RECORD OF PROCEEDINGS

Transcription

1 March 17, 2014 The Oil and Gas Conservation Commission ( COGCC ) met on March 17th, 2014, at the offices of the COGCC, 1120 Lincoln Street, Suite 801, Denver, CO 80203: Monday, March 17, Roll Call of Commissioners: Present: Andrew Spielman Deann Craig John Benton Richard D. Alward Mike King Tommy Holton Matt Lepore Jake Matter Robert J. Frick Acting Chairman Commissioner Commissioner Commissioner Commissioner Commissioner Director Assistant Attorney General Hearings Manager Absent:, Tom Compton Vacant Larry Wolk Chairman Vice-Chairman Commissioner Approval of Proceedings: Commissioner Spielman, acting as Chairman made a Motion to Approve the Minutes from the March 17, 2014 hearing. The Motion was seconded by Commissioner Benton and approved unanimously. Local Government Officials: None DNR Executive Director s Report: DNR Director King noted the following: 1) Commissioner Perry Pearce resigned. The Commission extended its thanks to Mr. Pearce. Director s Report: COGCC Director Lepore noted the following: 1) Alan Gilbert briefed the Commission on the Flood Response Lessons Learned Report. 2) On February 6, 2014, the COGCC held a workshop to discuss Lessons Learned from the September 2013 floods. Among the recommendations: Establish written policy and procedures, review engineering in drainages, remote shut-in and anchoring systems. The COGCC is completing an Emergency Response Plan / Manual. COGCC Minutes March 17, 2014 Page 1 of 31

2 3) Enforcement / NOAV: LEAN Improvement process training sessions were conducted. More information is available in the Staff Report. 4) LDL s and LGD s conducted training for Local Government and other stakeholders in the COGCC Enforcement Program. 5) On April 2nd COGCC staff will participate in a meeting regarding setbacks at the BLM in Lakewood. 6) Director Lepore reviewed the COGCC Values statement. Commissioner Wolk then entered the hearing. Commissioner Comments: None Public Comments: 1) Michelle Smith / Cindy Bargell (NARO) entered a Rule 510 Statement concerning the annual review of Unconventional Resource Units approved in May ) Maria Petrocco, Attorney for Don Sacks and Mr. Don Sacks entered a Rule 510 Statement concerning pooling issues. 3) Harold and Lloyd Rollins, mineral interest owners, entered a Rule 510 statement concerning the annual review of Unconventional Resource Units approved in May Consent Agenda With 21 matters listed for the Consent Agenda, Hearings Unit Manager Robert Frick suggested that the Commission consider the matters in 4 groups, as organized by Staff, as follows: Group A Commissioner Spielman, acting as Chairman asked if any Commissioners had a conflict of interest or recusals with any of the items within Group A of the Consent Agenda. No conflicts were reported. Commissioner Benton moved for the approval of Group A, as recommended by Staff, as follows: Docket No UP-26, Wattenberg Field, Weld County Applicant: Bill Barrett Corporation Attorneys: Robert A. Willis Request for an order to pool all interests in an approximate 640-acre drilling and spacing unit consisting of Section 3, Township 6 North, Range 62 West, 6th P.M., for the development and operation of the Niobrara Formation. Docket No UP-32, Grand Valley Field, Garfield County Applicant: Caerus Piceance LLC Attorneys: J. Michael Morgan & Justin Plaskov COGCC Minutes March 17, 2014 Page 2 of 31

3 Request for an order to pool all interests within an approximate 160-acre drilling and spacing unit established for certain lands in Section 13, Township 7 South, Range 96 West, 6th P.M., for the development and operation of the Williams Fork and Iles Formations. Docket No SP-2031, Grand Valley Field, Garfield County Applicant: WPX Energy Rocky Mountain, LLC Attorneys: Robert A. Willis Request for an order to establish an approximate 473-acre exploratory drilling and spacing unit for certain lands in Sections 5 and 8, Township 7 South, Range 96 West, 6th P.M., and approve one or more horizontal wells and one or more vertical or directional well within the unit, for the production of oil, gas and associated hydrocarbons from the Deep Formations. Docket No UP-87, Bracewell Field, Weld County Applicant: Extraction Oil & Gas, LLC Attorneys: Gretchen VanderWerf Request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 25 and 36, Township 6 North, Range 66 West, 6th P.M, for the development and operation of the Codell Formation. Docket No UP-88, Bracewell Field, Weld County Applicant: Extraction Oil & Gas, LLC Attorneys: Gretchen VanderWerf Request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 25 and 36, Township 6 North, Range 66 West, 6th P.M, for the development and operation of the Codell Formation. The motion was seconded by Commissioner Alward and approved unanimously. Group B Commissioner Spielman, acting as Chairman asked if any Commissioners had a conflict of interest or recusals with any of the items within Group B of the Consent Agenda. No conflicts were reported. Commissioner Holton moved for the approval of Group B, as recommended by Staff, as follows: Docket No UP-248, Unnamed Field, Arapahoe County Applicant: ConocoPhillips Company Attorneys: Jamie L. Jost & James P. Parrot Request for an order to pool all interests in an approximate 1280-acre exploratory drilling and spacing unit established for Section 9 and 10, Township 4 South, Range 65 West, 6th P.M., for the development and operation of the Niobrara Formation. COGCC Minutes March 17, 2014 Page 3 of 31

4 Docket No UP-34, Wattenberg Field, Weld County Attorneys: Robert A. Willis & Jillian Fulcher Request for an order to pool all interests (including royalty interest owners) in an approximate 640-acre designated wellbore spacing unit established for certain lands in Sections 12 and 13, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. Docket No UP-36, Wattenberg Field, Weld County Attorneys: Robert A. Willis & Jillian Fulcher Request for an order to pool all interests (including royalty interest owners) in an approximate 360-acre designated wellbore spacing unit established for certain lands in Sections 12, 13 and 24, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. Docket No UP-37, Wattenberg Field, Weld County Attorneys: Robert A. Willis & Jillian Fulcher Request for an order to pool all interests (including royalty interest owners) in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 12 and 13, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. Docket No UP-38, Wattenberg Field, Weld County Attorneys: Robert A. Willis & Jillian Fulcher Request for an order to pool all interests (including royalty interest owners) in an approximate 720-acre designated wellbore spacing unit established for certain lands in Sections 12, 13 and 24, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. The motion was seconded by Commissioner Craig and approved unanimously. Group C Commissioner Spielman, acting as Chairman asked if any Commissioners had a conflict of interest or recusals with any of the items within Group C of the Consent Agenda. No conflicts were reported. Commissioner Alward moved for the approval of Group C, as recommended by Staff, as follows: Docket No UP-80, Unnamed Field, Weld County COGCC Minutes March 17, 2014 Page 4 of 31

