FILEDJAN I 2 2015

SECRETART BOARD OF

OI!-, GAS & MINING

BEFORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

IN THE MATTER OF THE REQUEST FORAGENCY ACTION OF XTO ENERGY INC.FOR AN ORDER: (l) VACATING THEBOARD'S ORDER ENTERED TN CAUSENO.233-l; AND (2\ SUSPENDING UTAHADMIN. CODE RULE R649-3-2 AS TO THEWEST WILLOW CREEK FEDERAL UNIT,COMPRISED OF SECTION 23: LOTS 9-13,E%SE7a; SECTION 24: LOT 2, NE74NW%,St/21'JWV4,EY,, SW% [ALL]; SECTION 25: ALL;SECTION 26: LOTS 4-7,8V2, SW%; TOWNSHIP9 SOUTH, RANGE 19 EAST, S.L.B. & M.,

REQUEST FOR AGENCY ACTION

Docket No. 2015-008

Cause No. 233-02

UINTAH COUNTY UTAH

COMES NOW, XTO Energy Inc. ("XTO"), acting by and through its attorneys,

MacDonald & Miller Mineral Legal Services, PLLC, and pursuant to Utah Code

Ann. $40-6-5(3Xb) and Utah Admin. Code Rule 649-2-3, and hereby requests the Board

of Oil, Gas and Mining (the "Board") to enter an order: (1) vacating the Board's Order

entered on June 22, 1994 in Cause No. 233-l (the "233-l Order"); and (2) suspending

Utah Admin. Code Rule R649-3-2 as to the West Willow Creek Federal Unit (hereinafter

the "Unit"), comprised of the following Uintah County, Utah lands

Townshio 9 South- Ranse 19 East. S.L.B. & M.

Section 23:Section 24:

Section 25:Section 26:

Lots 9 through I3,EY2SEY4Lot2,NE74NW%, S%NW%,E%, SWV4l{lllAllLots 4 through 7,EYz, SW%

(containin g 2,067 .58 acres)

(hereinafter the "Unit Area").

In support of this Request, XTO respectfully states and represents:

1. XTO is a Delaware corporation in good standing, with its principal place of

business in Fort'Worth, Texas, and is duly authoÅzed to conduct business in the State of

Utah. It is duly bonded with all appropriate State of Utah and Federal agencies relevant

to this Cause.

2. All of the oil, gas and associated hydrocarbons underlying the Unit Area

are owned by the United States of America, administered by the Bureau of Land

Management ("BLM"), and subject to the following oil and gas leases:

Lands Federal No

Sec.25: All UTU-39221

Sec.24: E%EY, UTU-68108

Sec.23:

Sec.24:

Sec.26:

Lots 9 through 13,

E%SEY4Lot2,WY2EY2,NE74NW%, S72NW%,sw%Lots 4 through 7,

NEY4,S%

UTU-68625

XTO is the sole lessee and operating rights owner under each of these leases

2

3. The Unit was approved by the BLM effective October l, 1994. As

originally approved, the Unit area encompassed 2,932.08 acres. However, under the

terms of the governing Unit Agreement, the Unit contracted upon the fifth anniversary of

the establishment of its initial participating area (October 1,1999) to its then participating

area boundaries, which constituted 1,29I.49 acres. Effective June 1, 2013, the Unit and

its participating area were expanded to 2,067 .58 acres. All formations underlying the Unit

Area are deemed unitized. All tracts are deemed "fully" or "effectively" committed by

the BLM; there are no uncommitted unit tracts.

4. By the 233-l Order, the Board ordered the establishment and operation of a

gas injection secondary recovery project, encompassing the initial participating area of

the Unit (I,29L49 acres), for the secondary recovery of oil from the Green River

formation by the use of reinjected casinghead gas. In addition, the 233-I Order approved

the conversion of the l-268 Well, located in the NE74NE% of Section 26, Township 9

South, Range 19 East, from a producing gas well to a Class II gas injection well. No

specific well siting or setbacks were addressed in the Order. However, there are no

secondary recovery operations currently occurring and the 233-l Order no longer

corresponds with the Unit's participating atea. Instead, operations within and

development of the Unit Area are being conducted in accordance with only the terms of

aJ

the Unit and Unit Operating Agreements. The need for the 233-l Order no longer exists,

and consequently, it should be vacated.

5. Other than the 233-l Order, there are no other Board orders pertaining to

the lJnit Area. Consequently, and since the 233-l Order does not expressly address well

siting, the general well siting rule set forth in Utah Admin. Code R649-3-2 is applicable

to the entire Unit Area.

6. Generally, the objective of a Federal exploratory unit is to provide for "the

unif,red development and operation of an entire geologic prospect or producing reservoir

so that exploration, drilling and production can proceed in the most efficient and

economical manner by one operator." 2 Rocky Mountain Mineral Law Foundation, Law

of Federal Oil and Gas Leases, $18.01[2] (Lexis Nexis 2009). "Costs are reduced

because the reservoir can be produced by utilizing the most efficient spacing pattern ...

and there is no requirement to drill unnecessary offset welIs." Id.

7. Well location and density patterns within the Unit Area are determined in

accordance with the Unit Agreement and, in particular, the annual plans of Unit

development approved by the BLM. Said plans will be developed on such well density

as the reservoir conditions justiff. Applications for Permit to Drill ("APD's") are

approved by the BLM andlor the Division of Oil, Gas and Mining (the "Division"). XTO

believes and therefore states that development in accordance with the Unit Agreement

4

and approved plans of Unit development is orderly, promotes the greatest recovery of

unitized substances without waste, and is protective of the correlative rights of all

affected parties

8. The Division requires compliance with Utah Admin. Code Rule R649-3-2

(the general statewide well location rule) with respect to wells within Federal exploratory

unit boundaries or requires an exception from the Division of the Board in accordance

with regulation.

