion” prac tices and procedures for completing new wells

-3-in both its Uinta Basin and D-J Basin operations to prevent or minimize the flaring and/or venting of natural gas during well completion; WHEREAS, the United States, the State, and Kerr-McGee (the “Parties”) recognize, and the Court by entering this Consent Decree finds, that this Consent Decr ee has been negotiated by the Parties in good faith and at arm’s length, will a void litigation among the Parties, and that this Consent Decree is fair, reasonable, consistent with the goals of the Act, the Colorado Act, and their implementing regulations, and th at its entry is in the best interests of the Parties and is in the public interest; NOW, THEREFORE, before the taking of any testimony, without the adjudication or admission of any issue of fact or law except as provided in Section I (J urisdiction and Venue), and with the consent of the Parties, IT IS HEREBY ADJUDGED, ORDERED, AND DECREED as follows: I. JURISDICTION AND VENUE 1. This Court has jurisdiction over the subjec t matter of this action and the Parties pursuant to 28 U.S.C. §§ 1331, 1345, and 1355, and Sections 113(b), 167, and 304 of the Act, 42 U.S.C. §§ 7413(b), 7477 and 7604. Venue lies in this District pursuant to Sections 113(b) and 304(c) of the Act, 42 U.S.C. §§ 7413(b) and 7604(c), and 28 U.S.C. §§ 1391(b) & (c) and 1395(a), because some of the violations alle ged in the Complaint and the Complaint in Intervention are alleged to have occurred in, a nd Kerr-McGee conducts busi ness in, this judicial district. The Uinta Basin Facilities are located on “Indian country” lands as defined at 18 U.S.C. § 1151 in Uintah County. For purposes of this C onsent Decree, or any action to enforce this Consent Decree, Kerr-McGee consen ts to and will not contest the jurisdiction of the Court over

-4-this matter. For purposes of this Consent Decr ee, Kerr-McGee agrees that the Complaint and the Complaint in Intervention state claims upon which relief may be granted pursuant to Sections 113, 167, and 304(a) of the Act, 42 U.S.C. §§ 7413, 7477 and 7604(a) and Sections 115, 121, and 122 of the Colorado Act, §§ 25-7-115, 121, and 122 C.R.S. II. APPLICABILITY 2. The obligations of this Consent Decree apply to and are binding upon the United States and the State, and upon Ke rr-McGee, as defined herein, and any of its successors and assigns. 3. Kerr-McGee shall ensure that any of its co rporate subsidiaries or affiliates that now or in the future may own or operate any of the Uinta Basin Faci lities, the D-J Basin Facilities, or other natural ga s production or gathering facilit ies subject to any work or compliance requirements of this Consent Decree, take all necessary and appropriate actions and provide EPA and/or the State access to facilities , equipment, and information as may be required to enforce this Consent Decree so that Kerr -McGee may fully and timely comply with all requirements of this Consent Decree. 4. In any action to enforce this Consent Decree, Kerr-McGee shall not raise as a defense the failure by any of its officers, director s, employees, agents, cont ractors, or corporate affiliates or subsidiaries to take any actions n ecessary to comply with the provisions of this Consent Decree. III. DEFINITIONS 5. Terms used in this Consent Decree that are defined in the Act or in regulations promulgated pursuant to the Act shall have the m eanings assigned to them in the Act or such

-5-regulations, unless otherwise provi ded in this Decree. Whenever the terms set forth below are used in this Consent Decree, the fo llowing definitions shall apply:

a. “CDPHE” shall mean the Colorado Department of Public Health and Environment and any of its succe ssor agencies or departments. b. “Consent Decree” or “Decree” shall mean this Consent Decree and all appendices attached hereto (listed in Section XXX).

c. “Day” shall mean a calendar day unle ss expressly stated to be a business day. In computing any period of tim e under this Consent Decree, where the last day would fall on a Saturd ay, Sunday, or federal holiday, the period shall run until the close of business of the ne xt business day. d. “D-J Basin Facilities” shall colle ctively mean the Hudson Facility, Dougan Facility, Frederick Facilit y, Fort Lupton Facility, Brighton Facility, Hambert Facility, and Plattevi lle Facility, all located in the D-J Basin in Weld and Adams Counties, Colorado, as more specifically described in Appendix A. These facilities do not include wellhead facilities.

e. “EPA” shall mean the United Stat es Environmental Protection Agency and any of its successor departments or agencies. f. “HAP” shall mean hazardous air pollutant. g. “Kerr-McGee” shall mean Kerr-McGee Corporation, a Delaware corporation, and the wholly-owned subsidiary of Anadarko Petroleum Corporation as of August 10, 2006, and any of its corporate subsidiaries or

-6-affiliates that own or operate any of the Uinta Basin Facilities or the D-J Basin Facilities (each as defined he rein), or any other natural gas production or gathering facilities su bject to any work or compliance requirements of this Consent Decree, and for which Kerr-McGee Corporation certifies pursuant to Para graph 112 that it has authority to legally bind such entity to take all actions necessary for Kerr-McGee Corporation to comply with the pr ovisions of this Consent Decree, including but not limited to: Kerr-McGee Oil and Gas Onshore LP,Westport Field Services LLC, Kerr-McGee (Nevada) LLC, and KerrMcGee Gathering LLC. h. “Low-Emission Dehydrator” shall be defi ned as set forth in Paragraph 6 of this Consent Decree. i. “Paragraph” shall mean a portion of this Decree identified by an Arabic numeral. j. “Performance Optimization Review” shall mean an evaluation of energy efficiency and the potential for product recovery at certain facilities for purposes of conserving natural gas a nd returning it to the marketplace. k. “Plaintiffs” shall mean the United States and the State. l. “Pneumatic Controller” shall m ean a natural gas-driven pneumatic controller.

m. “Potential to Emit” or “PTE” shall mean the maximum capacity of a stationary source to em it a pollutant regulated under the Act under its

-7-physical and operational design. Any physical or operational limitation on the capacity of the source to emit a pollutant regulated under the Act, including air pollution control equi pment and restrictions on hours of operation or on the type or amount of material combusted, stored, or processed, shall be treated as part of its design if the limitation or the effect it would have on emissions is federally enforceable and, as applicable, also legally and practicably enforceable by a state or local air pollution control agency.

n. “Regulation No. 7” shall mean Co lorado Air Quality Control Commission (“AQCC”) Regulation No. 7, 5 Co lo. Code Regs. § 1001-9 (2007).

o. “RICE” shall mean one or more stat ionary, natural gas-fired reciprocating internal combustion engines. p. “Section” shall mean a portion of this Decree identified by a Roman numeral. q. “Title V Permit” shall mean a perm it issued pursuant to the federal operating permit program established by Title V of the Act, 42 U.S.C. §§ 7661 - 7661f, and as implemented by 40 C.F.R. Parts 70 (applicable to states) or 71 (applicable to EPA).

r. “TPY” shall mean tons per year.

s. “Uinta Basin Facilities” shall collectively mean the Cottonwood Wash Facility, Ouray Facility, and Bridge Station Facility each located in the

-8-Uinta Basin near Vernal , Utah, as more specifically described in Appendix B. t. “VOC” shall mean volatile organi c compounds as defined in 40 C.F.R. § 51.100(s). IV. EMISSION REDUCTION REQUIREMENTS A. LOW-EMISSION DEHYDRATORS 6. “Low-Emission Dehydrator.” For purposes of this Consent Decree, a “LowEmission Dehydrator” shall meet the specifications set forth in Appendix C and shall mean a dehydration unit that:

a. incorporates an integral vapor reco very function such that the dehydrator cannot operate independent of the vapor recovery function; b. either returns the captured vapors to the inlet of the facility where such dehydrator is located or routes the capt ured vapors to that facility’s fuel gas supply header; and

c. has a PTE less than 1.0 TPY of VOCs, inclusive of VOC emissions from the reboiler burner. Existing Uinta Basin Facilities 7. Kerr-McGee shall continue to operate and maintain Low-Emission Dehydrators for all gas dehydration performed at its existing Uinta Basin Facilities. 8. By no later than 30 Days after the date of lodging of this Consent Decree, KerrMcGee shall provide a written notice to EPA a nd certify that each Low-Emission Dehydrator

-9-installed at Kerr-McGee’s existing Uinta Basin Facilities meets the criteria set forth in Paragraph 6. New Facilities in the Uinta Basin 9. Beginning as of the date of lodging of this Consent Decree, and continuing for so long as this Consent Decree is in effect, Kerr-McGee shall in stall and operate Low-Emission Dehydrators at all compressor stations or other faci lities utilizing equipment to dehydrate natural gas in the Uinta Basin. 10. Kerr-McGee shall provide written noti ce to EPA within 60 Days of each installation under Paragraph 9, and include a de scription of the equipment installed and a certification pursuant to Paragra ph 112 that the Low-Emission Dehydr ator meets the criteria set forth in Paragraph 6. 11. General Record-Keeping Requirement : Kerr-McGee shall maintain records and information adequate to demonstrate its complian ce with the requirements of this Section IV.A., and shall report the status of its compliance with these requirements in its Annual Reports submitted pursuant to Section XII (Reporting Requirements). B. CONDENSATE STORAGE TANKS Cottonwood Wash and Ouray Facilities in the Uinta Basin 12. Within 180 Days after the date of lodgi ng of this Consent Decree, Kerr-McGee shall install and operate enclosedflares at the Cottonwood Wash Facility and Ouray Facility or install a non-flare alternative pursuant to Para graph 18 to meet a 95% or greater reduction of VOC emissions from all condensate storag e tanks located at each facility.

-10-13. Kerr-McGee shall design, install, and operate each enclosed flare required pursuant to this Section IV.B. in accordance with the requirements of 40 C.F.R. § 60.18(c)-(e) and the manufacturer’s written instructions or procedures necessary to achieve the emission reductions listed in Paragraph 12. Kerr-McGee sha ll submit to EPA a worksheet setting forth the design calculations for each proposed enclosed fl are, including heat content determination, exit velocity determination, and flow rate estimates, within 60 Days after the lodging this Consent Decree. 14. Upon startup of each enclosed flare, Kerr-McGee shall operate and maintain an auto-ignition device equipped with a thermocouple th at reignites the pilot flame whenever it goes out. 15. No later than 60 Days following the start- up of each enclosed flare, Kerr-McGee shall submit a certifica tion pursuant to Paragraph 112 to EPA that Kerr-McGee has complied with the requirements of Paragraphs 12 through 14. 16. Kerr-McGee shall inspect each enclosed flare weekly and document whether the pilot light on each enclosed flare was lit or the enclosed flare was bypassed at the time of the inspection. 17. Kerr-McGee shall notify EPA of all instances that a pilot light on each enclosed flare was not lit or the enclosed flare was bypasse d, and the duration of each incident, with each Annual Report submitted pursuant to Sec tion XII (Reporting Requirements). 18. Instead of designing, operating, maintaining, and monitoring an enclosed flare in accordance with the applicable requirements of this Section IV.B., or as a future replacement of, or preferred primary means of emission control over , an enclosed flare installed to comply with

-11-this Section IV.B., Kerr-McGee ma y elect to control emissions from condensate storage tanks at these facilities by inst alling and operating a vapor recovery unit (“VRU”), system for cascading stabilization of condensate, or any other system to capture and beneficially use or prevent VOC emissions from condensate tanks. No later than 30 Days prior to inst allation, Kerr-McGee shall submit to EPA a monitoring plan to ensure the non-flare alternative meets a 95% or greater reduction in VOC emissions. 19. By no later than 60 Days after the start- up of any such enclosed flare and/or nonflare alternative, Kerr-McGee shal l, where applicable, obtain all necessary federally-enforceable, non-Title V permits and amend its Title V Permit applications for the Cottonwood Wash and Ouray Facilities, as appropriate, to incorporate all enclosed flar e and/or non-flare alternative installation, operation, monito ring and reporting requirements as set forth in this Section IV.B. Brighton Facility in the D-J Basin 20. By no later than June 30, 2007, Kerr-McGee shall install and operate an enclosed flare at the Brighton Facility to meet a 95% destruction efficiency for VOC emissions from all condensate storage tanks located at the Brighton Facility. 21. Kerr-McGee shall design, install and operate the enclosed flare in accordance with the requirements of “Regulation No. 7”, and the manufacturer’s written instructions or procedures necessary to ach ieve the emission reductions listed in Paragraph 20. 22. By no later than June 1, 2007, Kerr-McGee shall have submitted a worksheet to CDPHE setting forth its design ca lculations for the proposed encl osed flare, including heat content determination, exit velocity de termination, and flow rate estimates.