5 Applicant: Attorneys: Whiting Oil and Gas Corporation Stephen J. Sullivan & Chelsey J. Russell Request for an order to pool all interests in an approximate 960-acre drilling and spacing unit established for certain lands in Sections 21 and 28, Township 10 North, Range 58 West, 6th P.M., for the development and operation of the Niobrara Formation. Docket No UP-84, Wattenberg Field, Weld County Applicant: Whiting Oil and Gas Corporation Attorneys: Stephen J. Sullivan & Chelsey J. Russell Request for an order to pool all interests in an approximate 960-acre drilling and spacing unit established for certain lands in Sections 28 and 33, Township 10 North, Range 58 West, 6th P.M., for the development and operation of the Niobrara Formation. Commissioner Benton seconded the motion and Group C was approved unanimously. Group - Enforcement Commissioner Spielman, acting as Chairman asked if any Commissioners had a conflict of interest or recusals with any of the items within the Enforcement Agenda. No conflicts were reported. Commissioner Benton asked questions of COGCC Enforcement Officer Peter Gowen regarding recent violations by Grynberg Petroleum. Commissioner Alward moved for the approval of Group 1 - Enforcement, as recommended by Staff, as follows: Docket No OV-01, Hyndrex Resources Staff: Peter Gowen, Enforcement Officer Staff requests approval of an AOC with Hyndrex Resources (Operator No ) imposing a $30,000 penalty for violations of Rule 906 (Spills and Releases), Rule 1004.a (Final Reclamation of Well Sites and Associated Production Facilities), and Rule 1103 (Pipeline Regulations- Abandonment) with $15,000 suspended as long as Hyndrex completes all of the corrective actions described in the AOC to the satisfaction of Commission Staff. Docket No OV-04, Western Operation Company Staff: Peter Gowen, Enforcement Officer Staff requests approval of an AOC with Western Operating Company imposing a $25,000 fine for violations of Rules 905.b. (Closure of Pits, and Buried or Partially Buried Produced Water Vessels), 907.a. (Management of E&P Waste, General Requirements), and 909 (Site Investigation, Remediation, and Closure) at the Forbes 1-14 Well (API # ) in Washington County, Colorado. Docket No OV-05, Grynberg Petroleum Company Staff: Peter Gowen, Enforcement Officer COGCC Minutes March 17, 2014 Page 5 of 31

6 Staff requests approval of an AOC with Grynberg Petroleum Co. imposing a $50,000 ($25,000 suspended) penalty for violations of Rules 309 (Form 7, Operator s Monthly Production Report), 310 (Form 8, Mill Levy), and 312 (Form 10, Certificate of Clearance) at eight wells. Docket No OV-08, Hyndrex Resources Staff: Peter Gowen, Enforcement Officer Staff requests approval of an AOC with Hyndrex Resources imposing a $16,000 penalty for violation of Rule 326.b.1 (Mechanical Integrity Testing, Shut-in Wells) at the Ampet/Amoco 9-34 Well (API NO ) and 9 Ampet-Amoco 1-1 Well (API NO ) in Adams County, Colorado. Docket No OV-12, Grynberg Petroleum CO. Staff: Peter Gowen, Enforcement Officer Staff requests approval of an AOC with Grynberg Petroleum Co. imposing a $10,000 penalty, with $5,000 suspended for a violation of Rule 326.b.1 (Mechanical Integrity Testing, Shut-in Wells) at the Croissant 4 Well (API No ) ( Well ) in Weld County. The suspended $5,000 penalty will be vacated if Grynberg remains compliant with all Commission Rules at the Well for one year from the date this Order is approved by the Commission. Otherwise, the remaining $5,000 penalty will become due upon demand by the Director without further action by the Commission. Docket No OV-13, Walter S. Fees, Jr. and Son Oil & Gas, LLC Staff: Peter Gowen, Enforcement Officer Staff requests approval of an AOC with Walter S. Fees, Jr. and Son Oil & Gas, LLC imposing a $25,000 fine for three violations of Rule 326.b.(1) (Mechanical Integrity Testing - Shut-In Wells) for failing to perform a mechanical integrity test ( MIT ) on each of three wells located in Mesa County, Colorado. Docket No OV-16, Bonanza Creek Energy Operating Company, LLC Staff: Peter Gowen, Enforcement Officer Staff requests approval of an AOC with Bonanza Creek Energy Operating Company, LLC imposing a $26,000 penalty for four single-day violations of Rule 308B, five single-day violations of Rule 311, seven single-day violations of Rule 316.B., and one 10-day violation of Rule 326.b.1. Docket No OV-22, McElvain Energy, Inc. Staff: Peter Gowen, Enforcement Officer Staff requests approval of an AOC with McElvain Energy Inc. imposing a $7,500 fine for one violation of Rule 326.b.(1) (Mechanical Integrity Testing - Shut-In Wells) for failing to perform a mechanical integrity test ( MIT ) on one well located in La Plata County, Colorado. Docket No OV-23, Great Western Operating Company, LLC COGCC Minutes March 17, 2014 Page 6 of 31