9. XTO, in order to allow the greatest flexibility for orderly development and

to account for geologic anomalies and topographical restrictions within the Unit Area,

therefore requests the suspension of Utah Admin. Code Rule R649-3-2 insofar as it

covers the Unit Area. However, to insure the protection of the correlative rights of

owners within lands adjacent to the Unit Area, no future well within the Unit Area may

be located closer than 460 feet from the Unit boundary without administrative approval

of the Division in accordance with Utah Admin. Code Rule R649-3-3.

10. The Board has approved similar suspension of Rule 649-3-2 on multiple

occasions for other Federal exploratory units; specihcally, in Cause No. 191-06 (Ouray

Park II Federal Exploratory Unit); Cause No. 259-01 (River Bend and Little Canyon

Units); Cause No. 268-01 (Love Unit); and Cause No. 173-25 (Natural Buttes Unit). The

5

Board suspended the Rule to allow flexible development under the respective Unit

Agreement and annual plans of development.

11. XTO will separately hle a Certificate of Mailing listing all persons known

to XTO whose legally protected interests will be affected by this Request, and their last

known addresses as disclosed by the BLM and Uintah County realty records. There are

no respondents or adverse parties known at this time to XTO

WHEREFORE, XTO respectfully requests:

1. That this matter be set for hearing on February 25,2015 in Salt Lake City;

That notice of such hearing be given as provided by law; and

That, upon suff,rcient evidence produced and testimony given at the hearing,

a) Vacating the Board's Order entered on June 22, 1994 inCause No. 233-l;

2

J

the Board issue an order:

b) Suspending Utah Admin. Code Rule R649-3-2 as to lands within theUnit Area;

Providing that no future well may be located closer than 460 feet tothe boundaries of the Unit Area without administrative approval ofthe Division in accordance with Utah Admin. Code Rule R649-3-3;

Making such findings and orders in connection with this Request as

it deems necessary; and

Providing for such other and further relief as may be just andequitable under the circumstances.

c)

d)

6

e)

Respectfully submitted this l2rh day of January ,2015

By:

Petitioner's Address:

XTO Energy Inc.Attention: Paul Keffer, Sr. Staff Landman810 Houston StreetFort V/orth, TX 76102-6298Telephone: (817) 885-1 13 IE-Mail: Paul Keffer@,xtoenersy.com

FMM:SAL:nmc1600. l3

M¡.cDONALD & MILLERMINERAL LEGAL SERVICES, PLLC

ler, Esq.

Esq

7090 S. Union Park Avenue, Suite 400Midvale, UT 84047Telephone: (801) 676-0050Facsimile: (801) 676-0051E-Mails: seth@macmillerlegal.com

fred@macmi ll erle gal. c om

Attorneys for Petitioner XTO Energy Inc.

A

Õ

7

FALffiMJÅË\d t '{ 2015

SäONETÂËqY, ßOAAD OF0ß1, GÅ$ e tuîlh,lll\¡G

BEFORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

IN THE MATTER OF THE REQUEST FORAGENCY ACTION OF XTO ENERGY INC.FORAN ORDER: (1) VACATING THEBOARD'S ORDER ENTERED IN CAUSENO.233-l; AND (2) SUSPENDING UTAHADMIN. CODE RULE R649-3-2 AS TO THEWEST WILLOW CREEK FEDERAL UNIT,COMPRISED OF SECTION 23: LOTS 9-13,E%SEY+; SECTION 24: LOT 2, NE%NW%,Sy2NWy4, EY', SW% [ALL]; SECTION 25: ALL;SECTION 26: LOTS 4-7,8y2, SW%; TOWNSHIP9 SOUTH, RANGE 19 EAST, S.L.B. & M.,

CERTIFICATE OF SERVICE

Docket No. 2015-008

Cause No. 233-02

UINTAH COUNTY UTAH

XTO Energy Inc. ("XTO"), acting by and through its attorneys, MacDonald &

Miller Mineral Legal Services, PLLC, hereby certif,res that the following constitutes, to

the best of XTO's knowledge, a list of all parties whose "legally protected interests" will

or may be affected by XTO's Request for Agency Action dated January 12,2015 and on

hle in the captioned cause (the "Request"):

Bureau of Land ManagementUtah State OfficeAttn: Roger L. Bankert440 West 200 South, Suite 500

Salt Lake City, UT 84101

Royalty Repository II, LLCP.O. Box 41027Houston, TX7724l-1027

Bureau of Land ManagementVernal Field OfficeAttn: Jerry KencZka170 South 500 EastVernal, UT 84078

Maurice W. Brown516 S. Greeley HighwayCheyenne, WY 82007

Maurice W. Brown Oil & Gas, LLC516 S. Greeley HighwayCheyenne, WY 82007

Jack B. GainsHeir of Alice A. Sheverbush795 W. Arbor Ridge DriveGreen Valley, AZ 85614

Dorothy M. StraddeckHeir of Alice A. Sheverbush24001Sprig StreetMission Viejo, CA9269l

Louise A. Shaffer and Terry N. Shaffer,Joint TenantsHeirs of Alice A. Sheverbush14930 Leland RoadBeaver Creek, OR 97004

Bonnie J. BrownHeir of Alice A. Sheverbush418 Thoroughbred LaneCheyenne, WY 82009

FREILLC-II324 Garden StreetGolden, CO 80403

Front Range Energy Investors, LLC324 Garden StreetGolden, CO 80403

The undersigned further certihes that he caused true and correct copies of said

Request, to be mailed, properly addressed, postage pre-paid, and certified with retum

receipt requested, to said parties on this l4th day of January ,2015.

