Case KJC Doc 804 Filed 12/21/16 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : : : : : : : Chapter 11

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1 Case KJC Doc 804 Filed 12/21/16 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re RYCKMAN CREEK RESOURCES, LLC, et al., Debtors. 1 Chapter 11 Case No (KJC) Jointly Administered x ANADARKO ENERGY SERVICES COMPANY, v. Plaintiff, RYCKMAN CREEK RESOURCES, LLC, Defendant x Adv. Proc. No (KJC) DECLARATION OF ROBERT D. ALBERGOTTI, VICE PRESIDENT OF RESTRUCTURING OF THE DEBTORS, IN SUPPORT OF DEBTORS MOTION FOR ORDER UNDER BANKRUPTCY CODE SECTION 105 AND BANKRUPTCY RULE 9019 APPROVING THE SETTLEMENT BETWEEN RYCKMAN CREEK RESOURCES, LLC AND ANADARKO ENERGY SERVICES COMPANY I, Robert D. Albergotti, hereby declare under penalty of perjury that the following is true to the best of my knowledge, information, and belief 1. I am the Vice President of Restructuring of Ryckman Creek Resources, LLC ( Ryckman ) and certain of its affiliates, the debtors and debtors in possession in the above- 1 The Debtors and, where applicable, the last four digits of their respective taxpayer identification numbers, are as follows Ryckman Creek Resources, LLC (4180), Ryckman Creek Resources Holding Company LLC, Peregrine Rocky Mountains LLC, and Peregrine Midstream Partners LLC (3363). The address of the Debtors corporate headquarters is 3 Riverway, Suite 1100, Houston, TX

2 Case KJC Doc 804 Filed 12/21/16 Page 2 of 6 captioned cases (collectively, the Debtors ). I submit this declaration (this Declaration ) in support of the Debtors Motion for Order Under Bankruptcy Code Section 105 and Bankruptcy Rule 9019 Approving the Settlement Between Ryckman Creek Resources, LLC and Anadarko Energy Services Company (the Anadarko Settlement Motion ), filed concurrently herewith, pursuant to which the Debtors seek authority to enter a settlement (the Settlement ) between the Debtors and Anadarko Background of Declarant. I am a director at AP Services LLC ( APS ) where I have worked with senior management teams, attorneys, creditors, and employees at all levels to identify process improvements, spot business trends, and take advantage of financial opportunities as a consultant and business unit controller. I have assisted a number of companies with complex restructurings, predominately focused on the energy, shipping, and chemicals sectors. 3. APS has been acting as financial advisor for the Debtors since August Prior to the Petition Date, I was appointed as Vice President of Restructuring for the Debtors. As a result of my history with the Debtors, my review of relevant documents, and my discussions with other members of the Debtors management teams, I am familiar with the Debtors day-today operations, business affairs, and books and records. Except as otherwise noted, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto. Except as otherwise stated, all facts set forth in this Declaration are based on my personal knowledge, my discussions with other members of the Debtors senior 2 Capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them in the Anadarko Settlement Motion.

3 Case KJC Doc 804 Filed 12/21/16 Page 3 of 6 management, my review of relevant documents, or my opinion, based on my experience and knowledge of the Debtors operations and financial conditions. 4. The Debtors Prepetition Relationship with Anadarko. On May 3, 2011, Anadarko and Ryckman entered into a Firm Storage and Precedent Agreement (the Precedent Agreement ) under which Ryckman agreed to construct, own, and operate the Ryckman Creek Facility. Once construction completed and services commenced at the Ryckman Creek Facility, the Precedent Agreement, by its express terms, would terminate and the parties Firm Storage Service Agreement would become effective. Under the Firm Storage Service Agreement, to the extent that the agreement became effective, Anadarko agreed to store natural gas in the Ryckman Creek Facility for a period of at least eight years. 5. Based on the Debtors books and records, Anadarko owes the Debtors $6,820, under the prior agreement for amounts due through December 21, 2016, plus additionally accrued amounts in December through the date that the amended Firm Storage Service Agreement is signed and becomes effective (collectively the Past Due Amounts ). Despite the Debtors multiple requests, Anadarko has refused to make any payments on the Past Due Amounts. Anadarko disputes that any such Past Due Amounts are owed. 6. The Anadarko Settlement. To resolve the Prepetition Litigation, I, along with other members of the Debtors management team, engaged in several months of extensive, arm s-length discussions with Anadarko, its attorneys, and its other representatives. Indeed, certain representatives of the Debtors and Anadarko went to Denver, Colorado for an in-person negotiation in early October, The Firm Storage Service Agreement with Anadarko is a major asset of the estate and the ability to assume the agreement is critical to the Debtors ability to successfully