-12-23. Upon startup of the enclosed flare, Ke rr-McGee shall operate and maintain an auto-ignition device equipped with a thermocouple th at reignites the pilot flame whenever it goes out. 24. By no later than 60 Days following start- up of the enclosed flare, Kerr-McGee shall submit a certificatio n pursuant to Paragraph 112 to CDPH E that it has complied with the requirements of Paragraphs 20-23. 25. Kerr-McGee shall inspect the enclosed flare and document whether the pilot light on the enclosed flare was lit or the enclosed flar e was bypassed at the time of the inspection, as required by Regulation No. 7. 26. Kerr-McGee shall notify CDPHE of all instan ces that a pilot light on the enclosed flare was not lit or the enclosed flare was bypasse d, and the duration of each incident, with each Annual Report submitted pursuant to Section XI I (Reporting Requirements), and any other reports required to be submitted to CDPHE under Regulation No. 7. 27. By no later than 60 Days after the start- up of such enclosed flare, Kerr-McGee shall apply to CDPHE for a construction permit a nd to amend its Title V Permit, as appropriate, to incorporate all enclosed fl are installation, operation, monitori ng and reporting requirements as set forth in this Section IV.B., or to request that CDPHE rescind its Title V Permit, as appropriate. 28. General Record-Keeping Requirement: Kerr-McGee shall maintain records and information adequate to demonstrate its complian ce with the requirements of this Section IV.B., and shall report the status of its compliance with these requirements in its Annual Reports submitted pursuant to Section XII (Reporting Requirements).

-13-C. COMPRESSOR ENGINES IN THE D-J BASIN 29. Kerr-McGee shall install, operate and ma intain emission control equipment to reduce: (i) NO x , CO and VOC emissions from seven ex isting two-stroke, lean-burn (“2SLB”) RICE located at the Frederick, Dougan, and Hudson Facilities; and (ii) CO and VOC emissions from four existing 2SLB RICE located at the Fo rt Lupton Facility, in acco rdance with the control requirements of this Section IV.C. Alterna tively, Kerr-McGee may permanently remove from service any of these existing el even 2SLB RICE located at the Frederick, Dougan, Hudson or Fort Lupton Facilities either before or after m eeting the additional contro l requirements of this Section IV.C., and it may also replace one or mo re such existing 2SLB RICE with new RICE subject to all applicable permitting requirements then in effect, in accordance with the schedule in Paragraphs 30 and 31. Any such new RICE sh all meet the requirements of Regulation No. 7, § XVII regardless of whether such new RICE is relo cated from a site within the State. Such new RICE shall have a manufacture da te no earlier than January 1, 2004. 30. The emission control equipment for th e seven 2SLB RICE located at the Frederick, Dougan, and Hudson Facilities shall consist of: (i) new or remanufactured turbochargers; (ii) pre- combustion chambers; (iii) after-coolers with auxiliary water cooling, as needed; (iv) high-pressure fuel injection; and (v) oxidation cataly sts. All such equipment shall be installed and operational, or one or more of the 2SLB RICE shall be replaced, in accordance with the following schedule:

a. One Clark TLAD engine at the Hudson Facility - no later than January 4, 2008;

-14-b. A second Clark TLAD engine at th e Hudson Facility - no later than February 22, 2008;

c. A third Clark TLAD engine at the Huds on Facility - no later than April 11, 2008; d. The fourth and last Clark TLAD engine at the Hudson Facility - no later than May 30, 2008;

e. One Cooper-Quad engine at the Fred erick Facility - no later than November 14, 2008 or certify by November 14, 2008 pursuant to Paragraph 112 that one Cooper-Qua d RICE, specifically identified by AIRS Identification Number and serial number, will be replaced no later than January 16, 2009; f. The second and last Cooper-Quad engine at the Frederick Facility - no later than January 16, 20 09 or replace the Cooper-Quad RICE, specifically identified by AIRS Identification Numb er and serial number, no later than January 16, 2009; and g. Dougan Engine 21 (a Cooper-Quad) - no later than March 20, 2009 or replace the Cooper-Quad RICE no later than March 20, 2009. 31. The emission control equipment for the 2S LB RICE at the Fort Lupton Facility shall consist of oxidation catalysts . The oxidation catalysts shall be installed and operational, or the 2SLB RICE shall be replaced, in accordance with the following schedule:

a. One Fairbanks-Morse MEP engine at the Fort Lupton Facility - no later than January 4, 2008 or certify by Ja nuary 4, 2008 pursuant to Paragraph

-15-112 that one Fairbanks-Morse MEP RI CE, specifically identified by AIRS Identification Number and serial number, will be replaced no later than May 30, 2008; b. A second Fairbanks-Morse MEP engine at the Fort Lupton Facility - no later than February 22, 2008 or cer tify by February 22, 2008 pursuant to Paragraph 112 that one Fairbanks -Morse MEP RICE, specifically identified by AIRS Identification Number and serial number, will be replaced no later than May 30, 2008;

c. A third Fairbanks-Morse MEP engine atthe Fort Lupton Facility - no later than April 11, 2008 or certify by Ap ril 11, 2008 pursuant to Paragraph 112 that one Fairbanks-Morse MEP RICE , specifically identified by AIRS Identification Number and serial number, will be replaced no later than May 30, 2008; and d. The fourth and last Fairbanks-Morse MEP engine at the Fort Lupton Facility - no later than May 30, 2008 or replace the Fairbanks-Morse MEP RICE, specifically identified by AIRS Identification Number and serial number no later than May 30, 2008. 32. The emission control equipment for each existing 2SLB RICE at the Frederick, Dougan and Hudson Facilities shall meet the following control requirement for NOx: 2.0 grams/hp-hr., or an equivalent lbs./MMBTU limit, when the RICE is operating at a 90% load or higher.

-16-33. The emission control equipment for each existing 2SLB RICE shall have a control requirement of 58% destruction efficiency for CO when the RICE is operating at a 90% load or higher. 34. All emission control equipment shall be appropriately sized for each existing 2SLB RICE. Immediately following installati on of each emission control device, Kerr-McGee shall operate and maintain each existing 2SLB RI CE and associated emission control and related equipment according to all manufacturer’s writte n instructions or procedures necessary to achieve the emission reductions listed in Paragr aphs 32 and/or 33. Oxidation catalysts shall be operated in accordance with Re gulation No. 7, Section XVI. 35. Kerr-McGee shall conduct an initial emi ssion test on each existing 2SLB RICE to demonstrate compliance with the control require ments of Paragraphs 32 and/or 33 pursuant to the Test Protocols set forth in Appendix D. Such initial emission tests shall be conducted no later than 60 Days after installation of the emission control equipment and startup of each existing 2SLB RICE. 36. If any emission control equipment fails to meet the control requirements of Paragraphs 32 and/or 33, Kerr-McGee shall take appropriate steps to correct such non

compliance and retest the emission control equi pment no later than 30 Days after the initial emission test. Kerr-McGee shall submit a report to CDPHE no later than 30 Days after each such retest. The retest report will include a summary of the steps taken to comply with the control requirements of Paragraphs 32 and/or 33, and the retest results. 37. Upon successful demonstration that the emission control equipment has met the control requirements of Paragraphs 32 and/or 33, Kerr-McGee shall thereafter operate and

-17-maintain the emission control equipment to meet those requirements in accordance with the Operation and Maintenance Plan (“O&M Plan”) Kerr-McGee submits for approval to CDPHE. Kerr-McGee shall submit a proposed O&M Plan to CDPHE no later than 60 Days after a successful test or retest. 38. Kerr-McGee shall apply to CDPHE for a construction permit and amend its existing Title V Permit for each facility to incorp orate the use of the emission control equipment required by this Section IV.C., as well as the applicable performance, monitoring and reporting requirements. Kerr-McGee shall submit such applications for each facility no later than 60 Days after the date of the last compliance demonstration for the last affected 2SLB RICE at each such facility. 39. General Record-Keeping Requirement : Kerr-McGee shall maintain records and information adequate to demonstrate its complian ce with the requirements of this Section IV.C., and any applicable regulatory requirements, and shall report the status of its compliance with these requirements in its Annual Reports, s ubmitted pursuant to S ection XII (Reporting Requirements). D. COMPRESSOR ENGINES IN THE UINTA BASIN Existing RICE in the Uinta Basin 40. By no later than December 15, 2007, Kerr-M cGee shall inst all and operate oxidation catalysts on each RICE operating in th e Uinta Basin with a nameplate rating of 500 horsepower (“hp”) or greater listed in Appendi x E (all of which Kerr-McGee represents are located at HAP minor sources).

-18-41. The oxidation catalysts installed on each RICE listed in Appendix E shall achieve a 93% destruction efficiency for CO when each RICE is operating at a 90% load or higher. 42. Immediately following installation of each oxidation catalyst, Kerr-McGee shall operate and maintain each RICE and oxidation cata lyst according to the catalyst manufacturer’s written instructions or procedures necessary to achieve the emission reductions listed in Paragraph 41. 43. Kerr-McGee shall conduct an initial emissi ons test of each oxidation catalyst to demonstrate compliance with the CO destruction efficiency specified in Paragraph 41 using a portable analyzer in accordance with the Test Pr otocol set forth in Appendix F. An initial emissions test on each oxidation catalyst installe d pursuant to the requirements of Paragraph 40 shall be completed no later than 60 Days after the last oxidation catalyst in stallation on the RICE listed in Appendix E. 44. If any oxidation catalyst fails to meet th e destruction efficiency specified in Paragraph 41, Kerr-McGee shall take appropriate st eps to correct such non-compliance and retest the oxidation catalysts within 30 Days after the in itial test(s). Kerr-McGee shall submit a report to EPA no later than 30 Days afte r each retest. The retest repor t will include a summary of the steps taken to comply with the control requir ement in Paragraph 41 and the retest results. 45. Upon successful demonstration that an oxi dation catalyst has met the destruction efficiency as specified in Paragraph 41, Kerr-M cGee shall thereafter test the oxidation catalyst emission control efficiency on a semi-annual cale ndar-year basis using a portable analyzer in accordance with the Test Protocol set forth in Appendix F.

-19-46. Kerr-McGee shall report to EPA in writ ing concerning all activities completed pursuant to the preceding Paragraphs 40 through 45. Such report shall be submitted no later than 60 Days after the initial test deadline contained in Paragraph 43. The re port shall contain the following information applicable to each RICE:

a. RICE make, model, nameplate hp ra ting, location, installation date (when available) and manufacturer emission data; b. catalyst make, model, installation date and manufacturer emission data;

c. initial emission test results including dates and times of test runs, names of employee(s) or contractor(s) who conducted the test, and oxygen (O 2) and CO concentration results at the inlet and outlet of the oxi dation catalyst for each run; the percent reduction of CO achieved for each test run after normalizing CO concentration to a dry basis and to 15% oxygen; length of run times, and average percent engine load during each run; d. a catalyst maintenance log (e.g., date of last catalyst replacement, number of engine operating hours since last ca talyst replacement, and date and description of any catalyst ma intenance activities); and

e. a certification pursuant to Paragraph 112 of the in formation contained in the report in accordance with Sect ion XII (Reporting Requirements). 47. All subsequent semi-annual test results sh all be included in Annual Reports to be submitted by Kerr-McGee regarding the RICE listed in Appendix E, as required by Section XII (Reporting Requirements), and sha ll include the information set fo rth in the preceding Paragraph 46.

-20-48. If otherwise required by applicable re gulations implementing the Act, KerrMcGee shall apply for a permit for any RICE in Appendix E prior to term ination of the Consent Decree. New RICE in the Uinta Ba sin at HAP Minor Sources 49. Beginning on the date of the lodging of this Consent Decree, and continuing for so long as this Consent Decree is in effect, any new RICE with a nameplate rating of 500 hp or greater installed by Kerr-McGee at any facility in the Uinta Basin shall be lean-burn or achieve comparable emission reductions, and be equipped with catalyst controls. 50. For those RICE installed by Kerr-McGee in the Uinta Basin, the oxidation catalysts that are required to be installed pursuant Paragraph 49 shall achieve a 93% destruction efficiency for CO when each RICE is operating at a 90% load or higher . 51. By no later than 60 Days following the in stallation of a catalyst on any new RICE pursuant to Paragraph 49, Kerr-McGee shall conduct an initial emissions test of such catalyst to demonstrate compliance with the destruction e fficiency specified in Paragraph 50, using a portable analyzer in accordance with the Test Protocol set forth in Appendix F. 52. If the catalyst fails to meetthe destruction efficiency as specified in Paragraph 50, Kerr-McGee shall take appropriate steps to correct such non-compliance and retest the oxidation catalyst within 30 Days after the initial test. Kerr-McGee shall submit a report to EPA no later than 30 Days after each retest. The retest repo rt shall include a summar y of the steps taken to comply and the retest results. 53. Upon successful demonstration that the catal yst has met the destruction efficiency specified in Paragraph 50, Kerr-McGee shall th ereafter test the oxidation catalyst emission

-21-control efficiency on a semi-annual calendar-year ba sis using a portable analyzer in accordance with the Test Protocol set forth in Appendix F. 54. Kerr-McGee shall submit a report to EPA w ithin 60 Days after each initial test is performed pursuant to Paragraph 51. The report shall contain th e initial test results and the following information applicable to each RICE:

a. RICE make, model, nameplate hp ra ting, location, installation date and manufacturer emission data; b. catalyst make, model, installation date and manufacturer emission data;

c. initial emission test results including date and times of test runs, name(s) of employee(s) or contractor(s ) who conducted the test, and O 2 and CO concentration results at the inlet a nd outlet of the oxidation catalyst for each run; the percent reduction of CO achieved for each test run after normalizing CO concentration to a dry basis and to 15% oxygen; length of run times, and percent engine load at each run; d. a certification pursuant to Paragraph 112 of the in formation contained in the report in accordance with Sect ion XII (Reporting Requirements). 55. Kerr-McGee shall include all subsequent semi-annual results in the Annual Report submitted pursuant to Section XII (Reporting Requirements), as well as the information gathered pursuant to the precedi ng Paragraph 54, and a catalyst maintenance log (e.g., date of last catalyst replacement, number of engine operating hours since last catalyst replacement, and date and description of a ny catalyst activities).