M¡.cDONALD & MILLERMINERAL LEGAL SERVICES, PLLC

By:Esq

Attorneys for Petitioner XTO Energy Inc

FMM:SAL:nmcl 600.1 3

A.

2

ffififf*ffiJAF,¡ ? fi 2015

$EORË'rAP,{ BoARÐ 0FOIL, GAS & fulINING

BEFORE THE BOARD OF'OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

IN TT{E MATTER OF THE REQUEST FORAGENCY ACTION OF XTO ENERGY INC.F'OR AN ORDER: (1) VACATING THEBOARD'S ORDER ENTERED IN CAUSENO.233-1; AND (2) SUSPENDING UTAHADMIN. CODE RULE R649-3-2 AS TO THEV/EST WILLOW CREEK FEDERAL UNIT,COMPRISED OF SECTION 23: LOTS 9-13,E%SEV+; SECTION 24: LOT 2, NE74NW%,SVzNWt/+, E/2, SW% [ALL]; SECTION 25: ALL;,SECTION 26: LOTS 4-7,EYz, SW%; TOWNSHIP9 SOUTH, RANGE 19 EAST, S.L.B. & M.,

PETITIONER'S EXHIBITS

Docket No. 2015-008

Cause No. 233-02

UINTAH COUNTY UTAH

Pursuant to Utah Admin. Code Rule R641-105-500, Petitioner XTO Energy Inc.

("XTO"), by and through its counsel of record, MacDonald & Miller Mineral Legal Services,

PLLC, hereby respectfully submits the following exhibits intended to be offered into evidence in

support of its Request for Agency Action ("RAA") at the February 25, 2015 hearing on this

cause:

EXHIBIT '(A)) - XTO's witnesses' resumes (collectively 3 pages)

o Paul Keffer - Senior Staff Land Representativeo James Kwolek - Production Geologist

True and correct copy of the Board's Order entered in CauseNo. 233-l (collectively 7 pages).

Plat of V/est Willow Creek Federal Unit, as expanded, comparedwith the lands covered by the 233-I Order (1 page).

EXHIBIT (SB)) _

EXHIBIT "C)) _

SAL:mk 1600.13

EXHIBIT "D" -

EXHIBIT "E" -

EXHIBIT "Z" -

Plat of existing well development in the West Willow Creek Federal Unit (1 page).

True and correct copy of the Unit Agreement for the West Willow Creek Federal Unit with Section 16 on Conservations highlighted (17 pages).

True and correct copies of return receipts indicating receipt by, or of the mailings returned as undeliverable to, or of U.S. Post Office inquiries as to the status of mailings to, parties identified in the Certificate of Service dated January 14, 20 15 on file in this Cause of the Request for Agency Action, as of January 23, 2015 (to be supplemented prior to hearing) (collectively 8 pages).

Respectfully submitted this 26111 day of January, 201 5.

MACDONALD & MILLER MINERAL ERVICES, PLLC

Attorneys for Petitioner XTO Energy Inc.

2

Paul L. Keffer Senior Staff Land Representative

XTO Energy Inc., A wholly owned subsidiary of

Exxon Mobil Corporation

Contact information: 810 Houston St., Fmi Worth, TX. 76102 817-885-1131

Education: B.A. from The University of Oklahoma, 1981 J.D. from The University of Oklahoma, 1984

Work Experience: Employed by Exxon Company U.S.A. August, 1984 (30 Yz years)

August, 1984 to July, 1986: Oklahoma City Southwestern Exploration District office Areas of responsibilities included Texas Panhandle, Kansas and Oklahoma. Type of work performed included record checking, title curative, surface inspections

and leasing.

August, 1986 to August, 1990: Midland Southwestern Exploration Division office Areas ofresponsibilities (1986-1989) included West Texas; (1989-1990) Rockies Type of work performed (1986-1989) included record checking, title curative, leasing,

negotiating and drafting JOAs and trade agreements; (1989-1990) included leasing Federal lands and forming Federal Exploratory Units.

September, 1990 to July, 1995: Midland Southwestern Production Division office Areas of responsibilities included stewardship of all Exxon operated Federal Units in the

Rockies. Type of work performed included leasing Federal and Fee lands, forming new Federal

Exploratory Units, and Exxon's representative on the 1994 RMMLF re-write committee for the Federal Unit Operating Agreement Form 2. Became regarded within Exxon as its Federal Units expe1i.

August, 1995 to August, 1997: Houston Downtown Production Organization office Areas ofresponsibilities included all onshore U.S. production areas, sans California. Type of work performed included maximizing Production Assets by promoting acreage

for Joint Ventures, reviewing prospect proposals by other companies, negotiating various forms of trade agreements, JOAs, and continuing to provide guidance internally on Federal Unit matters.

September, 1997 to December, 1999: Houston Central Production Office Areas of responsibilities included East Texas. Type of work performed included negotiating and drafting various forms of trade

agreements, negotiating and drafting JO As and stewardship of Exxon surface fee acreage.

January, 2000 to January 2005: ExxonMobil U.S. West Production Organization in Houston. Areas ofresponsibilities included West Texas and Southeast New Mexico. Type of work performed included negotiating and drafting various forms of trade

agreements, negotiating and drafting JOAs and stewardship of ExxonMobil surface fee acreage.

February, 2005 to October, 2006: ExxonMobil U.S. Production Company, Houston. Areas of responsibilities included Rockies. Type of work performed included leasing, negotiating and drafting Joint Venture

Agreements, negotiating and drafting JOAs and Federal Unit Operating Agreements, and assisting JV partners in forming Federal Exploratory Units.

November, 2006 to May, 2007: U.S. Production Company, Houston. Areas of responsibilities included South Texas Type of work performed included negotiating and drafting Joint Venture Agreements.