7 Staff: Peter Gowen, Enforcement Officer Staff requests approval of an AOC with Great Western Operating Co. imposing a $7,500 fine for one violation of Rule 326.b.(1) (Mechanical Integrity Testing - Shut-In Wells) for failing to perform a mechanical integrity test ( MIT ) on one well located in Adams County, Colorado. The motion was seconded by Commissioner Holton and approved unanimously. The Commission then called Docket No OV-20, Coral Production Corp: Docket No OV-20, Coral Production Corp. Staff: Peter Gowen, Enforcement Officer Comment: Staff requests approval of an AOC with Coral Production Corp. imposing a $1,000 penalty for a violation of Rule 317.d. (Casing Program to Protect Hydrocarbon Horizons and Ground Water) at the Yenter #A-1 Well (API No ) ( Well ) in Logan County. The parties initially negotiated an AOC that specified correction actions to include remedial cement work. Subsequently Coral Production decided to plug and abandon the well instead of performing the remedial cement work. The Administrative Order by Consent was amended to reflect this on March 13, Recommendation: Consent. Staff recommends approval of the amended Administrative Order by Commissioner Benton moved for the approval of the Amended AOC with Coral Production Corp. The motion was seconded by Commissioner Craig and approved unanimously. Requests for Conditional Approval The following are Uncontested Hearing Matters that have not fully complied with the publication and notice requirements, namely proof of publication of the Notice of Hearing, pursuant to (4), C.R.S., as required. The Hearing Officer recommends that the Commission Conditionally Approve these applications subject to the applicants providing proof of compliance of all publication and notice requirements to the Hearing Officer. A Final Order will not be issued until all requirements have been complied with. Commissioner Spielman, acting as Chairman asked if any Commissioners had a conflict of interest or recusals with any of the Requests for Conditional Approval. No conflicts were reported. The matters were separated into 12 groups. The following were separated for comment by the Commission: Cindy Bargell, Attorney for Prominence, Group 4, made a Rule 510 Statement regarding Mr. Keller Smith s dismissal as a Protestant by Commission staff. Group 1 of the Requests for Conditional Approval were continued to the April 28, 2014 hearing. COGCC Minutes March 17, 2014 Page 7 of 31

8 Commissioner Benton requested information regarding a Rule 510 statement from Ms. Susan Entzel. Hearing Officer Jill Dorancy addressed the record for the Commission. Commissioner Alward then made a Motion to Approve Group 1 of the Requests for Conditional Approval. Commissioner Craig seconded the Motion and Group 1 was approved unanimously. Commissioner Holton then made a Motion to Approve Groups 2-12 of the Requests for Conditional Approval. Commissioner Benton seconded the Motion and Groups 2-12 were approved unanimously. The following matters were approved as Groups 1-12 of the Requests for Conditional Approval: Group 1- On March 18, 2014, the COGCC was informed that due to an error in publication, the Notice of Hearing for Docket Nos UP-01 and 1401-UP-02 were not published at least 10 days in advance of the March 17, 2014 hearing, therefore conditional approval of the Applications were voided, and the matters were continued to the April 28, 2014 hearing. A Second Notice of Hearing was republished with a new Protest/Intervention date of April 14, 2014 and a new hearing date of April 28-29, Any party with actual or constructive notice of the original proceeding is limited to the existing record, in the absence of new evidence. Docket No UP-01, Wattenberg Field, Weld County Applicant: Mineral Resources, Inc Attorneys: Thomas J. Kimmell Request for an order to establish an approximate 480-acre drilling and spacing unit for certain lands in Sections 1 and 12, Township 5 North, Range 66 West, 6th P.M., and approve up to five horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell and Niobrara Formations and pool all interests in said unit for the development and operation of the Codell and Niobrara Formations. Docket No UP-02, Wattenberg Field, Weld County Applicant: Mineral Resources, Inc Attorneys: Thomas J. Kimmell Request for an order to establish an approximate 560-acre drilling and spacing unit consisting of certain lands in Sections 1, 12 and 36, Townships 5 and 6 North, Range 66 West, 6th P.M., and approve up to five horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell and Niobrara Formations, and pool all interests in said drilling and spacing unit, for the development and operation of the Codell and Niobrara Formations. Group 2- * Docket No SP-2019, Mamm Creek Field, Garfield County COGCC Minutes March 17, 2014 Page 8 of 31

9 Applicant: Attorneys: Ursa Operating Company LLC Robert A. Willis Request for an order to establish an approximate 160-acre drilling and spacing unit for certain lands in Section 11, Township 6 South, Range 92 West, 6th P.M., and approve the equivalent of one well per 10-acre density within the unit, for the production of oil, gas and associated hydrocarbons from the Williams Fork and Iles Formations. Group 3- * Docket No SP-2023, Wattenberg Field, Weld County Applicant: Bill Barrett Corporation Attorneys: Robert A. Willis Request for an order to: 1) maintain the approximate 640-acre drilling and spacing units established for Sections 11 and 14, Township 6 North, Range 62 West, 6th P.M., for the production of oil, gas and associated hydrocarbons from the existing wells completed in the Niobrara Formation; 2) vacate Order No ; 3) establish an approximate 1,280-acre drilling and spacing unit for Sections 11 and 14, Township 6 North, Range 62 West, 6th P.M., and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation; and 4) establish an approximate 1,280-acre drilling and spacing unit for Sections 11 and 14, Township 6 North, Range 62 West, 6th P.M. and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Docket No SP-2025, Wattenberg Field, Weld County Applicant: Bill Barrett Corporation Attorneys: Robert A. Willis Request for an order to: 1) maintain two approximate 640-acre drilling and spacing units established for Sections 26 and 27, Township 6 North, Range 62 West, 6th P.M. for the production of oil, gas and associated hydrocarbons from the existing wells completed in the Niobrara Formation; 2) vacate the approximate 640-acre drilling and spacing unit for Section 26, Township 6 North, Range 62 West, 6th P.M. established by Order No , for the production of oil, gas and associated hydrocarbons for the Codell Formation; 3) vacate the approximate 640-acre drilling and spacing unit for Section 27, Township 6 North, Range 62 West, 6th P.M. established by Order No for the Codell Formation; 4) establish an approximate 1,280-acre drilling and spacing unit for Sections 26 and 27, Township 6 North, Range 62 West, 6th P.M., and approve a total of up to sixteen horizontal wells, within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation; and 5) establish an approximate 1,280-acre drilling and spacing unit for Sections 26 and 27, Township 6 North, Range 62 West, 6th P.M., and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Docket No SP-2026, Wattenberg Field, Weld County COGCC Minutes March 17, 2014 Page 9 of 31