-22-56. If otherwise required by applicable re gulations implementing the Act, KerrMcGee shall apply for a permit for any new RICE subject to this Section IV.D. prior to termination of the Consent Decree. 57. General Record-Keeping Requirement : Kerr-McGee shall maintain records and information adequate to demonstrate its complian ce with the requirements of this Section IV. D., and shall report the status of its compliance with these requirements in its Annual Reports submitted pursuant to Section XII (Reporting Requirements). E. PNEUMATIC CONTROLLERS Existing High-Bleed Pneumatic Controllers 58. Retrofits : Kerr-McGee shall retrofit all “high-bleed” Pneumatic Controllers listed in Appendices G and H, with “low-bleed” Pneumatic Controllers, in accordance with the requirements of this Section IV.E. For purpos es of this Consent Decree, a “high-bleed” Pneumatic Controller is any Pneumatic Controller that has the capacity to bleed in excess of six standard cubic feet of natural gas per hour (50,000 scf/year) in normal operation. During the performance of such work Kerr-McGee shall, to th e extent practicable, repair or replace leaking gaskets, tubing fittings and seals, and all work will be completed so as to minimize potential emissions associated with the retrofitting project. 59. By no later than September 30, 2007, Ke rr-McGee shall install retrofit “low

bleed” Pneumatic Controllers on at least one-half of the high-bleed Pneumatic Controllers listed in Appendix G, and on at least one-half of th e high-bleed Pneumatic Controllers listed in Appendix H.

-23-60. Kerr-McGee shall install retrofit “low -bleed” Pneumatic Controllers on the remainder of the high-bleed Pneumatic Controller s listed in Appendices G and H by no later than May 31, 2008. 61. Replacements : By no later than two years af ter the date of lodging of this Consent Decree, Kerr-McGee shall replace no less than 370 additional high-bleed Pneumatic Controllers that were not amenable to retrofit with low or no-bleed Pneumatic Controllers in the Wattenberg Gas Gathering System, and as many more such high-bleed Pneumatic Controllers as may be replaced at a total cost of $500,000 (inclu sive of both capital an d installation costs). 62. Within 60 Days after the retrofit of Pneu matic Controllers listed in Appendices G and H is completed, and within 60 Days after th e replacement of Pneumatic Controllers required by Paragraph 61, Kerr-McGee shall provide EPA, and as applicable CDPHE, a report that certifies the completion of each such project and an accompanying spreadsheet that identifies each unit retrofitted or replaced, its site location, its service, the date the retrofit or replacement was completed, the estimated bleed rate reduc tions and corresponding estimates of both annual VOC reductions (on a calendar-ye ar basis) and the amount of natural gas conserved, and the approximate cost of each retrofit and replacement. New Construction 63. Beginning on the date of the lodging of this Consent Decree, and continuing through January 1, 2017, Kerr-McGee shall install and operate low or no-bleed Pneumatic Controllers to conserve natural ga s at all newly constructed facil ities in the Uinta Basin and D-J Basin, where instrument air is not otherwise av ailable. Kerr-McGee need not, however, install

-24-low or no-bleed controllers at sites for which Ke rr-McGee can demonstrate that the use of low or no-bleed pneumatic devices would not be technically or operationally feasible. 64. Kerr-McGee shall have implemented the mandatory management directive (Appendix I) which requires the us e of low-bleed Pneumatic Contro llers at all newly constructed facilities in the D-J and Uinta Basins. 65. General Record-Keeping Requirement : Kerr-McGee shall maintain records and information adequate to demonstrate its complian ce with the requirements of this Section IV. E., and shall report the status of its compliance with these requirements, in its Annual Reports submitted pursuant to Section XII (Reporting Requirements). F. SULFUR REMOVAL TECHNOLOGY IN THE UINTA BASIN 66. Beginning on the date of lodging of this Consent Decree and continuing for so long as this Consent Decree is in effect, Kerr-McGee shall install and operate solid-bed or liquidbed sulfur removal processes when n ecessary to remove hydrogen sulfide (“H 2 S”) from natural gas in the Uinta Basin, in lieu of amine-based sulfur remova l with flaring of removed H 2 S. 67. Kerr-McGee shall provide written notice to EPA no later than 60 Days following each installation and startup of a liquid-bed sulf ur removal unit under Paragraph 66. Such notice shall include a description and th e location of all liquid-bed sulf ur removal equipment installed, an estimate of the annual amount of SO 2 emissions to be avoided ( on a calendar-year basis), and a summary spreadsheet showing service conditions and actual capital costs. 68. General Record-Keeping Requirement : Kerr-McGee shall maintain records and information adequate to demonstrate its complian ce with the requirements of this Section IV. F.,

-25-and shall report the status of its compliance with these requirements in its Annual Reports submitted pursuant to Section XII (Reporting Requirements). V. ADMINISTRATIVE REQUIREMENTS A. PLATTEVILLE FACILITY 69. Within 30 Days after the date of lodg ing of this Consent Decree, Kerr-McGee shall submit for CDPHE’s approval and incorporation as a requir ement of Colorado Construction Permit No. 02WE0126 an operation and maintena nce (“O&M”) plan for the reboiler that controls VOC emissions from the amine gas tr eatment system at the Platteville Facility. 70. Kerr-McGee’s O&M plan shall:

a. Provide a routine program to mi nimize soot build- up of the reboiler burner; b. Incorporate the burner manufacturer’s written instructions or procedures necessary to ensure proper combustion; and

c. Conform to applicable requi rements of CDPHE’s AQCC Common Provisions Regulation, AQCC’s Regulation Nos. 1, 2, 3, and 6, and 40 C.F.R. Part 60, Subparts A and Dc. 71. CDPHE shall either approve Kerr-McGee’s plan or provide written comments and requested changes within 30 Days of submissi on of the plan. Kerr-McGee shall have an additional 30 Days from receipt of CDPHE’s written response to either amend the plan and resubmit it to CDPHE, or to begin implementa tion of O&M in accordance with the approved plan. Upon CDPHE’s approval, the O&M plan shall become an enforceable requirement of Colorado Construction Permit No. 02WE0126.

-26-B. FORT LUPTON FACILITY 72. Within 30 Days after the date of lodg ing of this Consent Decree, Kerr-McGee shall propose to CDPHE a consolidated annual allowable VOC emission limit for equipment leaks from components at the Fort Lupton F acility that are in VOC hydrocarbon service as described at 40 C.F.R. § 60.632(f). The following sources of VOC emissions shall be subject to such consolidated emission limit:

a. Equipment leaks from those components of the Fort Lupton Facility subject to Condition 6.1 of CDPH E Operating Permit No. 95OPWE013 (30.8 TPY); and b. Equipment leaks from components of the natural gas liquids (“NGL”) extraction unit subject to Condition 2 of CDPHE Construction Permit No. 00WE0583 (46.4 TPY). 73. Kerr-McGee’s proposal to CDPHE shall be made as an application to amend the Title V Permit for the Fort Lupton facility. Th e Parties agree that incorporation of this requirement into the Title V Permit for the FortLupton facility may be made by “administrative amendment” under 40 C.F.R. § 70.7(d) and corres ponding State Title V rules, where allowed by State law. CDPHE shall administer Kerr-McGee’s application as a routine application for a Title V permit amendment. Until such time as CD PHE has taken final agency action with regard to such application, Kerr-McGee shall comply w ith the following interim emission limit for the Fort Lupton Facility, consistent with applicab le EPA guidance on appropriate emission factors and control percentages for com ponents in hydrocarbon service at f acilities with quarterly leak detection and repair (“LDAR”) programs in place: 77.2 TPY of VOCs during any 12-month

-27-period (on a rolling basis) from equipment leak s at the Fort Lupton Facility subject to the requirements of 40 C.F.R. Part 60, Subpart KKK and Regulation No. 7. For the purpose of demonstrating compliance with this interim emi ssion limit, emissions shall be calculated in accordance with the methodology contained in Appendix J. VI. LIMITS ON POTENTIAL TO EMIT 74. The control requirements establishe d in Sections IV.A. (Low-Emission Dehydrators), IV.B. (Condensate Storage Tanks), IV.C. (Compressor Engines in the D-J Basin), IV.D. (Compressor Engines in th e Uinta Basin) and IV.E. (Pneum atic Controllers), under this Consent Decree shall be consider ed “federally enforceable” and, as applicable, “legally and practicably enforceable” for purposes of calculati ng the PTE of a source or facility as may be applicable under the Act and the Colorado Act and any implementing federal or Colorado regulations. 75. The PTE for VOCs from Low-Emission Dehydrators installed and certified pursuant to this Consent Decree at any facility in the Uinta or D- J Basins shall be limited by the control requirements set fort h in Section IV.A. (Low-Emissi on Dehydrators), and shall be federally enforceable on that basis. 76. The PTE for VOC emissions from condensate storage tanks at the Cottonwood Wash Facility and Ouray Facility shall be limite d by the requirement that such emissions will be controlled by a flare, VRU, or other non-flare alte rnatives pursuant to the criteria set forth in Section IV.B. (Condensate Storage Tanks) and sha ll be federally enforceable on that basis. 77. The PTE for CO and formaldehyde for all RICE in the Uinta Basin with a nameplate rating of 500 hp or greater shall be limited by the requirement that emissions be

-28-controlled by catalysts which meet a destruction efficiency for CO set forth in Paragraphs 41 and 50 and shall be federally en forceable on that basis. 78. The PTE for CO for the eleven 2SLB RICE in the D-J Basin shall be limited by the requirements of Section IV.C . (Compressor Engines in the D-J Basin) that such emissions will be controlled by oxidation catalysts which meet the control requirements set forth in Paragraph 33 and shall be federall y enforceable on that basis. 79. The PTE for NOx for the 2SLB RICE at the Frederick, Dougan and Hudson Facilities shall be lim ited by the requirement that equipment be upgraded for purposes of reducing emissions which meet th e control requirements set forth in Paragraph 32 and shall be federally enforceable on that basis. VII. AMBIENT AIR MONITORING 80. By no later than six months after entry of this Consent Decree, Kerr-McGee shall fund the purchase, installation and initial operati on of ambient air quali ty and meteorological monitoring station(s) in and/or adjacent to the Uinta Basin, subject to a $300,000 cap on Kerr

McGee’s total expenditures to comply with this Section VII. The ambien t air quality monitor(s) shall be designed to monitor ozone, NOx and PM 2.5 concentrations. The meteorological station(s) shall have a 10 meter tower and be designed to monitor wind speed, wind direction, temperature and solar radiation. The station( s) shall be designed to gather multilevel meteorological data necessary for use in air qua lity monitoring under current federal and state laws and regulations. 81. Kerr-McGee shall work cooperatively w ith EPA, the Utah Department of Environmental Quality (UDEQ) and the Ute Indian Tribe of the Uintah and Ouray Reservation