June, 2007 to January, 2012: U.S. Production Company, Houston. Areas of responsibilities included Rockies. Type of work performed included leasing, negotiating and drafting various trade

agreements, stewarding ExxonMobil Piceance Units, both operated and OBO JV units.

February, 2012 to Present: Transferred with Rockies assets to XTO Energy Inc. Areas of responsibilities include Utah and Colorado. Type of work performed includes stewardship of all corporate assets in Utah and

Colorado.

Qualified as an Expert Witness by the Utah Board of Oil, Gas and Mining at hearing dated February 27, 2013.

James Michael KWOLEK

Current Employer: XTO Energy Company (January 2012-February 2015)

Relevant Work Experience: Production geologist responsible for stewarding all Company assets across Uinta Basin including 600+ wellbores & 75,000 acres; with focus on Buzzard Bench FeITon coal bed methane & Natural Buttes tight gas. Roles include initiating & facilitating drilling and workover programs plus play development of Green River I Wasatch I Mesaverde I Mancos opportunities through structural & stratigraphic mapping, petrophysical evaluation, & production data analysis. Also Company geologist for dual platform Alaska Cook inlet Middle Ground Shoal Field asset; Mentor role to geologists working Piceance and San Juan basins; and In-house instructor of fundamental geologic principles for Entry Level Field Operators. Company representative for the Utah Mancos Advisory board.

Previous Employer & Work Experiences: ExxonMobil Companies (December 1985-December 2011)

Twenty six years of petroleum geology work, reservoir & petroleum geology skill refinement, and analytical experience at ExxonMobil, with assignments in the corporations Production, Development, and Exploration US offices; two years of operations experience on all continents except Antarctica, assignment in Malaysia working an exploration drilling campaign in Niger; and a two year internship centered around Unconventional Resources. Work endeavors have encompassed opportunity generation, field development & depletion planning, and business judgement & commercial understanding. Enabling skills include subsurface field mapping, stratigraphy & facies analysis, in-place & recoverable volume estimation, uncertainty in developing & producing fields, integration of multi-disciplinary data, and 2 & 3-D seismic interpretation. Career assignments have involved planning, drilling, and working over hundreds of wells that have included both siliciclastic and carbonate reservoirs, conventional oil to tight gas plays, sediments deposited from alluvial plain to near shore to deep water marine environments, from Cambrian to Tertiary age, from near surface to over 15,000 feet MD drilldepth.

Additional Employers: Indiana Geologic Survey (1984-1985) & United States Geological Survey (1982-83)

Previous Regulatory Testimony & Submittals: Formally recognized as expert in geology before Utah Board of Oil, Gas and Mining; New Mexico Oil Conservation Commission; Wyoming Oil & Gas Commission; Colorado Department of Wildlife onsite inspections; North Piceance Development Plan review to Bureau of Land Management

Academic Credentials: Indiana University, Master of Science in Geology, 1985 & University of Illinois, Bachelor of Science in Geology, 1982

*""'' ... ,.._

BEFORE THE BOARD OF OIL, GAS AND MINING DEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

---00000---

ORDER

IN THE MATTER OF THE AMENDED REQUEST FOR AGENCY ACTION · OF PG&E RESOURCES COMPANY FOR AN ORDER ESTABLISHING A GAS INJECTION PARTICIPATION AREA WITHIN AN EXPLORATION UNIT FOR THE SECONDARY RECOVERY OF OIL FROM THE GREEN RIVER FORMATION IN A PORTION OF SECTIONS 23, 24,

DOCKET NO. 94-016

25 AND 26 OF TOWNSIIlP 9 SOUTH,RANGE19EAS~UINTAH COUNTY, UTAH_·

---00000---

CAUSE NO. 233-1

Pursuant to proper notice, this matter was heard before the Board of Oil, Gas and

Mining (the "Board") at its reg~larly scheduled meeting at 10:00 a.m. on June 22, 1994,

in the BQardroom of the Division of Oil, Gas and Mining, Sufte 520~ 355 West North

Temple, 3 Triad Center, Salt Lake City, Uta~. The following B~ard Members,

constituting a qu~rum, were present and participated in the hearing aud the decisfon

embodied herein:

Judy F. Lever, Acting Chair Kent G. Stringham Jay L. Christensen Raymond Murray .Thomas B. Paddies Elise L. Erler

EXHIBITS

' '

The Board was represented by William R. Richards, Assistant Attorney General;

and the Division of Oil, Gas and Mining (the 11Division11) was represented by Thomas A.

Mitchell, Assistant Attomey General.

Members of the Division present and participating in the hearing included Jam es

W. Carter, Director; Ronald J. Firth, Associate Director, Oil & Gas; Gil Hunt, Manager,

Underground Injection Control Program; Frank R. Matthews, Petroleum Engineer; ·

Bradley Hill, Petroleum Geologist; and Mary Ann Wright, Acting Associate Director,

Mining. ·

represented by Robert Henricks and Mickey Coulthard.

The following appeared at the Hearing:

PG&E Resources Company By: Alan A. Enke

Ray, Quinney & Nebeker Salt Lake· City, Utah

Testimony was received from, and exhibits were introduced on behalf of PG&E

Resources Company by Jerry Anderson, Landman; John Wingert, Geologist; and Andre

Meyer, Engineer.

Houston Kauffman of CNG Producing Company, the only other working interest

own~~ in the unit area, appeared in support of PG&E's application.

No one appeared in opposition to the application.