10 Applicant: Attorneys: Bill Barrett Corporation Robert A. Willis Request for an order to: 1) maintain two approximate 640-acre drilling and spacing units established for Sections 34 and 35, Township 6 North, Range 62 West, 6th P.M., for the production of oil, gas and associated hydrocarbons produced from existing wells completed in the Niobrara Formation; 2) vacate Order Nos and ; 3) establish an approximate 1,280-acre drilling and spacing unit for Section 34 and 35, Township 6 North, Range 62 West, 6th P.M., and approve a total of up to 16 horizontal wells, within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. * Docket No SP-2027, Wattenberg Field, Weld County Applicant: Bill Barrett Corporation Attorneys: Robert A. Willis Request for an order to: 1) maintain two approximate 640-acre drilling and spacing units established for Sections 15 and 22, Township 6 North, Range 62 West, 6th P.M., for the production of oil, gas and associated hydrocarbons produced from existing wells completed in the Niobrara Formation; 2) vacate Order No ; 3) establish an approximate 1,280-acre drilling and spacing unit for the above mentioned lands, and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation; and 4) establish an approximate 1,280-acre drilling and spacing unit for the mentioned lands and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Docket No SP-2028, Wattenberg Field, Weld County Applicant: Bill Barrett Corporation Attorneys: Robert A. Willis Request for an order to: 1) vacate two approximate 640-acre drilling and spacing units established for Sections 19 and 20, Township 5 North, Range 61 West, 6th P.M., for the production of oil, gas and associated hydrocarbons produced from the Niobrara Formation; 2) vacate Order Nos and ; and 3) establish an approximate 1,280-acre drilling and spacing unit for Sections 19 and 20, Township 5 North, Range 61 West, 6th P.M., and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. * Docket No SP-2029, Wattenberg Field, Weld County Applicant: Bill Barrett Corporation Attorneys: Robert A. Willis Request for an order to establish an approximate 1,280-acre drilling and spacing unit for Sections 33 and 34, Township 4 North, Range 62 West, 6th P.M., and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation, and establish an approximate 1,280-acre drilling and spacing unit for the above-mentioned COGCC Minutes March 17, 2014 Page 10 of 31

11 lands and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Docket No SP-2030, Wattenberg Field, Weld County Applicant: Bill Barrett Corporation Attorneys: Robert A. Willis Request for an order to: 1) vacate an approximate 640-acre drilling and spacing unit established by Order No for Section 15, Township 4 North, Range 62 West, 6th P.M.; 2) vacate Order No ; 3) establish an approximate 1,280- acre drilling and spacing unit for the Sections 15 and 22, Township 4 North, Range 62 West, 6th P.M., and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation; and 4) establish an approximate 1,280-acre drilling and spacing unit for Sections 15 and 22, Township 4 North, Range 62 West, 6th P.M. and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. Group 4- * Docket No UP-56, Wattenberg Field, Weld County Attorneys: Robert A. Willis Request for an order to pool all interests, including leased mineral interests, in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 5 and 8, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. 510 Statement: Prominence Royalties, LLC Representative: Jenna Keller * Docket No UP-57, Wattenberg Field, Weld County Attorneys: Robert A. Willis Request for an order to pool all interests, including leased mineral interests, in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 33 and 34, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. Group 5- * Docket No UP-40, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain COGCC Minutes March 17, 2014 Page 11 of 31

12 lands in Sections 3, 4 and 34, Townships 1 North and South, Range 76 West, 6th P.M., for the development and operation of the Codell Formation. * Docket No UP-41, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-42, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West 6th P.M., for the development and operation of the Codell Formation. * Docket No UP-43, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 440-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-44, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 640-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. Group 6- * Docket No UP-45, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing units established for certain lands in Sections 3 and 34, Townships 1 NOrth and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-46, Wattenberg Field, Adams & Weld Counties COGCC Minutes March 17, 2014 Page 12 of 31

13 Applicant: Attorneys: Kerr-McGee Oil & Gas Onshore, LP Jamie L. Jost & Joseph M. Evers Request for an order to pool all interests, including leased mineral interests, in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. * Docket No UP-47, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 560-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-48, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 440-acre designated wellbore spacing unit established for certain lands in Sections 34, 35 and 3, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-49, Wattenberg Field, Adams & Weld Counties Request for an order to pool all interests, including leased mineral interests, in an approximate 560-acre designated wellbore spacing unit established for certain lands in Sections 34 and 3, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. Group 7- * Docket No UP-50, Wattenberg Field, Weld County Request for an order to pool all interests, including leased mineral interests, in two approximate 480-acre designated wellbore spacing units established for certain lands in Sections 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell and Niobrara Formations. 510 Statement: Susan Entzel * Docket No UP-51, Wattenberg Field, Weld County COGCC Minutes March 17, 2014 Page 13 of 31

14 Request for an order to pool all interests, including leased mineral interests, in two approximate 240-acre designated wellbore spacing units established for certain lands in Sections 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell and Niobrara Formations. 510 Statement: Susan Entzel * Docket No UP-52, Wattenberg Field, Weld County Request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 15, 16, 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-53, Wattenberg Field, Weld County Request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell Formation. * Docket No UP-54, Wattenberg Field, Weld County Request for an order to pool all interests, including leased mineral interests, in two approximate 240-acre designated wellbore spacing units established for Sections 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell and Niobrara Formations. * Docket No UP-76, Wattenberg Field, Weld County Request for an order to pool all interests, including leased mineral interest owners, in an approximate 720-acre designated wellbore spacing unit established for certain lands in Sections 13, 14 and 15, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell Formation. Group 8- * Docket No UP-59, Wattenberg Field, Weld County Applicant: Noble Energy Inc. COGCC Minutes March 17, 2014 Page 14 of 31

15 Request for an order to pool all interests, including leased mineral interests, in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 7, 8, 17 and 18, Township 4 North, Range 63 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-60, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests, including leased mineral interests, in two approximate 400-acre designated wellbore spacing units established for certain lands in Sections 7 and 18, Township 4 North, Range 63 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-61, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 11, 12, 13 and 14, Township 6 North, Range 63 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-62, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests in an approximate 405-acre designated wellbore spacing unit established for certain lands in Sections 22, 23, 26 and 27, Township 4 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-82, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests in two approximate 317-acre designated wellbore spacing units established for certain lands in Sections 35 and 2, Township 6 North, Range 63 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. Group 9- * Docket No UP-89, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests in four approximate 325-acre designated wellbore spacing units established for certain lands in Section 24, Township 6 North, Range 65 West, 6th P.M., for the development and operation of the Codell or Niobrara Formation. COGCC Minutes March 17, 2014 Page 15 of 31