-29-(the “Northern Ute Tribe”) regarding the lo cation of monitor(s), schedule for project implementation and coordination of their initial op eration. The station(s) shall meet the siting, methodology and operational requirements of 40 C. F.R. Part 58, and shall be sited in a representative location upw ind of the Uinta Basin and/or a repr esentative central location within the Uinta Basin. Additional gui dance for meteorological monitori ng is contained in “Quality Assurance Handbook for Air Pollution Measuremen t Systems, ” Vol. IV, “Meteorological Measurements.” Actual monitoring site selectio n shall be subject to approval by EPA and KerrMcGee, after review and comment on proposed locations by the UDEQ and the Northern Ute Tribe. All monitoring data sha ll be collected in a manner reasonably calculated to meet EPA’s quality assurance/quality cont rol (“QA/QC”) requirements of 40 C.F.R. Part 58, App. A. Additional guidance is provided in “Qua lity Assurance Handbook for Air Pollution Measurement Systems.” 82. Subject to a $300,000 cost cap, Kerr-M cGee shall fund the operation and maintenance of up to two (2) stations, and the co llection and distribution of monitoring data for the station(s) until Kerr-McGee has expended $300,000 in capital, installation, operation and maintenance costs. Kerr-McGee shall certify in accordance with Para graph 112 that it has expended $300,000 in capital, installation, operati on and maintenance costs for up to two (2) stations. VIII. MULTI-PHASE PIPING/TANKLESS WELL-SITE PILOT PROJECT 83. Kerr-McGee shall complete a study of the technical and operati onal feasibility of using a system to gather multi-phase fluids (l iquid and gas constituents) from multiple producing natural gas well-sites for collect ion, separation and metering at a central facility in the Uinta

-30-Basin (“Feasibility Study”), and if technically and operationally feasible, shall implement a pilot project to demonstrate such t echnology in the Uinta Basin (“Multi -Phase Pilot”), in accordance with the requirements of this Section VIII. The Feasibility Study and Multi-Phase Pilot shall focus on a proposed system to: (i) eliminate the storage of hydrocarbon liquids and produced water at individual wellhead faci lities within the system; and ( ii) reduce emissions of VOCs from condensate storage tanks to be loca ted at a central collection point. Subject to the cost cap set forth in Paragraph 86, the Multi-Phase Pilot shall include: (i) at least sixteen new or existing well pads and multi-phase piping from those well pads to a central collection point; and (ii) separation, liquid storage, gas metering equipment, and VOC emission control or capture, to the extent emissions are not otherwise pr evented through process changes. 84. Feasibility Study: Kerr-McGee shall complete the Feasibility Study in accordance with the scope of work (“FS SOW”) atta ched as Appendix K. No later than 90 Days after the date of lodging this Consent Decree, Kerr-McGee shall submit a written report of the conclusions of the Feasibility Study to EPA for review and concurrence. In the event the Feasibility Study concludes that the Multi-Phase P ilot is not technically or operationally feasible to implement, Kerr-McGee shall have no fu rther obligations under this Section VIII. 85. Multi-Phase Pilot : If the Multi-Phase Pilot is found to be technically and operationally feasible in the F easibility Study, Kerr-McGee shall submit to EPA for review and approval a proposed scope of work (“Multi-Phas e Pilot SOW”) to implement the Multi-Phase Pilot in a manner consistent with the conclusions of the Feasibility Study. The Multi-Phase Pilot SOW shall include an estimate of “Added Incremen tal Costs,” which for purposes of this Section VIII, are defined as the total costs over a nd above the costs of conventional well-site

-31-development, accounting for norma l construction. EPA shall either approve the Multi-Phase Pilot SOW or provide written comments on requested changes within 30 Days of receipt of such Multi-Phase Pilot SOW. Kerr-McG ee shall have an additional 30 Days from receipt of EPA’s written response to either amend the Multi-Phase Pilot SOW and resubmit it to EPA, or to invoke the dispute resolution procedures set forth in Section XV (Dispute Resolution), and EPA shall have an additional 30 Days from resubmission to comment upon or approve such revised Multi-Phase Pilot SOW. 86. In the event that Kerr-McG ee can document to EPA’s satisfaction, in accordance with Paragraph 85, that the Added Incremental Cost s of the Multi-Phase P ilot to be implemented pursuant to the EPA-approved Multi-Phase Pilot SOW will exceed $750,000, Kerr-McGee shall implement the Multi-Phase Pilo t at as many well pads as can be funded for $750,000 in Added Incremental Costs. In the event that EPA and Kerr-McGee disagree on the total Added Incremental Costs, Kerr-McGee shall bear the burden of demonstrati ng by a preponderance of evidence that such costs exceed the $750,000 cost cap. 87. Kerr-McGee shall provide EPA with semi -annual, calendar-year progress reports, beginning 180 Days following EPA’s approval of the Multi-Phase Pilot SOW, documenting progress on the Multi-Phase Pilot. The progress report shall include a description of the schedule status for engineering, procurement, construction and start up of the Mul ti-Phase Pilot, and an updated estimate of “Added Incremental Costs.” 88. By no later than 18 months following EP A’s approval of the Multi-Phase Pilot SOW, Kerr-McGee shall have installed and be gun operation of the Mu lti-Phase Pilot in accordance with the approved Multi-Phase Pilot SOW.

-32-89. Within 90 Days of the installation and startup of the Multi-Phase Pilot, KerrMcGee shall provide EPA a final report th at includes the following information:

a. A description of the project as co mpleted, including: (i) a topographic area map showing the well pads, multi- phase pipelines, and central liquids gathering; (ii) a proce ss description with a summ ary of gas, condensate and water production rates since proj ect startup; (iii) process flow diagrams for a typical well pad a nd for central liq uids gathering equipment; (iv) a representative conden sate liquids sample analysis from a well pad and from the outlet of central liquid separation; and (v) the API gravity and RVP for such re quired condensate samples; b. A discussion of the operating chal lenges presented by the Multi-Phase Pilot and their means of resolution;

c. An itemization of the Added Incr emental Costs of the project as completed; d. An itemized estimate of both incremen tal added and saved operating costs compared to conventional gas gathering methods; and

e. A description of air quality and othe r environmental benefits attributable to the project, together with any calc ulations and process simulations used to estimate air emission reductions and natural gas conserved. 90. General Record-Keeping Requirement : Kerr-McGee shall maintain records and information adequate to demonstrate its complian ce with the requirements of this Section VIII, and any applicable regulatory requirements, and shall report the status of its compliance with

-33-these requirements in its Annual Reports until th e Multi-Phase Pilot is fully implemented and operating, as set forth in Secti on XII (Reporting Requirements). IX. PERFORMANCE OPTIMIZATION REVIEW 91. Within one year after the date of lodg ing of this Consent Decree, Kerr-McGee shall complete a Performance Optimization Review (“POR”) to increase energy efficiency and enhance product recovery at five facilities in the Uinta Basin and five facilities in the D-J Basin in accordance with the Scope of Work attached as Appendix L. The five facilities in the Uinta Basin shall consist of four well-site facilities (t wo shall be at least five years old, one shall be less than five years old, and one shall be a new drill) and one (1) compressor station. The five facilities in the D-J Basin will consist of four well- site facilities (two shal l be at least ten years old, one shall be less than ten years old, and one sh all be a new drill) and the Platteville Facility. 92. Kerr-McGee’s POR shall be performed by third-party consultants acceptable to EPA and CDPHE. Performance of the POR ma y be temporarily suspended during entry pursuant to Paragraph 140. 93. The scope of the POR is expressly limited to the following activities, as set forth in the POR SOW:

a. Pressure Relief Devices - repair or replace components, as appropriate, to specifically reduce product losses; b. Pneumatic Controllers - evaluate for use of low-bleed devices or instrument air;

c. Production Separators - identify opt imal pressures and temperatures, and reset as needed;

-34-d. Dehydrators - evaluate for use of condensers, flares, flash tanks and electric pumps to reduce product losses;

e. Internal Combustion Engines - ev aluate maintenance practices and planned shutdown procedures to minimize product losses from blow down and the use of starter gas; f. Flare and Vent Systems - evaluate flare and vent system components and associated operating procedures to reduce the loss of product, where possible; g. Producing Wells - install plunger li fts and perform “green completion” practices on new wells, as appropriate; h. Operating Pressures - review a nd optimize, where possible; and i. Component Inspections and Repair s - perform component inspections using OVA, TVA, or other CDPHE- approved leak detection field equipment and repair or replace leak ing components, as appropriate, to enhance product recovery. 94. POR Reports . Within 60 Days of completi on of the POR, Kerr-McGee shall submit a POR Report to EPA for the Uinta Basin and a POR Report to CDPHE for the D-J Basin which shall include:

a. the contractor(s) used to conduct the POR; b. the name, location and original constr uction date of each of the well-site facilities and the compressor station at which the POR was completed;

-35-c. a general description of the com ponents by type and service that were inspected, how they were inspected, a summary and description of any repairs made, an estimate of natural ga s conserved as a result of the repairs to the extent quantifiable, and the repair cost; d. a general description of the pressure relief devices that were inspected, how they were inspected, a summary description of any repairs made, an estimate of natural gas conserved as a result of the repairs to the extent quantifiable, and the repair cost;

e. an evaluation of pneumatic devices for use of low-bleed devices or instrument air, and potential product losses avoided; f. a description of the review of produc tion separators, iden tification of those for which optimal pressures and temp eratures were calculated and how that was done; a comparison of those values to prior separator operating conditions, a summary of the adjustments to pressures or temperatures that were made, an estimate of the amount of natural gas conserved as a result, and the cost if significant, to ad just pressures and temperatures; g. a description of the evaluation of dehydrators for the use of condensers, flares, flash tanks, and electric pum ps; a summary of the projects identified as a result of such revi ew for possible future implementation by Kerr-McGee on a voluntary basis; if suffi cient data exists to prepare an estimate, an estimate of the amount of natural gas potentially conserved if such projects were implemented, and the cost to implement such projects;

-36-h. a description of the review of RICE shutdown procedures to reduce blow down and the use of starter gas; a summa ry of any changes that were made based on such review; an estimate of product losses avoide d as a result of any changes made, if reasonably capable of estimation; and the cost to implement such changes; i. a description of the review of flar e and vent systems, a summary of the repairs made, if any; an estimate of the amount of natural gas conserved as a result of repairs made, and the cost to implement such repairs; j. a list of well names and locations at which plunger li ft systems were installed, if any, or at which green completion procedures were followed; a description of any plunger lift syst em(s) used and the well condition(s) that made such system(s) practicable or how new well completion procedures were “green”; an estim ate of the amount of natural gas conserved as a result of POR evalua tions of certain producing wells, and the cost to implement any such systems and/or procedures; and k. a description of how operating pr essures were evaluated and, where possible, optimized; an estimate of th e amount of natural gas conserved as a result of such evaluation, and an es timate of the cost, if non-negligible, to optimize operating pressures. 95. Within 120 Days of completion of the POR, Kerr-McGee may identify in writing to EPA, and as applicable CDPHE, any areas of non-compliance with the Act and the Colorado Act (including federal and state implementing regul ations) that are discov ered during the POR.

-37-Under this Paragraph, for other than PSD/NSR , Kerr-McGee shall include in its written submission: (1) a certification pursuant to Paragraph 112 that it has subsequently complied with all applicable statutory and re gulatory requirements, or it sh all propose a schedule for coming into compliance; (2) a description of the corrective measures taken, or proposed to be taken; and (3) a proposed calculation of any economic benef it pursuant to the EPA St ationary Source Civil Penalty Policy and BEN Model. EPA and/or CD PHE will review Kerr-McGee’s certifications, and/or proposed schedule for compliance, corrective measures, and economic benefit calculation(s), and will respond w ith written concurrence or comm ents. In the event that EPA and/or CDPHE do not approve of the proposed corrective measures or economic benefit calculation(s), each, as applicable, will respond with written comments. Should EPA and/or CDPHE still not agree with the economic benefit calculation(s), EPA and/or CDPHE’s independent economic benefit calculations shall be final and payable. If necessary, the Parties will address any PSD/NSR violati ons as a new and separate enforcement action. Kerr-McGee’s release from liability as specified in Section XVII (Effect of Settlemen t/Reservation of Rights) for the areas of non-compliance identified and corre cted pursuant to this Section IX will take effect upon the Plaintiffs’ written concurrence with Kerr-McGee’s certification and its payment in full of any economic benefit. Any areas of non-compliance discovered by EPA or CDPHE, and any disclosures by Kerr-McGee beyond this speci fic 120-Day period, ar e not covered by this provision. X. CIVIL PENALTY 96. Within 30 Days after the Effective Date of this Consent Decree, Kerr-McGee shall pay to the Plaintiffs a total civil penalt y pursuant to Section 113 of the Act, 42 U.S.C. §

-38-7413, in the amount of $200,000, with interest ac cruing from the date on which the Consent Decree is entered by the Court at the rate specified in 28 U.S.C. § 1961 as of the date of entry. 97. Federal Payment Instructions : Of the total amount of the civil penalty, KerrMcGee shall pay $150,000 to the United States. Kerr-McGee shall make payment by Electronic Funds Transfer (“EFT”) to the United States Depa rtment of Justice (“DOJ”), in accordance with current EFT procedures, referencing the United St ates Attorney’s Office (“USAO”) File Number and DOJ Case Number 90-5-2-1-08656. Payment shall be made in accordance with instructions provided by the USAO for the District of Colo rado. Any funds received after 11:00 a.m. (EST/EDT) shall be credited on the next busin ess Day. Kerr-McGee sh all provide notice of payment, referencing the USAO File Number , DOJ Case Number 90-5-2-1-08656 and the civil case name and case number, to DOJ and to EP A, as provided in Section XX (Notices). 98. State Payment Instructions : Of the total amount of the civil penalty, Kerr-McGee shall pay $50,000 to the State. Kerr-McGee sh all make payment by certified, corporate or cashier’s check drawn to the orde r of “Colorado Department of Public Health and Environment” and delivered to the attention of Legal Administ rative Specialist, Air Pollution Control Division, 4300 Cherry Creek Drive South, APCD-SS-B1, Denver, CO 80246-1530. Kerr-McGee shall provide notice of payment, referencing US AO File Number and DOJ Case Number 90-5-2-1-08656, and the civil case name and case number, to CDPHE, as provided in Section XX (Notices). 99. No amount of the civil penalty to be pa id by Kerr-McGee shall be used to reduce its federal or Colorado tax obligations.