2

The Board, having considered the testimony, exhibits, and evidence presented and

the statements made by the participants at the hearing, now makes and enters the

following:

FINDINGS OF FACT

1. On May 10, 1994 (as amended May 18, 1994), Applicant, PG&E Resources

Company ("PG&E11), submitted a Request for Agency Action for an Order establishing a

gas injection project within a participating area of an exploration unit for the secondary

recovery of oil from the Green River Formation in a portion of Sections 23, 24, 25, and

26 of Township 9 South, Range 19 East, Uintah County, Utah, and approving the

conversion of the 1-26B Well, located in the NE1/4NE1/4 of Section 26, Township 9

South, Range 19 East, from a producing ga8 well to a Class II gas injection well.

2. The exploration unit is known as the West Willow Creek Unit and covers

the following tracts of land ("Unit Area"):

Township 9 South, Range 19 East, S.L.B. & M.

Section 12: Section 13: Section 23: Section 24: Section 25: Section 26:

Lots 5 & 7, SEl/4 Lots, 1, 2, 3 & 4, SE1/4NW1/4, El/2SW1/4, El/2 Lots 9, 10, 11, 12 & 13, E1/2SE1/4 Lot 2,. SW1/4NW1/4, E1/2NW1/4, SWl/4, El/2 All Lots 4, 5, 6 & 7, SWl/4, El/2

3. The primary participating area will cover production from wells.located on

the following tracts of land ("PA"):

3

Township 9 South, Range 19 East, S.L.B. & M

Section 23: Section 24:

Section 25: Section 26:

Lots 12 & 13, SE1/4SE1/4 East 40 acres of Lot 2, SW1/4NW1/4, El/2NW1/4, SWl/4, Wl/2SE1/4, SE1/4SE1/4 NWl/4, Nl/2NE1/4, SW1/4NE1/4, Nl/2SW1/4 NW1/4SE1/4 Lots 4 & 7, NEl/4, NE1/4SW1/4, Nl/2SE1/4

4. PG&E is the operator of six oil wells and one gas well which have been

drilled in the various 40-acre locations within the PA. CNG .Producing Company

(11CNG") is the only other joint interest owner in the wells in question.

5. One of the wells, the 1-26B, revealed a gas cap when the well flowed at

2700 McfD of gas with only 2 BOPD. Other we1ls in the: PA hav~ shmvn steadily

increasing rations of gas production to oil production so that depletion of the gas cap

and waste of the resource have become a significant concern.

6. Continued production of wells without unitization would result in depletion

of reservoir energy from the gas cap and reduce fut:ure oil recoveries from the pool.

7. It is estimated that an additional 250,000 bai:rels of oil will be produced

from the field .if the gas pressure maintenance is employed in a secondary recovery

procedure, and that the value of the increased production of oil, when diminished by

additional costs, will result in an incremental net income for the project in the amount of

$2,265,000.

8. The owners of the ·working interests in the Unit Area, PG&E Resources

Company and CNG Producing Company, have agreed on an equity allocation of costs

and production consistent with industry standards.

4

r \

9. The plan of operations for the gas injection secondary recovery project has

been approved by more than 70 percent of all interest owners in the Unit Area.

10. InformatioJ?. obtained from the drilling and production of the wells on the

Subject Property, indicates that the approval of the gas injection secondary recovery

program within the PA and its operation would prevent waste, would allow for the

greater recovery of oil from the Subject Property, and would protect.the correlative

rights of the owners of the Subject Property and the owners of interests in the

surrounding lands.

11. The conversion of the 1-26B Well to a Class II injection well is necessary

in order to provide for secondary recovery through the reinjection of gas into the Green

River Formation.

12. The Engineering and Geological Report (which was entered into the

record as Exhibit 11), contains a plan of development which wiH accomplish the goals of

pressure maintenance in the reseivoir and the secondary recovery of oil and gas in the

Unit for secondary recovery.

CONCLUSIONS OF LAW

1. Due and regular notice of the tiine, place and subject matter of this

hearing in Cause No. 233-1, Docket No. 94-016, was· given to all interested persons in

accordance with the applicable law, and with the rules, practices and orders of the Board

pertaining to this matter.

5

2. The Petition of PG&E Resources Company in this matter was properly

before the Board at the hearing, and the Board has jurisdiction over the matters

contained therein.

3. In order to prevent waste, to obtain a greater recovery of oil from the

Subject Property, and to protect the correlative rights of the owners of the Subject ~

Property and the owners of interests in the surrounding lands, the Board should grant its

approval of the application for the establishment of a gas injection project within the PA

of the Unit Area, to allow the use of casing head gas for secondary recovery, and to

allow the conversion of the 1-26B Well into an injection well for th1s purpose.

4. The Board has jurisdiction of operations for secondary recovery pursuant

to Utah Code Ann. § 40-6-5, (1953, as amended).

ORDER

IT IS HEREBY ORDERED THAT:

1. The establishment and operation of a gas injection secondary recovery

project within the participating area of the West Willow Creek Unit located in Sections

23, 24, 25 and 26 of Township 9 South, Range 19 East, S.L.B. & M., Uintah County,

Utah, by PG&E Resources Company as operator, for the secondary recovery of oil from

the Green River Formation by the use of reinjected casinghead gas is approve.cl;

2. The conversion of the 1-26B Well, located in the NE1/4NE1/4 of Section

26, Township 9 South, Range 19 East, from a producing gas well to a Class II gas

injection well is approved; and,

6

f.-

1'

3. The action taken by the Board is in the public interest in that it promotes

conservation, increases ultimate recovery, prevents waste, and protects the correlative

rights of all parties having an interest in the Subject Property and in the surrounding

acreage ..

ENTERED this 22nd day of June, 1994.

STATE OF UTAH BOARD OF OIL, GAS AND MINING

Dave D. Lauriski, Chairman

7

WEST WILLOW CREEK UNIT (Expanded) AND

EXPANDED PARTICIPATING AREA TOWNSHIP 9 SOUTH, RANGE 19 EAST, S.L.M.