16 * Docket No UP-90, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests, including leased mineral interests, in four approximate 297-acre designated wellbore spacing units established for certain lands in Sections 19 and 24, Township 6 North, Ranges 64 and 65 West, 6th P.M., for the development and operation of the Codell or Niobrara Formation. * Docket No UP-91, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 25 and 36, Township 6 North, Range 65 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-92, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests, including leased mineral interests, in three approximate 320-acre designated wellbore spacing units established for certain lands in Section 25, Township 6 North, Range 65 West, 6th P.M., for the development and operation of the Codell or Niobrara Formation. * Docket No UP-93, Wattenberg Field, Weld County Applicant: Noble Energy Inc. Request for an order to pool all interests in three approximate 402-acre designated wellbore spacing units established for certain lands in Sections 24 and 25, Township 6 North, Range 65 West, 6th P.M., for the development and operation of the Codell and Niobrara Formation. Group 10- * Docket No UP-58, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 640-acre designated wellbore spacing unit established for Section 11, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-63, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC COGCC Minutes March 17, 2014 Page 16 of 31

17 Attorneys: Jamie L. Jost & Joseph M. Evers Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Section 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-64, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Section 27, Township 5 North, Range 65 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-65, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 19 and 20, Township 4 North, Range 67 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-66, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 16 and 17, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-67, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 16 and 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. Group 11- * Docket No UP-68, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 16, 17, 20 and 21, COGCC Minutes March 17, 2014 Page 17 of 31

18 Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-69, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 16 and 17, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-70, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Section 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-71, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 20 and 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-72, Wattenberg Field, Weld County Applicant: Great Western Operating Company, LLC Request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Section 20, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. Group 12- * Docket No UP-77, Wattenberg Field, Weld County Applicant: PDC Energy, Inc. Request for an order to pool all interests in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 30 and 25, Township 5 North, Ranges 64 and 65 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-78, Wattenberg Field, Weld County COGCC Minutes March 17, 2014 Page 18 of 31

19 Applicant: Attorneys: PDC Energy, Inc. Jamie L. Jost & Joseph M. Evers Request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Section 15, Township 7 North, Range 66 West, 6th P.M., for the development and operation of the Codell Formation. * Docket No UP-79, Wattenberg Field, Weld County Applicant: PDC Energy, Inc. Request for an order to pool all interests in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 19, 30, 24 and 25, Township 5 North, Ranges 64 and 65 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Docket No UP-81, Wattenberg Field, Weld County Applicant: PDC Energy, Inc. Request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Section 25, Township 5 North, Range 65 West, 6th P.M., for the development and operation of the Niobrara Formation. * Docket No UP-83, Wattenberg Field, Weld County Applicant: PDC Energy, Inc. Request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Section 1, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Niobrara Formation. The Commission then called Docket No SP-27: Docket No SP-27, Unnamed Field, Gunnison County Staff: Jill Dorancy, Hearing Officer Applicant: Attorneys: SG Interests I, Ltd. Robert A. Willis On May 6, 2013, the Commission adjudicated the Amended Application after a four hour hearing on the merits of the Amended Application. Order No was entered granting the relief requested in the Amended Application. In February 2014, counsel for the Applicant informed the Staff that publication of the Notice of Hearing, pursuant to (4), C.R.S., in a newspaper of general jurisdiction in the City and County of Denver did not occur. A Second Notice of Hearing was published and no Protests were received. COGCC Minutes March 17, 2014 Page 19 of 31

20 Recommendation: The Hearing Officer recommends that the Commission Conditionally Approve this Application subject to the applicant providing proof of compliance of all publication and notice requirements to the Hearing Officer. Hearing Officer Jill Dorancy briefed the Commission. On May 6, 2013, Order No was entered by the Commission. On February 4, 2014, the COGCC Staff were informed the notice was not published in a local paper. The Applicant sent a Second Notice of Hearing to interested parties. No protests were received. Commissioner Benton then made a Motion to Approve Docket No SP-27. Commissioner Craig seconded the Motion and Docket No SP-27 was approved unanimously. The Commission then called Docket No GA-02: Docket No GA-02, Bracewell Field, Weld County Staff: Jill Dorancy, Hearing Officer Stuart Ellsworth, Engineering Manager Applicant: Attorneys: Black Raven Energy, Inc. Robert A. Willis Request for a Variance from Rule 326.b. and Rule 707.a. for its inactive wells and requests an Agreement with the Oil and Gas Conservation Commission wherein it will acknowledge the shut-in and temporarily abandoned wells. Black Raven requests that the financial assurance requirement be modified by the Commission approving its plan for reducing the requirement by returning the inactive wells to production in a timely manner, or by plugging and abandoning such wells on an acceptable schedule. Recommendation: Staff recommends approval of the Request. Hearing Officer Jill Dorancy then briefed the Commission with COGCC Engineering Manager Stuart Ellsworth. Rob Willis, Attorney for Black Raven briefed the Commission on its 5-year plan to reduce the number of shut-in wells and to reduce its financial assurance. Commissioners Benton and Craig asked questions regarding Black Ravens plan for water well testing, braidenhead testing, and MIT testing during the 5-year period. Acting Commissioner Spielman noted the Rules say Applicant shall make a showing, and if it cannot comply, it will request a variance. He noted that was not in the testimony. Mr. Willis noted the variance was to the 2-year MIT requirement, that a 5-year plan would require a variance to the 2-year requirement. COGCC Minutes March 17, 2014 Page 20 of 31