-39-XI. SUPPLEMENTAL ENVIRONMENTAL PROJECTS A. Uintah County Road Dust SEP 100. Subject to approval by the Uintah C ounty Commissioners, Kerr-McGee shall implement a Supplemental Environmental Projec t (“SEP”), to improve a portion of a County Road in Uintah County, Utah, in the Uinta Basin, to reduce particulate matter (road dust), in accordance with the provisions of Appendix M (t he “Road Dust SEP”). The Road Dust SEP shall be completed within 12 months after entry of this Decree. In implementing the Road Dust SEP, Kerr-McGee shall spend not less than $100,000 in eligible Road Dust SEP costs. Eligible Road Dust SEP costs include the costs of pla nning and implementing the Road Dust SEP, or contracting for the work through the Uintah County Roads Department. 101. Kerr-McGee is responsible for the satisfactory completion of the Road Dust SEP in accordance with the requirements of this C onsent Decree. Kerr-McGee may use contractors or consultants in planning and implementing th e Road Dust SEP or coordinating such planning and implementation by the Uintah County Roads Department. “Satisfactory completion” means completion of the work in accordance with all wo rk plans and specifications for the project and expenditure of not less than $100,000. B. Accelerated Vehicle Retirement State SEP 102. No later than 30 Days after the Effectiv e Date of this Consent Decree, KerrMcGee shall implement a SEP to reduce air pollu tion from high-emitting vehicles in the Denver metropolitan area (the “Accelerated Vehicle Retirement State SEP”) by transferring $150,000 (“SEP Funds”) to the Regional Air Quality Council (“RAQC”). The criteria, terms and procedures for the Accelerated Vehicle Retirement State SEP are described in Appendix N. The

-40-transfer of funds to the RAQC shall be by certified, corporate or cashiers check made payable to the Regional Air Quality Council and delivered to the attention of Steve McCannon, Program Manager, Regional Air Quality Council, 1445 Market St., Suite 260, Denver, CO 80202. Prior to transferring the funds, Kerr-McGee shall obt ain a written statement from the RAQC acknowledging and agreeing that the RAQC w ill expend the SEP Funds to implement the Accelerated Vehicle Retirement State SEP in acco rdance with the criteria, terms and procedure described in Appendix N. Within 10 days of transferring the SE P Funds, Kerr-McGee will provide a copy of the check and the RA QC’s written statement to CDPHE. C. General Requirements 103. With regard to both the Road Dust SE P and the Accelerated Vehicle Retirement State SEP, Kerr-McGee certifies the truth and accuracy of each of the following:

a. that, as of the date of executing th is Decree, Kerr-McGee was not required to perform or develop either SEP by a ny federal, state, or local law or regulation and was not required to pe rform or develop the SEPs by prior agreement, grant, or as injunctive re lief awarded in any other action in any forum; b. that neither SEP is a project that Kerr-McGee was planning or intending to construct, perform, or implement othe r than in settlement of the claims resolved in this Decree;

c. that Kerr-McGee has not received an d will not receive credit for either SEP in any other enforcement action by a government entity; and

-41-d. that Kerr-McGee will not receive any reimbursement for any portion of the SEP costs from any other person. 104. SEP Completion Reports: Within 30 Days after the date set for completion of each SEP, Kerr-McGee shall submit a SEP Comple tion Report to the United States, and with regard to the Accelerated Vehicle Retirement State SEP also to CDPHE, in accordance with Section XIX (Notices) of this Consent Decree. The SEP Completion Repor ts shall contain the following information:

a. a detailed description of the SEP, as implemented; b. a description of any problems encount ered in completing the SEP and the solutions thereto;

c. an itemized list of all eligible SEP costs; d. certification pursuant to Paragraph 112 that the SEP has been fully implemented pursuant to the prov isions of this Decree; and

e. a description of the air quality bene fits resulting from implementation of the SEP, including an estimate of associated emission reductions. 105. EPA, or as applicable CDPHE, may re quire information in addition to that described in the preceding Paragraph 104, wh ich is reasonably necessary to determine satisfactory completion of the SEPs or eligibilit y of SEP costs. Kerr-McGee shall provide such additional information to which it has access. 106. Within 60 Days after receiving each SE P Completion Report, the United States and/or CDPHE shall notify Kerr-McGee whether the SEP at issue has been satisfactorily completed. If a SEP has not been satisfactorily completed in accordance with all applicable

-42-work plans and schedules, or if the amount expe nded on performance of a SEP is less than the amount set forth in Paragraphs 100 and 102, stipulated penalties may be assessed under Section XIII (Stipulated Penalties) of this Consent Decree. 107. Disputes concerning the satisfactory co mpletion of a SEP and the amount of eligible SEP costs may be resolved under S ection XV (Dispute Resolution) of this Consent Decree. No other disputes arising under this S ection shall be subject to Dispute Resolution. 108. Each submission required under this Section shall be signed by an official with knowledge of the SEP and shall b ear the certification language set forth in Paragraph 112. 109. Any public statement by Kerr-McGee making reference to either SEP, whether oral or written, in print, film, or other media, shall include the followi ng language: “This project was undertaken in connection with the settlement of an enforcement action taken on behalf of the U.S. Environmental Protection Agency and/or the State of Colorado for alle ged violations of the Clean Air Act and/or the Colorado Air Pollution Prevention and Control Act.” XII. REPORTING REQUIREMENTS 110. Kerr-McGee shall submit the following reports:

a. All initial performance test results, retest reports, initi al status reports, progress reports, final reports, notices , and monitoring data pursuant to any specific requirement of this Cons ent Decree for each annual reporting period (not a cumulative requirement). b. By no later than March 1 of each year, Kerr-McGee shall submit an Annual Report for the preceding calendar year to EPA, and for any matters involving the D-J Basin also to CDPHE. Kerr-McGee shall

-43-provide a paper and electronic copy of each Annual Report to EPA and, as applicable, CDPHE. The Annual Report shall: (i) describe all work or other activities that Kerr-McGee perf ormed pursuant to any requirement of this Consent Decree during the applicable reporting period; (ii) transmit any specific (non-annual) reports to be included in an Annual Report; (iii) describe compliance status ; and (iv) describe an y non-compliance with the requirements of this Consent Decree a nd explain the likely cause(s) of the violation(s) and the reme dial steps taken, or to be taken, to prevent or minimize such violation(s).

c. If Kerr-McGee violates, or has reason to believe that it may violate, any requirement of this Consent Decree, Kerr-McGee shall notify EPA, and as applicable CDPHE, of such violation( s), and its likely duration, in writing, within 10 Days of the Day Kerr-McGee first becomes aware of the violation(s), or potential violation(s), with an e xplanation of the likely cause of such violation(s) and the reme dial steps taken, or to be taken, to prevent or minimize such violation(s) should it occur. If the cause of a violation cannot be fully explained at the time the notification is due, Kerr-McGee shall state this in the notice, investigate the cause of each such violation in the event that it occurs, and submit a full written explanation of the cause of the violati on within 30 Days of the date that Kerr-McGee determines such cause. Nothing in this Paragraph relieves

-44-Kerr-McGee of its obligation to provide the notice required by Section XIV (Force Majeure). 111. All reports shall be submitted to the pers ons designated in Section XIX (Notices) of this Consent Decree. 112. Each Annual Report submitted by Kerr-McG ee shall be signed by a Responsible Official. All other reports or submissions may be signed by a delegated employee representative, unless otherwise required by applicable statute or regulation. All reports and submissions shall include the following certification: I certify under penalty of law that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the pers on or persons who manage the system, or those persons directly responsible for gathering the information, the information submitted is, to the best of my knowledge and belief, true, accurate and complete. 113. The reporting requirements of this Section sh all continue until termination of this Consent Decree; however, upon wri tten agreement by EPA, or as applicable CDPHE, where a Consent Decree reporting requirement is added to a final Title V permit or other non-Title V permit such that the permit meets or exceeds su ch Consent Decree reporting requirement, KerrMcGee may fulfill that Consent Decree repor ting requirement by notifying EPA, and as applicable CDPHE, that the required report ha s been provided pursuant to a permit requirement, and by identifying the relevant permit in Kerr McGee’s Annual Reports, submitted pursuant to this Section XII (Repor ting Requirements). 114. Any information provided pursuant to this Consent Decree may be used by the United States or as applicable the State in any proceeding to enforce the provisions of this

-45-Consent Decree and as otherwise permitted by la w, except for disclosures made pursuant to Paragraph 95 of this Consent Decree. XIII. STIPULATED PENALTIES 115. Kerr-McGee shall be liable for stipulated penalties to the United States and the State for violations of this Consent Decree as specified below, unless excused under Section XIV (Force Majeure), or reduced or waived by one or both Plaintiffs pursuan t to Paragraph 121 of this Decree. A violation include s failing to perform any obligati on required by the terms of this Decree, including any work plan or schedule approved under this Decree, according to all applicable requirements of this Decree and within the specified time schedules established by or approved under this Decree.

a. Low-Emission Dehydrators (Section IV.A.). Violation Stipulated Penalty 1. For failure to provide written notice as required by Paragraph 8 per unit per Day. For each unit: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 2. For failure to install and operate LowEmission Dehydrators at new facilities as required by Paragraph 9. For each unit: $1,000 per Day for the first 30 Days of noncompliance, $1,500 per Day from the 31 st to 60 th Day of noncompliance, and $2,000 per Day thereafter. 3. For failure to provide written notice as required by Paragraph 10. For each unit: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 4. For failure to maintain records and information as required by Paragraph 11. For each unit: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter.

-46-b. Condensate Storage Tanks (Section IV.B.).

Violation Stipulated Penalty 1. For failure to install and operate a flare, VRU, or other non-flare alternative as required by Paragraphs 12, 18, & 20. For each unit: $1,000 per Day for the first 30 Days of noncompliance, $2,500 per Day from the 31 st to 60 th Day of noncompliance, and $5,000 per Day thereafter. 2. For failure to submit a worksheet on flare design and certification of compliance as required by Paragraphs 13, 15, 22, & 24. For each unit: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 3. For failure to conduct inspections, submit reports, maintain records and apply to amend Title V permit applications as required by Paragraphs 16, 17, 19, 25, 26 & 27. For each unit: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 4. For failure to maintain records and information as required by Paragraph 28. For each unit: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter.

-47-c. Compressor Engines (Section IV.C. & D.).

Violation Stipulated Penalty 1. For failure to install emission controls on RICE or alternatively replace with new RICE as required by the dates set forth in Paragraphs 30, 31, 40, & 49. For each engine: $1,000 per Day for the first 30 Days of noncompliance, $2,500 per Day from the 31 st to 60 th Day of noncompliance, and $5,000 per Day thereafter. 2. For failure to conduct initial performance test on the RICE emission controls as required by Paragraphs 35, 43, & 51. For each engine: $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter. 3. For failure to retest and submit a report as required by Paragraphs 36, 44, & 52. For each engine: $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter. 4. For failure to submit an O&M plan as required by Paragraph 37. $200per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 5. For failure to conduct semi-annual tests on RICE emission controls on a semi-annual, calendar-year basis as required by Paragraphs 45 & 53. For each engine: $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter. 6. For failure to submit reports as required by Paragraphs 46, 47, 54, & 55. For each report: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 7. For failure to maintain records and apply to amend Title V permits as required by Paragraphs 38, 39, 56 & 57. For each engine: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 8 For failure to comply with the NOx control requirements and CO destruction efficiency required by Paragraphs 32 and 33. For each engine: $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter.