UINTAH COUNTY, UTAH R19E

4Uf0

JU(O

CV UTU-6&15~5

"-'TO El'."'E:ROY lNC. HBP

• I I I I I I:

X'rr.I r -.; rnc.v E '""· llPIP

® lJTU-eDl ODi

: --~ Cl

~ . -~ c g

.. 3 E

~ e

.. _ t:TL'- 6$6!1.S L"TU- 3D~ :21 I- C ::.., t :JI..» I .... -' • ~~ ~ • •• •Jl I I_ •• I I ..... I r-•" I I--~ I Lr1 I I 1 I I I m I I I I I ' I I I • I I •• ' I I I I I I ' ' ' I • I •• I I •..LI I I I I ' • ...-. , . ~

FEDERAL LANDS Tract 11 UTU-39~~ 1

Tract .s1 UTU-Gsi.oa Tract 4t UTU-686i!~

0 0.126 0 . ::2.5 0 .6

11i11 __ ..,IJ ~33-1 ORDER

@ TRACT NUMBERS

0.76 1 --=::mm:=i _____ ::=::=::=::==i _____ Mile:;

T 9 s

Docket No. 2015-008 Cause No. 233-02 Exhibit C

~6916000) ~ -- , __ ~4-9-19 /MESAVC ROE

EXISTING WELL DEVELOPMENT IN THE WEST WILLOW CREEK UNIT (Expanded)

43047357330000 LAM8TRUST

24-14·9·19 MESAVERDE

\ '

- ..... 'l.:>V'I ( .:>.C:O f I 111111

---•VI~

' ' 03-248

GREEN RIVER

14~ 047324470000

FEDERAL 05-248

~ C REENRIVER , . • 43047322270000

FEDERAL 7-248

I \ )

I

43047322230000

L 3047364250000 LAM8TRUST

12-23-9-19

4~4732446000D 23 I FEDERAL

I 9-~38

( ,..

F~~-~~:L L'1 GREEN RIVER

• I

~ ~

I ' 43047324180000 FEDERAL

13-248 GREENRIVER

•

43047324200000 FEDERAL

15-248 GREEN RIVER

' 4304732248000 ) 43047324170000

FEDERAL I ~wl...IV"\

01-268 GREEN RIVER

• v .:>-.£ .... u

GREEN RIVER

• 43047304060000 RIVER BEND UNIT

07-258 GREENRIVERIWASATC

•

I I

I

I

I

I I

2() UINT.-JI COUNTY. UTAH, UINTA DASIN

WEST WILLOW CREEK UNIT

TPS_R1PE

I 3047322370000

FEDERAL 13-268 I WASATCH

I +

Docket No. 2015-008 Cause No. 233-02

POSTED WELL DATA

2 500

FEET

Exhibit D

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

) --·-

uNrr AGREEMENJT

FOR THE DEVELOPMENT ANQ OPEll.ATION

OF THE

WEST WILLOW CREEK ui'm' AREA

COUNTY OF UINTAH

STATE OF UTAH

NO··---------'-

THIS AGREEMENT, entered into as of the 14th: day of June, 1994, by and between the parties subscnoing, ratifyjng, or consenting hereto, and hereih referred to as the "parties hereto,"

WITNESSETH: '

WHEREAS, the parties hereto are the owners of working, royalty, or other oil and gas interests in the unit area subject to this agreement; and

WHEREAS, the Mineral Leasing Act ofFebruary 25, 1920, 41 Stat. 437, as amended, 30 U. . S. C. Sec. 181 et seq., authorizes Federal lessees and their frepresentatives to unite with each other,

o:i: jointly or separately with others, in collectively adoptjtig and operating under a unit plan of development or ()peration of any oil and gas pool, field, 9r like area, or any part thereof for the purpose of more properly conserving the natural resources thereof whenever determined and certified by the Secretary of the Interior to be necessary or ~dvisable in the public interest; and

WHEREAS, the parties hereto hold ·sufficient interests in the West Willow Creek Unit Area covering the land hereinafter described to give reasonably effective control of operations therein; and

WHEREAS, it is the purpose of the parties heretp to conserve natural resources, prevent waste, and secure other benefits obtainable through develop,nient and operation of the area subject to this agreement under the tenns, conditions, and limitations· il:erein set forth;

NOW, THEREFORE, in consideration of the preinises and the promises herein contained, the parties hereto commit to this agreement their respectiv~ interests in the below-defined unit area and agree severally among themselves as follows:

1. ENABLING ACT AND REGULATIONS. The Mineral Leasing Act of February 25, 1920, as amended, supra, and all valid pertinent regulaP,ons including operating and unit plan regulations, heretofore issued thereunder or valid, pertin~nt and reasonable regulations hereafter issued thereunder are accepted and made a part of this agr~ement as to Federal lands, provided such regulations are not inconsistent with the terms of this agree\nent; and as to non-Federal lands, the oil and gas operating regulations in effect as of the effective date hereof governing drilling and producing operations, not inconsistent with the terms her~of or the laws of the State in which the non-Federal land is located, are hereby accepted a,nd made \l part of this agreement.

2. UNIT AREA. The area specified on the map attached hereto, marked Exlu1iit "A," is hereby designated and recognized as constituting the unit area, containing 2,932.08 acres, more or less. ·

Exhibit "A" shows, in addition to the boundary of the unit area, the boundaries and identity of tracts and leases in said area to the extent known to the Uµit Operator. Exhibit "B" attached hereto is a schedule showing to the extent known to the Unit Operator, the acreage, percentage, and kind of ownership of oil and gas interests in all lands in the unit area. However, nothing herein or in Exlu1iits "A" or "B" shall be construed as a· representation by any, party hereto as to the ownership of any interest other than such interest or interests as are shown in the Exhibits as owned by such party. Exhibits "A" and "B" shall be revised by the Unit Operato~ whenever changes in the unit area or in

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40

. 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

)

the ownership interests in the individual tracts render such r~vision necessary, or when requested by the Authorized Officer, hereinafter referred to as "AO" and~not less than four copies of the revised Exlnoits shall be filed with the prop er Bureau of Land Management office.