21 Commissioner Alward then made a Motion for Conditional Approve of the variance requested, if accompanied by a COGCC staff approved testing plan of the water wells within the Application Lands, Docket No GA-02. Commissioner Holton seconded the Motion and Docket No GA-02 was conditionally approved by a vote of 6 for and 1 against, with Commissioner Spielman voting against. Commissioner Alward requested a report on the status/progress at the April 28, 2014 hearing. The approval of the variance is conditioned upon the COGCC staff approval of a well water testing plan. Commissioner Spielman explained his vote against, reasoning that granting of a variance requires a showing of necessity, which was not fully supported by testimony. Presentations to the Commission Docket No SP-48, Order No Docket No SP-50, Order No Applicant: Attorneys: Noble Energy, Inc. Jamie Jost On March 25, 2013 the Commission approved two Unconventional Resource Units ( URU ) for Noble Energy, Inc. Noble will provide a presentation to the Commission on development activity occurring since March 2013 and expected development through March Docket No SP-40, Order No Docket No SP-41, Order No Docket No SP-42, Order No Docket No SP-43, Order No Docket No SP-44, Order No Docket No SP-45, Order No Applicant: Attorneys: Axia Energy, LLC Jamie Jost On March 25, 2013 the Commission approved six Unconventional Resource Units ( URU ) for Axia Energy, LLC ( Axia ). Axia will provide a presentation to the Commission on development activity occurring since March 2013 and expected development through March Assistant Attorney General noted there would be no Executive Session, as listed on the Hearing Agenda. Commissioner Benton made a Motion to Adjourn the Hearing. The Motion was seconded by Commissioner Alward. Thereafter, the Commission adjourned at approximately 12:32 p.m. COGCC Minutes March 17, 2014 Page 21 of 31

22 ================================================================== The Secretary was therefore authorized to issue the following orders: Order No , Docket No UP-26, Wattenberg Field, Weld County, Bill Barrett Corporation. Approves the request for an order to pool all interests in an approximate 640-acre drilling and spacing unit consisting of Section 3, Township 6 North, Range 62 West, 6th P.M., for the development and operation of the Niobrara Formation. Order No , Docket No UP-32, Grand Valley Field, Garfield County, Caerus Piceance LLC. Approves the request for an order to pool all interests within an approximate 160-acre drilling and spacing unit established for certain lands in Section 13, Township 7 South, Range 96 West, 6th P.M., for the development and operation of the Williams Fork and Iles Formations. Order No , Docket No SP-2031, Grand Valley Field, Garfield County, WPX Energy Rocky Mountain, LLC. Approves the request for an order to establish an approximate 473-acre exploratory drilling and spacing unit for certain lands in Sections 5 and 8, Township 7 South, Range 96 West, 6th P.M., and approve one or more horizontal wells and one or more vertical or directional well within the unit, for the production of oil, gas and associated hydrocarbons from the Deep Formations. Order No , Docket No UP-87, Bracewell Field, Weld County, Extraction Oil & Gas, LLC. Approves the request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 25 and 36, Township 6 North, Range 66 West, 6th P.M, for the development and operation of the Codell Formation. Order No , Docket No UP-88, Bracewell Field, Weld County, Extraction Oil & Gas, LLC. Approves the request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 25 and 36, Township 6 North, Range 66 West, 6th P.M, for the development and operation of the Codell Formation. Order No , Docket No UP-248, Unnamed Field, Arapahoe County, ConocoPhillips Company. Request for an order to pool all interests in an approximate acre exploratory drilling and spacing unit established for Section 9 and 10, Township 4 South, Range 65 West, 6th P.M., for the development and operation of the Niobrara Formation. Order No , Docket No UP-34, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Request for an order to pool all interests (including royalty interest owners) in an approximate 640-acre designated wellbore spacing unit established for certain lands in Sections 12 and 13, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. Order No , Docket No UP-36, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Request for an order to pool all interests (including royalty interest owners) in an approximate 360-acre designated wellbore spacing unit established for certain lands in Sections 12, 13 and 24, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. COGCC Minutes March 17, 2014 Page 22 of 31

23 Order No , Docket No UP-37, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Request for an order to pool all interests (including royalty interest owners) in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 12 and 13, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. Order No , Docket No UP-38, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Request for an order to pool all interests (including royalty interest owners) in an approximate 720-acre designated wellbore spacing unit established for certain lands in Sections 12, 13 and 24, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. Order No , Docket No UP-80, Unnamed Field, Weld County, Whiting Oil and Gas Corporation. Approves the request for an order to pool all interests in an approximate 960- acre drilling and spacing unit established for certain lands in Sections 21 and 28, Township 10 North, Range 58 West, 6th P.M., for the development and operation of the Niobrara Formation. Order No , Docket No UP-84, Wattenberg Field, Weld County, Whiting Oil and Gas Corporation. Approves the request for an order to pool all interests in an approximate 960- acre drilling and spacing unit established for certain lands in Sections 28 and 33, Township 10 North, Range 58 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No SP-2019, Mamm Creek Field, Garfield County, Ursa Operating Company LLC. Approves the request for an order to establish an approximate 160- acre drilling and spacing unit for certain lands in Section 11, Township 6 South, Range 92 West, 6th P.M., and approve the equivalent of one well per 10-acre density within the unit, for the production of oil, gas and associated hydrocarbons from the Williams Fork and Iles Formations. * Order No , Docket No SP-2023, Wattenberg Field, Weld County, Bill Barrett Corporation. Approves the request for an order to: 1) maintain the approximate 640-acre drilling and spacing units established for Sections 11 and 14, Township 6 North, Range 62 West, 6th P.M., for the production of oil, gas and associated hydrocarbons from the existing wells completed in the Niobrara Formation; 2) vacate Order No ; 3) establish an approximate 1,280-acre drilling and spacing unit for Sections 11 and 14, Township 6 North, Range 62 West, 6th P.M., and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation; and 4) establish an approximate 1,280-acre drilling and spacing unit for Sections 11 and 14, Township 6 North, Range 62 West, 6th P.M. and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Order No , Docket No SP-2025, Wattenberg Field, Weld County, Bill Barrett Corporation. Approves the request for an order to: 1) maintain two approximate 640-acre drilling and spacing units established for Sections 26 and 27, Township 6 North, Range 62 West, 6th P.M. for the production of oil, gas and associated hydrocarbons from the existing wells completed in the Niobrara Formation; 2) vacate the approximate 640-acre drilling and spacing unit for Section 26, Township 6 North, Range 62 West, 6th P.M. established by Order No , for the production of oil, gas and associated hydrocarbons for the Codell Formation; 3) vacate the approximate 640-acre drilling and spacing unit for Section 27, Township 6 North, Range 62 West, 6th P.M. established by Order No for the Codell Formation; 4) establish an approximate 1,280-acre drilling and spacing unit for Sections 26 and 27, Township 6 North, Range 62 West, 6th P.M., and approve a total of up to sixteen horizontal COGCC Minutes March 17, 2014 Page 23 of 31