-48-d. Pneumatic Controllers (Section IV.E.).

Violation Stipulated Penalty 1. For failure to complete the first one- For each project: $500 per Day for the first 30 half of the Pneumatic Controller Days of noncompliance, $1,000 per Day from retrofits as required by Paragraph 59 the 31 st to 60 th Day of noncompliance, and in the Uinta Basin (as one project) and in the D-J Basin (as a separate project). $1,500 per Day thereafter.

2. For failure to complete all the remaining Pneumatic Controller retrofits as required by Paragraph 60 in the Uinta Basin (as one project) and in the D-J Basin (as a separate project). For each project: $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter.

3. For failure to provide a final completion report for retrofitting Pneumatic Controllers in the Uinta Basin and the D-J Basin as required by Paragraph 62. For each project: $100 per Day for the first 30 Days of noncompliance, $250 per Day from the 31 st to 60 th Day of noncompliance, and $500 per Day thereafter. 4. For failure to replace high-bleed Pneumatic Controllers in the D-J Basin as required by Paragraph 61. $100 per Day for the first 30 Days of noncompliance, $250 per Day from the 31 st to 60 th Day of noncompliance, and $500 per Day thereafter. 5. For failure to install low or no-bleed Pneumatic Controllers at newly constructed facilities in the Uinta Basin or the D-J Basin as required by Paragraph 63. For each project: $100 per Day for the first 30 Days of noncompliance, $250 per Day from the 31 st to 60 th Day of noncompliance, and $500 per Day thereafter. 6. For failure to implement Appendix I and maintain records as required by Paragraphs 64 & 65. For each project: $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter.

-49-e. Sulfur Removal Tec hnology (Section IV.F.).

Violation Stipulated Penalty 1. For failure to install and operate liquid-bed sulfur removal technology in the Uinta Basin as required by Paragraph 66. For each unit: $1,000 per Day for the first 30 Days of noncompliance, $2,500 per Day from the 31 st to 60 th Day of noncompliance, and $5,000 per Day thereafter. 2. For failure to submit notification of each installation as required by Paragraph 67. For each unit: $100 per Day for the first 30 Days of noncompliance, $200 per Day from the 31 st to 60 th Day of noncompliance, and $500 per Day thereafter. 3. For failure to maintain records as required by Paragraph 68. For each unit: $100 per Day for the first 30 Days of noncompliance, $250 per Day from the 31 st to 60 th Day of noncompliance, and $500 per Day thereafter.

-50-f. Administrative Re quirements (Section V).

Violation Stipulated Penalty 1. For failure to submit a proposed O&M plan as required by Paragraph 69. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 2. For failure to timely implement the approved O&M plan as required by Paragraph 71. $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter. 3. For failure to submit a proposed permit amendment for a consolidated allowable VOC limit for the Fort Lupton Facility as required by Paragraph 72. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 4. For failure to apply to amend the Title V permit as required by Paragraph 73. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 5 For failure to comply with the interim emission limit established in Paragraph 73. $500 per Day for the first 30 Days, $1,000 per Day for the 31 st to 60 th Day, and $1,500 per Day thereafter

g. Ambient Air Monitoring (Section VII).

Violation Stipulated Penalty 1. For failure to fund the purchase of ambient air monitoring station(s) as required by Paragraph 80. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter.

-51-h. Multi-Phase Piping/Tankless Well-S ite Pilot Project (Section VIII).

Violation Stipulated Penalty 1. For failure to complete the Feasibility Study, submit a written Feasibility Study report, submit a proposed SOW for the implementation of the Multi-Phase Pilot, or provide an Added Incremental Cost report as required by Paragraphs 83, 84, & 85, per deliverable. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter.

2. For failure to submit a semi-annual progress report as required by Paragraph 87. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 3. For failure to implement and complete the Multi-Phase Pilot as required by Paragraphs 86 & 88. $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter. 4. For failure to submit a final report as required by Paragraph 89. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 5. For failure to maintain records as required by Paragraph 90. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter.

-52-i. Performance Optimizatio n Review (Section IX).

Violation Stipulated Penalty 1. For failure to complete the POR by the date specified in Paragraph 91 for either the Uinta Basin or the D-J Basin, as separate projects. For each project: $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter. 2. For failure to submit a POR report as required by Paragraph 94. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter.

j. SEPs (Section XI).

Violation Stipulated Penalty 1. For failure to transfer funds to the Uintah County Road Department by the date specified in Paragraph 100. For each project, $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter 2. For failure to transfer SEP Funds to the RAQC by the date specified by Paragraph 102. For each project, $500 per Day for the first 30 Days of noncompliance, $1,000 per Day from the 31 st to 60 th Day of noncompliance, and $1,500 per Day thereafter 3. For failure to submit a report as required by 104. $200 per Day for the first 30 Days of noncompliance, $500 per Day from the 31 st to 60 th Day of noncompliance, and $1,000 per Day thereafter. 4. For failure to spend at least the amounts set forth in Paragraphs 100 or 102. For each SEP, an amount equal to the difference between the amount of to tal eligible SEP costs expended and the amount set forth in Paragraphs 100 or 102.

116. Late Payment of Civil Penalty : If Kerr-McGee fails to pay the civil penalty required to be paid under Section X (Civil Penalty) of this Consent Decree to the United States

-53-or as applicable the State, when due, Kerr-McG ee shall pay a stipulated penalty of $1,000 per Day for each Day that the payment is late. 117. Stipulated penalties under this Secti on shall begin to accrue on the Day after performance is due or on the Day a violation occurs, whichever is applicab le, and shall continue to accrue until performance is satisfactorily comple ted or until the violation ceases. Stipulated penalties shall accrue simultaneously for separa te violations of this Consent Decree. 118. Kerr-McGee shall pay any stipulated penalty within 30 Days of receipt of written demand of the United States, or as applicable the State, and shall continue to make such payments every 30 Days thereafter until the viol ation(s) no longer continue, unless Kerr-McGee elects within 20 Days of receipt of written demand from the United States, or as applicable the State, to dispute the accrual of stipulated pena lties in accordance with the provisions in Section XV (Dispute Resolution) of this Consent Decree. 119. For violations that concern or relate to facilities in the Uinta Basin, Kerr-McGee shall pay the total amount of stipulated penalties to the United States. For violations that concern or relate to facilities in th e D-J Basin, Kerr-McGee shall pay 40 percent to the United States and 60 percent to the State. 120. Kerr-McGee shall pay stipulated penalties in accordance with the federal and state payment instructions set forth in Paragraphs 97 and 98. 121. The United States or the State may, in the unreviewable exercise of their respective discretion, reduce or waive stipulated pe nalties otherwise due su ch Plaintiff under this Consent Decree. The determination by one Plain tiff not to seek stipul ated penalties, or

-54-subsequently to waive or reduce the amount it seek s, shall not preclude th e other Plaintiff from seeking the full amount of stipulated penalties owing. 122. Stipulated penalties shall continue to accrue as provided in Paragraph 117 during any dispute, with interest on accrued stipulated penalties payable and calc ulated by the Secretary of Treasury, pursuant to 28 U.S.C. § 1961, but need not be paid until the following:

a. If the dispute is resolved by agr eement or by a decision of Plaintiffs pursuant to Section XV (Dispute Resolution) of this Consent Decree that is not appealed to the Court, Kerr-M cGee shall pay accrued stipulated penalties and accrued interest agreed ordetermined to be owing within 30 Days of the effective date of such ag reement or the receipt of Plaintiffs’ decision. b. If the dispute is appealed to the Court, and the Plaintiffs prevail in whole or in part, Kerr-McGee shall pay all accr ued stipulated penalties determined by the Court to be owing, together with accrued interest, within 60 Days of receiving the Court’s decision or order, except as provided in Subparagraph c., below.

c. If any Party appeals the Court’s decision, Kerr-McGee shall pay all accrued penalties determined by the appellate court to be owing, together with accrued interest, within 15 Days of receiving the final appellate court decision. 123. Kerr-McGee shall not deduct stipulated pe nalties paid under th is Section XIII in calculating its federal or state income tax.

-55-124. Subject to the provisions of Section XV II (Effect of Settlement/Reservation of Rights), the stipulated penalties provided for in this Consent Decree shall be in addition to any other rights, remedies, or sanctions available to the United States for Kerr-McGee’s violation of this Consent Decree or applicable law. Where a violation of this Consent Decree is also a violation of the Act or regulatory requirements of the Act, or th e Colorado Act or the regulatory requirements of the Colorado Act, Kerr-McGee sh all be allowed a dollar-for-dollar credit, for any stipulated penalties paid, against any st atutory penalties imposed for such violation. XIV. FORCE MAJEURE 125. If any event occurs which causes or may cause a delay or impediment to performance in complying with any provision of this Consent Decree ( e.g. would require operation in an unsafe manner), and which Ke rr-McGee believes qualifies as an event of Force Majeure , Kerr-McGee shall notify the Plaintiffs in writing as soon as practicable, but in any event within 45 Days of when Ke rr-McGee first knew of the event or should have known of the event by the exercise of reasonable diligence. In this notice Kerr-McGee shall specifically reference this paragraph of this Consent Decree and describe th e anticipated length of time the delay may persist, the cause or causes of the delay, the measures taken and/or to be taken by Kerr-McGee to prevent or minimize the delay and the schedule by which those measures will be implemented. Kerr-McGee shall adopt all reasonable measures to avoid or minimize such delays. 126. Failure by Kerr-McGee to substantially co mply with the notice requirements of Paragraph 125, as specified above, shall render this Section voidable by the Plaintiffs, as to the

-56-specific event for which Kerr-McGee has failed to comply with such notice requirement. If so voided, this Section shall be of no effect as to the particular event involved. 127. The Plaintiffs shall notify Kerr-McGee in writing regarding their agreement or disagreement with any claim of a Force Majeure event within 45 Days of receipt of each Force Majeure notice provided under Paragraph 125. 128. If the Plaintiffs agree that the delay or impediment to performance has been or will be caused by circumstances beyond the control of Kerr-McGee, including any entity controlled or contracted by it, and that Kerr-McGee could not ha ve prevented the delay by the exercise of reasonable diligence, the Parties sh all stipulate to an ex tension of the required deadline(s) for all requirement(s) affected by the delay by a period equivalent to the delay actually caused by such circumstances, or such othe r period as may be appropr iate in light of the circumstances. Such stipulation may be file d as a modification to this Consent Decree by agreement of the Parties pursuant to the modifi cation procedures established in this Consent Decree. Kerr-McGee shall not be liable for stipulat ed penalties for the period of any such delay. 129. If the Plaintiffs do not agree that the delay or impediment to performance has been or will be caused by circumstances beyond the control of Kerr-McGee, including any entity controlled or contracted by it, the position of the Plaintiffs on the Force Majeure claim shall become final and binding upon Kerr-McGee, and Kerr-McGee shall pay applicable stipulated penalties, unless Kerr-McGee submits the matter to this Court for resolution by filing a petition for determination with this Court within 20 busin ess Days after receiving the written notification of the Plaintiffs as set forth in Paragraph 127. In the event that the Unit ed States and the State disagree, the position of the United States shall be come the Plaintiffs’ final position with regard

-57-to Kerr-McGee’s Force Majeure claim. Once Kerr-McGee has submitted such matter to this Court, the Plaintiffs shall have 20 business Days to file a response to the petition. If KerrMcGee submits the matter to this Court for resolu tion and the Court determines that the delay or impediment to performance has been or will be caused by circumstances beyond the control of Kerr-McGee, including any entity controlled or c ontracted by Kerr-McGee, and that it could not have prevented the delay by the exercise of re asonable diligence, Kerr-McGee shall be excused as to such event(s) and delay (i ncluding stipulated penalties) fo r all requirements affected by the delay for a period of time equivalent to the de lay caused by such circumstances or such other period as may be determined by the Court. 130. Kerr-McGee shall bear the burden of proving that any delay of any requirement(s) of this Consent Decree was (were) caused by or will be caused by circumstances beyond its control, including any entity controlled or contra cted by Kerr-McGee, and that it could not have prevented the delay by the exercise of reasonabl e diligence. Kerr-McGee shall also bear the burden of proving the duration and extent of any dela y(s) attributable to such circumstances. An extension of one compliance date based on a pa rticular event may, but does not necessarily, result in an extension of a subsequent compliance date or dates. Unanticipated or increased costs or expenses associated with the performance of obligations under this C onsent Decree shall not constitute circumstances beyond th e control of Ke rr-McGee. 131. As part of the resolution of any matter submitted to this Court under this Section, the Parties by agreement, or this Court by orde r, may in appropriate circumstances extend or modify the schedule for completion of work under this Consent Decree to account for the delay in the work that occurred as a result of any de lay or impediment to performance on which an