4 Case KJC Doc 804 Filed 12/21/16 Page 4 of 6 reorganize. Absent assumption of the Anadarko agreement, the profitability of the Reorganized Debtors operations after the Plan becomes effective will be compromised. Indeed, the assumption of this agreement is a condition precedent to the effectiveness of the Debtors Plan. Delaying the effectiveness of the Plan for the months that would have been required to resolve the parties contractual disputes through litigation could have led to substantially increased costs for the Debtors, draining liquidity that would otherwise be available to them and their creditors post-emergence, and would have caused substantial uncertainty for the Debtors, their estates and creditors, and other customers. 8. Fairness of the Settlement. Based upon my experience and the advice of the Debtors other professionals, I believe that the terms of the Settlement are fair and well within the range of reasonableness. 9. In particular, the Debtors compared the cost of the settlement (e.g., the renegotiated terms of the Firm Storage Service Agreement and the Debtors release of claims for the Past Due Amounts) with the benefits that they will obtain from the settlement (e.g, the ability to assume the amended Firm Storage Service Agreement, which will provide the Reorganized Debtors with steady income and the avoidance of additional time and costs beings spent on complicated and uncertain litigation). Thus, the Settlement is a proper exercise of the Debtors business judgment and is in the best interests of the Debtors, their estates, and their creditors. 10. In particular, the Settlement removes a key roadblock on the path to emergence from bankruptcy, because assumption of the Firm Storage Service Agreement is a condition precedent to the Plan becoming effective. In addition, the Settlement resolves ongoing, costly, and time-consuming litigation, the outcome of which is uncertain. Moreover, the Settlement provides the Debtors with predictable future income until 2025 under the revised terms of the

5 Case KJC Doc 804 Filed 12/21/16 Page 5 of 6 Firm Storage Service Agreement. Finally, the Settlement clears a major hurdle for the Debtors successful reorganization by ensuring a necessary condition precedent to confirmation shall occur. 11. Settlement Terms. The Debtors and Anadarko have agreed to the Settlement, pursuant to which the Firm Storage Service Agreement shall be amended as set forth in Exhibit A to the Motion, and such agreement as amended will be assumed in accordance with the terms of the Plan. The previous Firm Storage Service Agreement was for 6 BCF of capacity (MSQ) for an 8-year term beginning December 28, 2015 at a rate of $0.10/BCF/Mo. for years one through five and $0.11/BCF/Mo. for years six through eight. Maximum withdrawal (MDWQ) was 90,000 MMBtu/day and maximum injection (MDIQ) was 75,000 MMBtu/day. Primary receipt points included Overthrust Pipeline, Kern River Gas Transmission and Questar Pipeline. Primary points of delivery included the Overthrust Pipeline, Kern River Gas Transmission, Ruby Pipeline and Questar Pipeline. The original agreement also included a most favored nations clause pertaining to any gas storage agreement Ryckman entered into with services equal to or greater in value than the Anadarko service at a rate less than the Anadarko service. The rate for the capacity and term of the new agreement will also apply to the same capacity and term of the Anadarko agreement. 12. The amended Firm Storage Service Agreement with Anadarko is for a capacity of 5 BCF (MSQ) for an 8-year term beginning April 1, 2017 at a rate of $0.06/BCF/Mo. for years one through four and $0.064/BCF/Mo. for years five through eight. Maximum withdrawal (MDWQ) is 75,000 MMBtu/day and maximum injection (MDIQ) is 62,500 MMBtu/day. Primary receipt points include Overthrust Pipeline, Northwest Pipeline and Questar Pipeline (subject to pressure constraints), primary points of delivery include Kern River Gas

6 Case KJC Doc 804 Filed 12/21/16 Page 6 of 6 Transmission and Ruby Pipeline. The most favored nations clause has been eliminated and performance criteria has been added for a period of four years calling for a buyout of any remaining Anadarko gas if certain performance criteria are not met for a certain period of time. After four years, the Firm Storage Service Agreement reverts to the standard tariff language as to performance. 13. Moreover, pursuant to the Settlement, Anadarko shall voluntarily dismiss the Prepetition Litigation and the Anadarko Adversary Proceeding and withdraw the Pending Motions with prejudice. Additionally, under the Settlement the Debtors and their estates shall release Anadarko for all past-due, unpaid invoices or amounts due or owed to the Debtors under any prior service agreement between the parties. 5 Thus, the Settlement resolves the Anadarko Adversary Litigation, the Pending Motions, and the Prepetition Litigation and ensures an ongoing relationship for the Debtors with one of their key customers while avoiding timeconsuming, costly, and uncertain litigation. 14. I believe that the Debtors will save significant time and money and increase their chances of successful reorganization by entering into the Settlement, and that entry into the Settlement is in the Debtors' best interests. Dated December 21, 2016 /s/ Robert D. Albergotti Name Robert D. Albergotti Title Vice President of Restructuring 5 The Settlement shall not be binding upon Anadarko and Ryckman until the later of (i) the entry of a final order by the Bankruptcy Court approving the Settlement and (ii) the Federal Energy Regulatory Commission s approval of the amended Firm Storage Service Agreement.