24 wells, within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation; and 5) establish an approximate 1,280-acre drilling and spacing unit for Sections 26 and 27, Township 6 North, Range 62 West, 6th P.M., and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Order No , Docket No SP-2026, Wattenberg Field, Weld County, Bill Barrett Corporation. Approves the request for an order to: 1) maintain two approximate 640-acre drilling and spacing units established for Sections 34 and 35, Township 6 North, Range 62 West, 6th P.M., for the production of oil, gas and associated hydrocarbons produced from existing wells completed in the Niobrara Formation; 2) vacate Order Nos and ; 3) establish an approximate 1,280-acre drilling and spacing unit for Section 34 and 35, Township 6 North, Range 62 West, 6th P.M., and approve a total of up to 16 horizontal wells, within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. * Order No , Docket No SP-2027, Wattenberg Field, Weld County, Bill Barrett Corporation. Approves the request for an order to: 1) maintain two approximate 640-acre drilling and spacing units established for Sections 15 and 22, Township 6 North, Range 62 West, 6th P.M., for the production of oil, gas and associated hydrocarbons produced from existing wells completed in the Niobrara Formation; 2) vacate Order No ; 3) establish an approximate 1,280-acre drilling and spacing unit for the above mentioned lands, and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation; and 4) establish an approximate 1,280-acre drilling and spacing unit for the mentioned lands and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Order No , Docket No SP-2028, Wattenberg Field, Weld County, Bill Barrett Corporation. Approves the request for an order to: 1) vacate two approximate 640-acre drilling and spacing units established for Sections 19 and 20, Township 5 North, Range 61 West, 6th P.M., for the production of oil, gas and associated hydrocarbons produced from the Niobrara Formation; 2) vacate Order Nos and ; and 3) establish an approximate 1,280- acre drilling and spacing unit for Sections 19 and 20, Township 5 North, Range 61 West, 6th P.M., and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. * Order No , Docket No SP-2029, Wattenberg Field, Weld County, Bill Barrett Corporation. Approves the request for an order to establish an approximate 1,280-acre drilling and spacing unit for Sections 33 and 34, Township 4 North, Range 62 West, 6th P.M., and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation, and establish an approximate 1,280- acre drilling and spacing unit for the above-mentioned lands and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Order No , Docket No SP-2030, Wattenberg Field, Weld County, Bill Barrett Corporation. Approves the request for an order to: 1) vacate an approximate 640-acre drilling and spacing unit established by Order No for Section 15, Township 4 North, Range 62 West, 6th P.M.; 2) vacate Order No ; 3) establish an approximate 1,280-acre drilling and spacing unit for the Sections 15 and 22, Township 4 North, Range 62 West, 6th P.M., and approve a total of up to 16 horizontal wells within the unit, for the production of oil, gas and COGCC Minutes March 17, 2014 Page 24 of 31

25 associated hydrocarbons from the Niobrara Formation; and 4) establish an approximate 1,280- acre drilling and spacing unit for Sections 15 and 22, Township 4 North, Range 62 West, 6th P.M. and approve a total of up to four horizontal wells within the unit, for the production of oil, gas and associated hydrocarbons from the Codell Formation. * Order No , Docket No UP-56, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 5 and 8, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. * Order No , Docket No UP-57, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 33 and 34, Township 2 North, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-40, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 3, 4 and 34, Townships 1 North and South, Range 76 West, 6th P.M., for the development and operation of the Codell Formation. * Order No , Docket No UP-41, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-42, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West 6th P.M., for the development and operation of the Codell Formation. * Order No , Docket No UP-43, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 440-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-44, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 640-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. * Order No , Docket No UP-45, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing COGCC Minutes March 17, 2014 Page 25 of 31

26 units established for certain lands in Sections 3 and 34, Townships 1 NOrth and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-46, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. * Order No , Docket No UP-47, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 560-acre designated wellbore spacing unit established for certain lands in Sections 3 and 34, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-48, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 440-acre designated wellbore spacing unit established for certain lands in Sections 34, 35 and 3, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-49, Wattenberg Field, Adams & Weld Counties, Kerr- McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 560-acre designated wellbore spacing unit established for certain lands in Sections 34 and 3, Townships 1 North and South, Range 67 West, 6th P.M., for the development and operation of the Codell Formation. * Order No , Docket No UP-50, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in two approximate 480-acre designated wellbore spacing units established for certain lands in Sections 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell and Niobrara Formations. * Order No , Docket No UP-51, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in two approximate 240-acre designated wellbore spacing units established for certain lands in Sections 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell and Niobrara Formations. * Order No , Docket No UP-52, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 15, 16, 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-53, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 480-acre designated wellbore spacing unit established for certain lands in Sections 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell Formation. COGCC Minutes March 17, 2014 Page 26 of 31

27 * Order No , Docket No UP-54, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interests, in two approximate 240-acre designated wellbore spacing units established for Sections 21 and 22, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell and Niobrara Formations. * Order No , Docket No UP-76, Wattenberg Field, Weld County, Kerr-McGee Oil & Gas Onshore, LP. Approves the request for an order to pool all interests, including leased mineral interest owners, in an approximate 720-acre designated wellbore spacing unit established for certain lands in Sections 13, 14 and 15, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell Formation. * Order No , Docket No UP-59, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests, including leased mineral interests, in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 7, 8, 17 and 18, Township 4 North, Range 63 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-60, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests, including leased mineral interests, in two approximate 400-acre designated wellbore spacing units established for certain lands in Sections 7 and 18, Township 4 North, Range 63 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-61, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 11, 12, 13 and 14, Township 6 North, Range 63 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-62, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests in an approximate 405-acre designated wellbore spacing unit established for certain lands in Sections 22, 23, 26 and 27, Township 4 North, Range 66 West, 6th P.M., for the development and operation of the Codell- Niobrara Formation. * Order No , Docket No UP-82, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests in two approximate 317-acre designated wellbore spacing units established for certain lands in Sections 35 and 2, Township 6 North, Range 63 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-89, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests in four approximate 325-acre designated wellbore spacing units established for certain lands in Section 24, Township 6 North, Range 65 West, 6th P.M., for the development and operation of the Codell or Niobrara Formation. * Order No , Docket No UP-90, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests, including leased mineral interests, in four approximate 297-acre designated wellbore spacing units established for certain lands in COGCC Minutes March 17, 2014 Page 27 of 31