The above-described unit area shall when practicable be expanded to include therein any additional lands or shall be contracted to exclude lands wlienever such expansion or contraction is deemed to be necessary or advisable to conform with the purposes of this agreement. Such expansion or contraction shall be effected in the following mli.nner: ·

(a) Unit Operator, on its own motion (after preliminary concurrence by the AO), or -on. demand of the AO, shall prepare a notice of proposed ¢xpansion or contraction describing the contemplated changes in the boundaries of the unit are'a, the reasons therefor, any plans for additional drilling, and the proposed effective date of the expansiQn or contraction, preferably the first day of a month subsequent to the date of notice.

(b) Said notice shall be delivered to the proper Blireau of Land Management office, and copies thereof mailed to the last known address of each V.:orking interest owner, lessee and lessor whose interests are affected, advising th.at 30 days will be allowed for submission to the Unit Operator of any objections. ·

(c) Upon expiration of the 30-day period provided in the preceding item (b) hereof: Unit Operator shall file with the AO evidence of mailing of the notice of expansion or contraction and a copy of any objections thereto which have been filed :with Unit Operator, together with an application in triplicate, for approval of such expansion or contraction and with appropriate joinders.

(d) After due consideration of all pertinent infonna:tion, the expansion or contraction shall, upon approval by the AO, become effective as of the date prescribed in the notice thereof or such other appropriate date.

(e) All legal subdivisions oflands (i.e., 40 acres by, Government survey or its nearest lot or tract equivalent; in instances of irregular surveys, unusually:hrge lots or tracts shall be considered in multiples of 40 acres or the nearest aliquot equivalent thereof), no parts of which are in or entitled to be in a participating area on or before the fifth anniversazy of the effective date of the first initial participating area established under this unit agreement, sliall be eliminated automatically from this ,. agreement, effective as of said fifth anniversary, and such J.imds shall no longer be a part of the unit area and shall n<;> longer be subject to this_ agreement, ¥ess -diligent drilling operations are in progress on unitized lands not entitled to participation on isaid fifth anniversary, in which event all such lands shall reinain subject hereto for so long as such dfilling operations are continued diligently, with not more than 90 days' time elapsing between th¢ compl_etion of one such well and the con:µnencement of the next such well. All legal sub~sions of lands not entitled to be in a participating area within 10 years after the effective d~te of the first initial participating area approved under this agreement shall be automatically elimilj.ated from this agreement as of said tfill:th anniversary. The Unit Operator shall, within 90 days after the effective date of any elimination li.ereunder, descnoe the area so eliminated to the satisfa<?tion of the AO and promptly notify all parties in interest .. All lands reasonably proved productive (>funitized substances in paying quantities by diligent drilling operations after the aforesaid 5-year period shall become participating in the same manner as during said first 5-year period. However, when :such diligent drilling operations cease, all non-participating lands not then entitled to be in a participating area shall be automatically eliminated effective as of the 9 lst day thereafter. · · ·

Any expansion of the unit area pursuant to this s-ection which embraces lands theretofore eliminated pursiiant to this subsection 2( e) shall not be considered automatic commitment or recommitment of such lands. 1f conditions warrant extension of the 10-year period specified in this subsection, a single extension of not to exceed 2 years ;may be accomplished by consent of the owners of90% of the working interest in the current non-participating unitized lands and the owners of 60% of the basic royalty interests (exclusive of the basic royalty interests of the United States) in non-participating unitized lands with approval of the AO, provided such extension application is submitted not later than 60 days prior to the expiration of s.hld 10-year period.

3; UNITIZED LAND AND UNITIZED SUBSTANCES. All land now or hereafter committed to_ this agreement shall constitute land referr~d to herein as "unitized land" or "land

2

1 .2 3 4 5 6 7 8 9 10

. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 so 51 52 53 54 55 56 57 58 59 60 61

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

subject to this agreement". All oil and gas in any and all fopnations of the unitized land are unitized under the terms of this agreement and herein are called "uni9zed substances".

4. UNIT OPERATOR. PG&E Resources Compaµy is hereby designated as Unit Operator and by signature hereto as Unit Operator agrees and cons~ts to accept the duties and obligations of Unit Operator for the discovery, development, and prod,uction of unitized substances as herein proVided. Whenever reference is made herein to the Unit pPerator, such reference means the Unit

. Operator acting in that capacity and not as an owner of int\')rest in unitized substances, and the term "working interest owner" when used herein shall include oHefer to Unit Operator as the owner of a working interest only when such an interest is owned by it. :

i

5. RESIGNATION OR REMOVAL OF.UNIT QPERATOR. Unit Operator shall have the right to resign at any time prior to the establishment of a participating area or areas hereunder, but such resign!ltion shall not become effective so as to r~lease Unit Operator from the duties and obligations of Unit Operator and terminate Unit Operator'~ rights as suchfor a period of 6 months after notice of intention to resign has been served by Unit ;Operator on all working interest owners and the AO and until all wells then drilled hereunder are placed in a satisfactory condition for suspension or abandonment, whichever is required by the 1\'0, unless a new Unit Operator shall have been selected and approved and shall have taken over and a~sumed the duties and obligations of Unit Operator prior to the expiration of said period. ·

Unit Operator shall have the right to resign in like ipianner and subject to like limitations as above provided at any time after a participating area estab~ed hereunder is in existence, but in all instances of resignation or removal, until a successor Unit Operator is selected and approved ·as hereinafter provided, the working interest owners shall be jointly responsible for performance of the duties of Unit Operator, and shall not later than 30 days before such resignation or removal becomes effective appoint a common agent to represent them in any action to be taken hereunder.