-58-agreement by the Plaintiffs or approval by this Court is based. Kerr-McGee shall be liable for stipulated penalties for its failure thereafter to complete the work in accordance with the extended or modified schedule, except to the ex tent that such schedul e is further modified, extended or otherwise affected by a subsequentForce Majeure event unde r this Section XIV. XV. DISPUTE RESOLUTION 132. Unless otherwise expressly provided for in this Consent Decree, the dispute resolution procedures of this Sec tion shall be the exclusive mechan ism to resolve disputes arising under or with respect to this Consent Decree. Fo r any dispute that concerns D-J Basin Facilities, the provisions of this Section appl y equally to both the United States and the State, as Plaintiffs. 133. Informal Dispute Resolution : Any dispute subject to Dispute Resolution under this Consent Decree shall first be the subject of informal negotiations. The dispute shall be considered to have arisen when Kerr-McGee sends the Plaintiff(s) a written Notice of Dispute. Such Notice of Dispute shall state clearly the matter in dispute. The period of informal negotiations shall not exceed 20 Days from the date the dispute arises, unless that period is modified by written agreement. If the Parties cannot resolve a dispute by informal negotiations, then the position advanced by the Plaintiff(s) sh all be considered binding unless, within 20 Days after the conclusion of the informal negotia tion period, Kerr-McGee invokes formal dispute resolution procedures as set forth below. In th e event that the United States and the State are unable to reach agreement with regard to Kerr-Mc Gee’s claim, the position of the United States shall be the Plaintiffs’ final position. 134. Formal Dispute Resolution : Kerr-McGee may only invoke formal dispute resolution procedures, within the time period provided in the preceding Paragraph, by serving on

-59-the Plaintiff(s) a written Statemen t of Position regarding the matter in dispute. The Statement of Position shall include, but may not necessarily be limited to, a ny factual data, analysis, or opinion supporting Kerr-McGee’s position a nd any supporting documentation relied upon by Kerr-McGee. 135. The Plaintiff(s) shall serve its (their) Statement of Position within 30 Days of receipt of Kerr-McGee’s Statement of Position. The Plaintiff(s)’ Statement of Position shall include, but may not necessarily be limited to, any factual data , analysis, or opinion supporting that position and any supporting documentation relied upon by the Pl aintiff(s). The Plaintiff(s)’ Statement of Position shall be binding on Kerr-McGee, unless Kerr-McGee files a motion for judicial review of the dispute in accordance with Paragraph 136. In the event that the United States and the State are unable to reach agr eement with regard to Kerr-McGee’s claim, the position of the United States shall be the Plaintiffs’ final position. 136. Kerr-McGee may seek judicial review of the dispute by filing with the Court and serving on the Plaintiff(s), in accordance with Se ction XIV of this Cons ent Decree (Notices), a motion requesting judicial resolution of the dispute. The motion must be filed within 30 Days of receipt of the Plaintiff(s)’ Statement of Pos ition pursuant to the preceding Paragraph. The motion shall contain a written statement of Ke rr-McGee’s position on th e matter in dispute, including any supporting factual da ta, analysis, opinion, or docume ntation, and shall set forth the relief requested and any schedule within whic h the dispute must be resolved for orderly implementation of the Consent Decree.

-60-137. The Plaintiff(s) shall respond to Kerr-McGee’s motion within the time period allowed by the Local Rules of the Court. Ke rr-McGee may file a reply memorandum, to the extent permitted by the Local Rules and allowed by the Court. 138. Except as otherwise provided in this Consent Decree, in any dispute brought under Paragraph 133, Kerr-McGee shall bear the burden of demonstrating that its position complies with this Consent Decree. 139. The invocation of dispute resolution pro cedures under this S ection shall not, by itself, extend, postpone, or affect in any way any obligation of Kerr-McGee under this Consent Decree, unless and until final reso lution of the dispute so provides . Stipulated penalties with respect to the disputed matter shall continue to accrue from the first Day of alleged noncompliance, but payment shall be stayed pend ing resolution of the di spute as provided in Paragraph 122. If Kerr-McGee does not prevail on the disputed issu e, stipulated penalties shall be assessed and paid as provided in Section XIII (Stipul ated Penalties). XVI. INFORMATION COLLEC TION AND RETENTION 140. The United States, and its representatives, including attorneys, contractors, and consultants, shall have the right of entry into any fac ility covered by this C onsent Decree, and the State, and its representatives, including attorneys, contractors, and consultants, shall have the right of entry into any facility in the D-J Basin subject to a ny requirement of this Consent Decree, at all reasonable times, upon presentation of credentials, for the purpose of monitoring compliance with any provision of th is Consent Decree, including to:

a. monitor the progress of activities required unde r this Consent Decree; b. inspect equipment and facilities co vered by this Consent Decree; and

-61-c. inspect and copy documents, record s, or other information to be maintained in accordance with the terms of this Consent Decree. 141. Kerr-McGee shall be entitled to: (1) splits of samples, where feasible, and (2) copies of any sampling and analytical results , documentary evidence and data obtained by the United States or the State pursuant to Paragraph 140 of this Consent Decree. 142. Until five years after the termination of this Consent Decree, Kerr-McGee shall retain, and shall instruct its cont ractors and agents to preserve, all non-identical copies of all documents, records, or other information (including documents, records, or other information in electronic form) in its or its contra ctors’ or agents’ possession or cont rol, or that come into its or its contractors’ or agents’ posse ssion or control, and that relate in any manner to Kerr-McGee’s performance of its obligations under this Consent Decree. Such documents, records, or other information may be kept in electronic form. Th is information-retention requirement shall apply regardless of any contrary corpor ate or institutional policies or pr ocedures. At any time during this information-retention period, upon request by the United States or the State, Kerr-McGee shall provide copies of any non-privileged documen ts, records, or other information required to be maintained under this Paragraph. 143. At the conclusion of the information-re tention period provided in the preceding Paragraph, Kerr-McGee shall notify the United States and the State at least 90 Days prior to the destruction of any documents, records, or other information subject to the requirements of the preceding Paragraph and, upon request by the Unite d States or the Stat e, Kerr-McGee shall deliver the requested non-privileged documents, records, or other information to EPA or CDPHE.

-62-144. Kerr-McGee may assert that certain documents, records, or other information is privileged under the attorney-client privilege or any other privilege recogn ized by federal and/or state law. If Kerr-McGee asserts such a privilege , it shall provide the following: (1) the title of the document, record, or information; (2) the date of the document, record, or information; (3) the name and title of each author of the document, record, or information; (4) the name and title of each addressee and recipient; (5) a descripti on of the subject of the document, record, or information; and (6) the privilege asserted by Kerr-McGee. However, no final documents, records or other information that Kerr-McGee is explicitly required to create or generate to satisfy a specific requirement of this Consen t Decree shall be withhe ld on the grounds of privilege. 145. Kerr-McGee may also assert that informa tion required to be provided under this Section is protected as Confid ential Business Information (“CBI”) under 40 C.F.R. Part 2 and/or C.R.S. § 25-7-111(4). As to any information that Kerr-McGee seeks to protect as CBI, KerrMcGee shall follow the procedures set forth in 40 C.F.R. Part 2 and/or C.R.S. § 25-7-111(4). 146. This Consent Decree in no way limits or a ffects any right of entry and inspection, or any right to obtain information, held by the Unite d States or the State pursuant to applicable federal or state laws, regulations , or permits, nor does it limit or a ffect any duty or obligation of Kerr-McGee to maintain documents, records, or other information imposed by applicable federal or state laws, regulations, or permits.

-63-XVII. EFFECT OF SETTLEMENT/R ESERVATION OF RIGHTS 147. This Consent Decree resolves all civil cl aims of the United States and the State for violations alleged in the Complaint and Comp laint in Intervention th rough the date of lodging of this Consent Decree. 148. This Consent Decree further resolves the civil and administrative claims, if any, of the United States and the Stat e for civil penalties and injunc tive relief, through the date of lodging of this Consent Decree, under the PSD requirements of Part C of the Act, and the regulations promulgated thereund er at 40 C.F.R. § 52.21 (the “ PSD Rules”), and Section 25-7

- 101 et seq. of the Colorado Act, and the regulations promulgated thereunder for:

a. any increase in emissions resulting from the construction by Kerr

McGee’s corporate predece ssor of the Dougan and Frederick facilities; b. the disabling of the VRU at th e Brighton facility by a Kerr-McGee predecessor and the subsequent failure to operate the VRU;

c. claims that relate to any allegatio ns of engine modifications to RICE located at D-J Basin Facilities, any horsepower discrepancies used to describe RICE in any applicable pe rmit for D-J Basin Facilities, and any failure or error in horsepower doc umentation to specify appropriate horsepower and related operational para meters for RICE located at D-J Basin Facilities. 149. This Consent Decree resolves the civil cl aims of the United States and the State for violations disclosed under Paragraph 95, except for non-compliance that would trigger PSD/NSR.

-64-150. The United States and the State reserve a ll legal and equitable remedies available to enforce the provisions of this Consent Decree , except as expressly stated in Paragraphs 147

- 149. This Consent Decree shall not be construed to limit the rights of the United States or the State to obtain penalties or inju nctive relief under the Act or Co lorado Act or their implementing regulations, or under other federal or state laws , regulations, or permit conditions, except as expressly provided in Section VI (Limits on Po tential to Emit), and Paragraphs 147 - 149. 151. This Consent Decree is not a permit, or a modification of any permit, under any federal, State, or local laws or regulations. Nothing in this Consent Decree shall relieve KerrMcGee of its obligation to achie ve and maintain full compliance with all applicable federal, State, and local laws, regulations, and permits . Kerr-McGee’s compliance with this Consent Decree shall be no defense to any action commenced pursuant to any such laws, regulations, or permits, except as otherwise provided in Paragr aphs 147-149. The United States and the State do not, by their consent to the entry of this Cons ent Decree, warrant or aver in any manner that Kerr-McGee’s compliance with any aspect of this Consent Decree will resu lt in compliance with other provisions of the Act, th e Colorado Act, or their implem enting regulations or with any other provisions of federal, State, or local laws, regulations, or permits. 152. This Consent Decree does not limit or affect the rights of Kerr-McGee or of the United States or the State against any third partie s, not party to this Consent Decree, nor does it limit the rights of third parties, not party to this Consent Decr ee, against Kerr-McGee, except as provided herein and as otherwise provided by law. 153. This Consent Decree shall not be construed to create rights in, or grant any cause of action to, any third party not a party to this Consent Decree.

-65-XVIII. EMISSION REDUCTION CREDIT GENERATION 154. Kerr-McGee shall not generate or use any NOx, CO, VOC or SO 2 emission reductions that result from any projects conducted pursuant to this Consent Decree as credits or offsets in any PSD, major non-attainment and/or minor New Source Review ("NSR") permit or permit proceeding. The foregoing notwithstanding, Kerr-McGee may conduct projects pursuant to this Consent Decree that create more emission reductions of NOx, CO, VOCs or SO 2 than are required for these pollutants by th e underlying applicable requirement(s). In such instances, Kerr-McGee may retain a portion of the achieved emissions reductions for use as credits or offsets. All other emission s ources of NOx, CO, VOCs or SO 2 , and any netting associated with other pollutants, are outside the scope of these netting limitati ons and are subject to PSD/NSR applicability as implemented by the appropriate permitting authority or EPA. Use of emission reductions in netting and as offsets in any PSD , major non-attainment and/or minor NSR permit or permit proceeding pursuant to the limitations he rein shall be further li mited by the applicable regulations, and by the PSD, major non-attainment , and/or minor NSR permit(s) in question, as applicable. XIX. COSTS 155. The Parties shall bear thei r own costs of this action, including attorneys’ fees, except that the United States and the State sha ll be entitled to collect the costs (including attorneys’ fees) incurred in any action necessary to collect any por tion of the civil penalty or any stipulated penalties if due.