28 Sections 19 and 24, Township 6 North, Ranges 64 and 65 West, 6th P.M., for the development and operation of the Codell or Niobrara Formation. * Order No , Docket No UP-91, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Sections 25 and 36, Township 6 North, Range 65 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-92, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests, including leased mineral interests, in three approximate 320-acre designated wellbore spacing units established for certain lands in Section 25, Township 6 North, Range 65 West, 6th P.M., for the development and operation of the Codell or Niobrara Formation. * Order No , Docket No UP-93, Wattenberg Field, Weld County, Noble Energy Inc. Approves the request for an order to pool all interests in three approximate 402-acre designated wellbore spacing units established for certain lands in Sections 24 and 25, Township 6 North, Range 65 West, 6th P.M., for the development and operation of the Codell and Niobrara Formation. * Order No , Docket No UP-58, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 640-acre designated wellbore spacing unit established for Section 11, Township 3 North, Range 68 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-63, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Section 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-64, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Section 27, Township 5 North, Range 65 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-65, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 19 and 20, Township 4 North, Range 67 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-66, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 16 and 17, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. COGCC Minutes March 17, 2014 Page 28 of 31

29 * Order No , Docket No UP-67, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 16 and 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-68, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 16, 17, 20 and 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-69, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 16 and 17, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-70, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Section 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-71, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Sections 20 and 21, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-72, Wattenberg Field, Weld County, Great Western Operating Company, LLC. Approves the request for an order to pool all interests in an approximate 160-acre designated wellbore spacing unit established for certain lands in Section 20, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-77, Wattenberg Field, Weld County, PDC Energy, Inc. Approves the request for an order to pool all interests in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 30 and 25, Township 5 North, Ranges 64 and 65 West, 6th P.M., for the development and operation of the Codell- Niobrara Formation. * Order No , Docket No UP-78, Wattenberg Field, Weld County, PDC Energy, Inc. Approves the request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Section 15, Township 7 North, Range 66 West, 6th P.M., for the development and operation of the Codell Formation. * Order No , Docket No UP-79, Wattenberg Field, Weld County, PDC Energy, Inc. Approves the request for an order to pool all interests in an approximate 400-acre designated wellbore spacing unit established for certain lands in Sections 19, 30, 24 and 25, COGCC Minutes March 17, 2014 Page 29 of 31

30 Township 5 North, Ranges 64 and 65 West, 6th P.M., for the development and operation of the Codell-Niobrara Formation. * Order No , Docket No UP-81, Wattenberg Field, Weld County, PDC Energy, Inc. Approves the request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Section 25, Township 5 North, Range 65 West, 6th P.M., for the development and operation of the Niobrara Formation. * Order No , Docket No UP-83, Wattenberg Field, Weld County, PDC Energy, Inc. Approves the request for an order to pool all interests in an approximate 320-acre designated wellbore spacing unit established for certain lands in Section 1, Township 6 North, Range 66 West, 6th P.M., for the development and operation of the Niobrara Formation. Order No (AMENDED), Docket No SP-27, Unnamed Field, Gunnison County, SG Interests I, Ltd. On May 6, 2013, the Commission adjudicated the Amended Application after a four hour hearing on the merits of the Amended Application. Order No was entered granting the relief requested in the Amended Application. In February 2014, counsel for the Applicant informed the Staff that publication of the Notice of Hearing, pursuant to (4), C.R.S., in a newspaper of general jurisdiction in the City and County of Denver did not occur. A Second Notice of Hearing was published and no Protests were received. Order No , Docket No GA-02, Bracewell Field, Weld County, Black Raven Energy, Inc. Approves the request for a Variance from Rule 326.b. and Rule 707.a. for its inactive wells and requests an Agreement with the Oil and Gas Conservation Commission wherein it will acknowledge the shut-in and temporarily abandoned wells. Black Raven requests that the financial assurance requirement be modified by the Commission approving its plan for reducing the requirement by returning the inactive wells to production in a timely manner, or by plugging and abandoning such wells on an acceptable schedule. Order No.1V-447, Docket No OV-01, Hyndrex Resources, Approves the AOC with Hyndrex Resources (Operator No ) imposing a $30,000 penalty for violations of Rule 906 (Spills and Releases), Rule 1004.a (Final Reclamation of Well Sites and Associated Production Facilities), and Rule 1103 (Pipeline Regulations- Abandonment) with $15,000 suspended as long as Hyndrex completes all of the corrective actions described in the AOC to the satisfaction of Commission Staff. Order No. 1V-446, Docket No OV-04, Western Operation Company, Approves the AOC with Western Operating Company imposing a $25,000 fine for violations of Rules 905.b. (Closure of Pits, and Buried or Partially Buried Produced Water Vessels), 907.a. (Management of E&P Waste, General Requirements), and 909 (Site Investigation, Remediation, and Closure) at the Forbes 1-14 Well (API # ) in Washington County, Colorado. Order No. 1V-451, Docket No OV-05, Grynberg Petroleum Company, Approves the AOC with Grynberg Petroleum Co. imposing a $50,000 ($25,000 suspended) penalty for violations of Rules 309 (Form 7, Operator s Monthly Production Report), 310 (Form 8, Mill Levy), and 312 (Form 10, Certificate of Clearance) at eight wells. Order No. 1V-453, Docket No OV-08, Hyndrex Resources, Approves the AOC with Hyndrex Resources imposing a $16,000 penalty for violation of Rule 326.b.1 (Mechanical Integrity Testing, Shut-in Wells) at the Ampet/Amoco 9-34 Well (API NO ) and 9 Ampet-Amoco 1-1 Well (API NO ) in Adams County, Colorado. COGCC Minutes March 17, 2014 Page 30 of 31

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