TECHNICAL RESPONSE FORM

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1 TECHNICAL RESPONSE FORM DATE: 10/31/2008 CD NUMBER: APPLICANT: CHESAPEAKE OPERATING. INC. RELIEF SOUGHT : SPACIN G LOCATION: 31-12N-7W-CANADIA N INDUSTRY REP. OR ATTORNEY : OPTIONAL PROCEDUR E COMMENTS : STAFF HAS NO OBJECTIONS TO THIS APPLICATION GIVEN TH E DATA SUBMITTED. ASSIGNED STAFF MEMBER : BOB MCCOY

2 APPLICAN T RELIEF SOUGHT : BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA CHESAPEAKE OPERATING, INC. AND CHESAPEAKE EXPLORATION, L. L. C. ESTABLISH A 640-ACRE DRILLING AND SPACING UNI T LEGAL DESCRIPTION : SECTION 31, TOWNSHIP 12 NORTH, RANGE 7 WEST, CANADIAN COUNTY, OKLAHOMA APPLICATION I L E OCT o s 2008 )COURT CLERK'S OFFICE - OKC CORPORATION COMMISSION OF OKLAHOMA ) CAUSE CD NO. )200 R07217 COMES NOW the Applicant and shows the Honorable Corporation Commission as follows : 1. Pa rt ies : Applicant is Chesapeake Operating, Inc. and Chesapeake Exp loration, L. L.C., PO Box 18496, Oklahoma City, OK The Respondents to this App lication are shown on the Exhib it "A" attached hereto. 2. Allegation of Facts : a. Applicant alleges that the lands in the caption hereof overlie the actual or prospective common source of supply named below. The Applicant owns oil and gas interests in the area covered by this Application which entitles Applicant to drill for and produce oil and gas from the lands covered by the Application. The protection of correlative rights and the prevention of waste require that proper drilling and spacing units and well locations be created for : ) COMMON SOURCE OF SUPPLY Woodford CLASSIFICATION Gas DEPTH b. A 640-acre drilling and spacing unit should be created for the Woodford common source of supply underlying Section 31, Township 12 North, Range 7 West, Canadian County, Oklahoma, as set out below. c. By Order No , dated January 9, 1984, this Commission established a 640 -acre drilling and spacing unitforthe Woodford common source of supply underlying Section 6, Township 11 North, Range 7 West, Canadian County, Oklahoma, and Order No should be extended to include within its purview the Woodford common source of supply underlying Section 31, Township 12 No rth, Range 7 West, Canadian County, Oklahoma. d. The permitted well for the drilling and spacing unit requested herein is necessa ry to effectively and efficiently drain the portion of the common source of supply (reservoir) covered by said drilling and spacing unit, there being no existing well within said drilling and spacing unit which can effectively and efficiently drain the portion of the common source of supply (reservoir) covered by said drilling and spacing unit. 3. Legal Authority : Title 52, Section 87. 1, O. S. 4. Relief Sought : Applicant requests that the Commission enter an Order granting the following relief : extending Order No to include within its purview the Woodford common source of supply underlying Section 31, Township 12 North, Range 7 West, Canadian County, Oklahoma,

3 with the unit to cons ist of a governmental section, and the permitted well for the unit to be located not less than 1, 320 feet from the bounda ry thereof. 5. Applicant further requests that the Order to be entered in this cause be made effective on a date prior to the date of the Order. WHEREFORE, Applicant prays that after notice and hearing as required by law, the dri l ling and spacing un it as requested by Applicant, with the appropriate well locations and exceptions thereto, be ordered. Respectfully submitted, Richard K. B3M1Z"s; OBA #95 ELIAS, BOOKS, BRO NELSON Two Leadership Square 211 North Robinson ; Ste Oklahoma City, Oklahoma (405) ATTORNEY FOR APPLICANT CHESAPEAKE OPERATING, INC. AND CHESAPEAKE EXPLORATION, L.L.C. -2-

4 Exhibit Cause No. All 31, 12N- 7W & Adjoining, Canadian Count y 25, 12N -8W 30, 12N-7W 29, 12N -7W 1,2,3, 4,5, 1,2,3, 4,5,6, 2,3, 4,5,6, 8, 6,7,18,32 8,19,23,31 19,21,22,23,2 8 36, 12N -8W 31, 12N-7W 32, 12N -7 W 2,3,4,5,6,9, 1,2,3,4,5,6,9, 2,3,4,5,6,9, 11,13,29,33 11,19,20,23,31 21,22,24,2 6 1, 11 N-8W 6, 1 in-7w 5, 11N - 7W 2,3,4,5,6,9,11, 1,9,10,12,13,15, 2,3,4,5,6,9,13, 12,13,14,16, 16,17,19,22,33 20,21,25,27,3 0 17,3 3 ~w Source Common Sou rce of No. Supply Sim son H a ~borne / Os ego Hu ton /' ` // Vi l a Mississippi M iss i ssi p pia n M is issippia n Oswego Hunton Skinner Osborne iola P e Cul p Hedlund Melton Medrano Acre Product S/ L 640 GG C 640! Ga s 640 ( Ga s 640 GG C 640 Gas Order No. Lands Affected All 30,31, 12N-7W All 25, 12N-8 W All 6 11N-7W All 1, 11N-SW Corrected By All 5, 11N-7 W All 1, 11N-8 W A N-8 W All 29, 12N-7W A N-7W All 31, 12N-7W All 6, 11N-7W All 5, 11N-7W All 1, 11N-8W All 32, 12N-7W A N-8W All 6, 11N-7 W All 31, 12 N-7W A ll 1, 11N - 8W All 36, 1 2 N-8W All 6, 1 1N-7 W Al l 1, 1 1N-8W All 6, 11N-7W All 5, 11N-7W All 1, 11N-8W All N-SW

5 Page 2 of 2 A1131, 12N-7W & Adjoining, Canadian Co., OK Pink Lime All 1, 11N-8 W Pink Lime All 6, 11N-7 W Pru e Marchand All 6, 11N-7 W Verdigris All1 i1n- 8 W Woodford All 6, 11N-7 W All 1 11N-S W Woodford A N-8W Arb kle 640 Gas All 30,31, 12N-7 W All 6, 11N-7 W A N-7 W ~ At a All 31, izrv- 7w AilS 11 N-7W Sim son All 5, 11 N-7W A N-7 W Atoka All 6, 11N-7 W A N-7 W 2} o ar 640 Gas As All 31, 12N-7 W / As All 30, 12N-7 W Corrected By A s Hoxbar A N-7 W Cottage Grove All 5, 11N-7 W Gibson 640 Gas A N-7 W Tonkawa 640 Gas AllS 11N-7 W Verdigris 640 Gas A N-7 W Tonkawa All 36, 12N-8 W Cottage Grove Permian 640 Gas All 5, 11N-7 W Wabaunsee awnee Cis 640 Gas As All 31, 12N-7 W As All 30, 12N-7 W Corrected By As Hoxbar 640 Gas All 2 5, 12N-8 W 33. AR-1029 Skinner (Hart) & Osborne Tight All 6, 1 1N-7 W Formation Designation All 1, 11N-8 W All 36, 12N-8W Prepared by Oil-Law Records Corp, 10/6/2008

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