-66-XX. NOTICES 156. Unless otherwise specified herein, when ever notifications, submissions, or communications are required by th is Consent Decree, they shall be made in writing and mailed or hand delivered addressed as follows: As to the United States: Chief, Environmental Enforcement Section Environment and Natura l Resources Division U.S. Department of Justice P.O. Box 7611, Ben Franklin Station Washington, D.C. 20044-7611 Re: DOJ No. 90-5-2-1-08656 and Director, Air Enforcement Division Office of Enforcement and Compliance Assurance U.S. Environmental Protection Agency Ariel Rios Building [2242A] 1200 Pennsylvania Avenue, N.W. Washington, D.C. 20460

and Assistant Regional Administrator Office of Enforcement, Compliance, and Environmental Justice U.S. Environmental Protection Agency, Region 8 1595 Wynkoop Street Denver, CO 80202-1129

-67-As to the State of Colorado:

Director Air Pollution Control Division Colorado Department of Public Health and Environment 4300 Cherry Creek Drive South Denver, CO 80246-1530

As to Kerr-McGee: Vice President Kerr-McGee Corporation 1099 18 th Street Denver, CO 80202 and Director, Environmental, Health and Safety, Rocky Mountain Region Kerr-McGee Corporation 1099 18 th Street Denver, CO 80202

157. Any Party may, by written notice to the othe r Parties, change its designated notice recipient or notice a ddress provided above. 158. Notices submitted by mail pursuant to this Section XX shall be deemed submitted upon mailing, unless otherwise provided in this C onsent Decree or by mutual agreement of the Parties in writing. XXI. SALES OR TRANSFERS OF OWNERSHIP/OPERATOR INTERESTS

159. If Kerr-McGee proposes to sell or transfer all or part of its ownership or its responsibility as operator of any of the Uinta Basin Facilities, D-J Basin Facilities, or any other facilities that are subject to any requirement of this Consent Decree, except for individual wells

-68-or groups of wells and associated wellhead facili ties, to any entity unrelated to the Defendant (“Third Party”), Kerr-McGee shall advise the Th ird Party in writing of the existence of this Consent Decree prior to such sale or transfer and shall send a copy of such written notification to the Plaintiffs pursuant to Section XX (Notices) of this Consent Decree at least 60 Days before such proposed sale or transfer. 160. No sale or transfer of ownership to a Th ird Party shall take place before the Third Party consents in writing, by a stipulation to be f iled with the Court, to: (a) accept all of the obligations, terms and conditions of this Consent Decree applicable to Ui nta Basin Facilities or D-J Basin Facilities, or any other facilities, exclusive of wellhead facilities, that are subject to any requirement of this Consent Decree; (b) the jurisdiction of th e Court to enforce the terms of this Consent Decree as to such party; and (c ) become a party to this Consent Decree. Notwithstanding such a sale or transfer to a Third Party, Kerr-McGee shall remain jointly and severally liable with the Third Party unless th e Consent Decree is modified or Kerr-McGee’s joint and several liability is restrict ed in accordance with Paragraph 161. 161. If the United States, and as applicable th e State, agrees, the Parties and the Third Party may execute a modification to this Consent Decree that relieves Ker r-McGee of its liability under this Consent Decree for, and makes the Third Party liable for, all obligations and liabilities applicable to the purchased or transferred facilities or operato r responsibility. Notwithstanding the foregoing, Kerr-McGee may not assign, and may not be released from, obligations under this Consent Decree to pay the civil penalty in accordance with Sec tion X (Civil Penalty), undertake the Supplemental Environmental Projects in accordance with Section XI (Supplemental Environmental Projects), pay stipulated penaltie s with respect to actions occurring prior to the

-69-date of transfer of ownership or operator responsibility in accorda nce with Section XIII (Stipulated Penalties), or maintain documents or provide reports with resp ect to those obligations in accordance with Sections XII (Reporting Re quirements) and XVI (Information Collection and Retention). Kerr-McGee may propose, and the Unite d States and as applicable the State, may agree to restrict the scope of the joint and severa l liability of any purchas er or transferee for any obligations of this Consent Decree that are not specific to the tr ansferred or purchased facilities or operator responsibility, to the extent such obligations may be adequately separated in an enforceable manner. XXII. EFFECTIVE DATE 162. Unless otherwise specifically provided herei n, the Effective Date of this Consent Decree shall be the date upon which this Consent Decree is entered by the Court. XXIII. RETENTION OF JURISDICTION 163. The Court shall retain jurisdiction over th is case until termination of this Consent Decree, for the purpose of resolving disputes arising under this Decree pursuant to Section XV (Dispute Resolution) or entering, partially termin ating or terminating orders modifying this Decree, pursuant to Sections XXI (Sales or Tr ansfers of Ownership/Operator Interests) XXIV (Modification) and XXV (Termination), or otherw ise effectuating, or enforcing compliance with, the terms of this Consent Decree. XXIV. MODIFICATION 164. The terms of this Consent Decree, in cluding any attached appendices, may be modified only by a subsequent written agreement si gned by all the Parties. With respect to any modification that constitutes a material change to this Decree, such writ ten agreement shall be

-70-filed with the Court and eff ective only upon the Court’s approva l. Any modification of a reporting requirement of this C onsent Decree shall be deemed a non-material modification. Any disputes concerning modification of this Decr ee shall be resolved pursuant to Section XV (Dispute Resolution) of this Consent Decree. XXV. TERMINATION 165. This Consent Decree shall remain in effect until terminated or partially terminated in accordance with the provisions of this Section. 166. Kerr-McGee shall serve upon the United St ates and the State a Request for Termination after January 1, 2017. The Request fo r Termination shall certify that Kerr-McGee has paid the civil penalty and all stipulated pena lties, if any, that have accrued, and has fulfilled all other obligations of this Consent Decree. 167. Where a control requirement, recordkeep ing requirement, reporting requirement or other requirement of this Consent Decree is in corporated into a federally enforceable permit, Kerr-McGee may serve upon the United States and the State a Request for Partial Termination. Upon approval of such request by the Plaintiffs, th e filing of a joint stipul ation by the Parties and the Court’s approval in accordance with Para graph 168, the Consent Decree provision in question shall be superseded by the correspond ing permit provision, which shall govern as the applicable requirement. 168. Following receipt by the United States and the State of Kerr-McGee’s Request for Termination or Partial Termination, the Parties shall confer informally concerning the Request for Termination or Partial Termination and any disagreement that the Parties may have as to whether Kerr-McGee has satisfactor ily complied with the requirements for termination of this

-71-Consent Decree. If the United States and the Stat e agree that the Decree may be terminated or partially terminated, the Parties shall submit, for the Court’s approval, a joint stipulation terminating or partially terminating the Decree. 169. If the United States or the State does not agree that the Decree may be terminated, Kerr-McGee may immediately appeal the disposition of its Request for Termination to the Court. XXVI. PUBLIC PARTICIPATION 170. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. § 50.7. The United States and the State reserve the right to withdraw or withhold their re spective consent if the comments regarding the Consent Decree disclose facts or c onsiderations indicating that the Consent Decree is inappropriate, improper, or inadequate. Ker r-McGee consents to entry of this Consent Decree without further notice and agrees not to withdraw from or oppose entry of this Consent Decree by the Court or to challenge any provision of th e Consent Decree, unless th e United States or the State has notified Kerr-McGee in writing that it no longer supports entry of the Consent Decree. XXVII. SIGNATORIES/SERVICE 171. Each undersigned representative of Kerr-McGee, the Director, Air Pollution Control Division, CDPHE, and the Assistant Atto rney General for the Environment and Natural Resources Division of DOJ certifies that he or she is fully authorized to enter into this Consent Decree and to execute and legally bind the Party he or she represents to the terms and conditions of this document. 172. Kerr-McGee represents that it has authority to legally obligate any of its corporate subsidiaries or affiliates that own or operate any of the Uinta Basin Facilities, the D-J Basin

-72-Facilities, or any other natural gas production or gathering facilities s ubject to any work or compliance requirements of this Consent Decree, including but not limited to Kerr-McGee Oil and Gas Onshore LP, Westport Field Services LLC, Kerr-McGee (Nevada) LLC, and KerrMcGee Gathering LLC, to take all actions necessa ry to comply with the provisions of this Consent Decree. 173. This Consent Decree may be signed in count erparts, and its validity shall not be challenged on that basis. Kerr-McGee agrees to accept service of process by mail pursuant to the provisions of Section XX (Notices) with respect to all matters arising under or relating to this Consent Decree and to waive the formal service requirements set forth in Rules 4 and 5 of the Federal Rules of Civil Procedure and any applicab le Local Rules of this Court including, but not limited to, service of a summons. XXVIII. INTEGRATION 174. This Consent Decree constitutes the final, complete, and exclusive agreement and understanding among the Parties with respect to the settlement of matte rs addressed in the Decree, and supersedes all pr ior agreements and understandi ngs, whether oral or written, concerning such matters. Other than the appe ndices listed in Secti on XXX (Appendices), which are attached to and incorporated in this Decree , and deliverables that are subsequently submitted and approved pursuant to this Decree, no ot her document, representation, inducement, agreement, understanding, or prom ise constitutes any part of th is Decree or th e settlement it memorializes, nor shall evidence of any such doc ument, representation, inducement, agreement, understanding or promise be used in construing the terms of this Decree.

-73-XXIX. FINAL JUDGMENT 175. Upon approval and entry of this Consen t Decree by the Court, this Consent Decree shall constitute a final judgment of the C ourt as to the United Stat es, the State, and KerrMcGee. XXX. APPENDICES 176. The following appendices are attached to and incorporated into this Consent Decree: “Appendix A” lists the D-J Basin Facilities. “Appendix B” lists the Ui nta Basin Facilities. “Appendix C” is the Description of Low-Emission Dehydrators. “Appendix D” is the Protocol for RICE Co mpliance Demonstration in the D-J Basin. “Appendix E” lists the Existing >500 hp RICE at Minor Sources in the Uinta Basin to be Controlled with Oxidation Catalysts. “Appendix F” is the Protocol for RICE Comp liance Demonstration in the Uinta Basin. “Appendix G” lists the High-Bl eed Pneumatic Controllers in the Uinta Basin to be Retrofitted with Low-Bleed Pneumatic Controllers. “Appendix H” lists the High-Bleed Pneumatic Controllers in the D-J Basin to be Retrofitted with Low-Bleed Pneumatic Controllers. “Appendix I” is the Kerr-McGee Manage ment Directive Regarding Low-Bleed Pneumatic Controllers in New Construction. “Appendix J” is the Emission Calculation Methodology for the Fort Lupton facility. “Appendix K” is the Scope of Work for th e Feasibility Study of the Multi-Phase Piping/Tankless Well-Site Pilot Project. “Appendix L” is the Scope of Work for the Pe rformance Optimization Review Project. “Appendix M” is the Scope of Wo rk for the Road Dust SEP.

-74-“Appendix N” is the Scope of Work for the Accelerated Vehicle Retirement State SEP. Dated and entered this _____Day of _____________, 2007

_______________________________________ UNITED STATES DISTRICT JUDGE District of Colorado

-75-FOR PLAINTIFF, UNITED STATES OF AMERICA

s/ Matthew J. McKeown Date 5/15/07 MATTHEW J. McKEOWN Acting Assistant Attorney General Environment & Natural Resources Division 950 Pennsylvania Avenue, N.W. Room 2143 Washington, D.C. 20530

s/ Jerel L. Ellington Date 5/17/07 JEREL (“JERRY”) L. ELLINGTON DIANNE S. SHAWLEY Senior Counsel Environmental Enforcement Section Environment and Natura l Resources Division U.S. Department of Justice 1961 Stout Street – 8 th Floor Denver, CO 80294 Telephone (303) 844-1363 Fax (303) 844-1350 s/ Troy A. Eid Date 5/17/07 TROY A. EID United States Attorney for the District of Colorado U.S. Attorney’s Office 1225 17 th Street #700 Denver, Colorado 80202 Telephone (303) 454-0100 Fax (303) 454-0400

-76-FOR U.S. ENVIRONMENTAL PROTECTION AGENCY

s/ Granta Y. Nakayama Date May 16, 2007 GRANTA Y. NAKAYAMA Assistant Administrator Office of Enforcement and Compliance

Assurance U.S. Environmental Protection Agency Ariel Rios Building 1200 Pennsylvania Avenue, N.W. Washington, D.C. 20460

-77-FOR PLAINTIFF-INTERVENOR, THE STATE OF COLORADO

s/ Paul Tourangeau Date 5/10/07 PAUL TOURANGEAU Director, Air Pollution Control Division Colorado Department of Pub lic Health & Environment 4300 Cherry Creek Drive South Denver, Colorado 80246-1530 Telephone: (303)-692-3114 Fax: (303) 782-5493

s/ Stephen M. Brown Date 5/16/07 STEPHEN M. BROWN Assistant Attorney General Natural Resources and Environmental Section Colorado Department of Law 1525 Sherman Street, 7 th Floor Denver, Colorado 80203 Telephone: (303) 866-4434 Fax: (303) 866-3558

-78-FOR DEFENDANT, KERR-McGEE CORPORATION

s/ James J. Kleckner Date 5-8-07 JAMES J. KLECKNER Vice President Kerr-McGee Corporation 1099 18 th Street Denver, Colorado 80202 Telephone: (303) 575-0167 Fax: (303) 607-3462

-79-