The resignation of Unit Operator shall not release Unit Operator from any liability for any default by it hereunder occurring prior to the effective date of its resignation.

The Unit Operator may, upon default or failure in tb,e performance of its duties or obligations hereunder, be subject to removal by the same percentage v.bte of the owners of working interests as herein provided for the selection of a new Unit Operator. Such removal shall be effective upon notice thereof to the AO.

The resignation or removal of Unit Operator under this agreement shall not terminate its right, title, or interest as the owner of a working interest ot other interest in unitized substances, but upon the resignation or removal of Unit Operator becoming effective,· such Unit Operator shall deliver possession of all wells, equipment, materials, and appurtenances used in conducting the unit operations to the ·new duly qualified successor Unit Oper~tor or to the common agent, if no such new Unit Operator is selected, to be used for the purpose;of conducting unit operations hereunder. Nothing herein shall be construed as authorizing reihoval of any material, equipment, or appurtenances needed for the preservation of any wells.

1

6. SUCCESSOR UNIT OPERATOR. Wheneve:i: the Unit Operator shall tender his or its resignation as Unit Operator or shall be removed as her,binabove provided, or a qhange of Unit Operator is negotiated by the working interest owners, the pwners of the working interests according to their respective acreage interests in all unitized land shajl, pursuant to the Approval of the Parties requirements of the unit operating agreement, select a suc~essor Unit Operator. Such selection shall not become effective until:

' . (a) a Unit Operator sci selected shall accept in writing the duties and responsiliilities of Unit

Operator, and ·

(b) the selection shall have been approved by the A.O.

If no successor Unit Operator is selected and qu3.l.ified as herein provided, the AO at his election may declare this unit agreement terminated.

3

1 2 3 4 5 6 7 8 9 10 11

.12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

._)

7. ACCOUNTING PROVISIONS AND UNI'Ji. OPERATING AGREEMENT. If the Unit. Operator is'not the sole owner of working intere~s, costs and expenses incurred by Unit Operator in conducting unit operations hereunder shall be{paid and apportioned among and borne by the owners of working interests, all in accordance with th~ agreement or agreements entered into by and between the. Unit Operator and the owners of working, interests, whether one or more, separately or collectively. Any agreement or agreements entered intq between the working interest owners and the Unit Operator as provided in this section, whether one :or more, are herein referred to as the "unit operating agreement". Such unit operating agreement s4all also provide the manner in which the working interest ·owners shall be entitled to receive their respective proportionate and allocated share of the benefits accruing hereto in conformity with their u1.derlying operating agreements, leases, or other independent contracts, and such other rights and ob~gations as between Unit Operator and the working interest owners as may be agreed upon by Unit 0perator and the working interest owners; however, no such.unit operating agreement shall be deen;ied either to modify any of the terms and conditions of this unit agreement or to relieve the Unit Op~rator of any right or obligation ·established under this unit agi:eement, and in case of any inconsisten?y or conflict between this agreement and the unit operating ·agreement, this agreement shall gov~m. Two copies of any unit operating agreement executed pursuant to this section shall be filed in the proper Bureau of Land Management office, prior to approval of this unit agreement.

8. RIGHTS AND OBLIGATIONS OF UNIT OPERATOR. Except as otherwise specifically provided herein, the exclusive right, privilege, lmd duty of exercising any and all rights of the parties hereto which are necessary or convenient 1for prospecting· for, producing, storing, allocating, and distributing the unitized substances are her~by delegated to and shall be exercised by the Unit Operator as herein provided. Acceptable eviden9e of title to said rights shall be deposited with Unit _Operator and, together with this agreement~ shall constitute and define the rights, privileges, and obligations ofUnit Operator. Nothing herein, however, shall be construed to transfer title to any land . or to any lease or operating. agreement, it being understood that under this agreement the Unit Operator, in its capacity as Unit Oper~tor, shall exercise the rights of possession and use vested.in the parties hereto only for the purposes ~~rein specified.

\ 9. INITIAL PARTICIPATING AREA. Effective as of the effective date of this

agreement, an initial participating area for the Green Rfyer Formation shall be established. Said participating area may be ·expanded in accordance with~ Section 11 of this agreement whenever unitized substances shall be discovered which can be pro di.iced in paying quantities (to-wit: quantities sufficient to repay the costs of drilling, completing and;producing operations, with a reasonable profit).

10. PLAN OF FURTHER DEVELOPMENT AND OPERATION. Within 6 months after the effective date of this agreement, the Unit Operator\shall submit for approval of the AO an acceptable plan of development and operation for the utiitized land which, when approved by the AO, shall constitute the :further drilling and/or developme~t obligations of the Unit Operator under this agreement for the period specified therein. Thereafteri from time to time before the expiration of any existing plan, the Unit Operator shall submit for the approval of the AO a plan for an additional ·specified period for the development and operation of th~ unitized land. Subsequent plans shollid · normally be filed on a calendar year basis not later t4an March 1 each year. Any proposed modification or addition to the existing plan should be :file4 as a supplement to the plan.

Any plan submitted pursuant to this section shall lProvide for the timely exploration ·of the unitized area, and for the diligent drilling necessary for determination of the area or areas capable of producing unitized substances in paying quantities in each (ind evezy productive formation. This plan shall be as complete and adequate as the AO may detenn#ie to be necessary for timely development and proper conservation: of the_ oil and gas resources oftheunitized area and shall:

(a) specify the number and locations of any wells to be drilled and the proposed order and time for such drilling; and

(b) provide a summazy of operations and production for the previous year.

Plans shall be modified or supplemented when ne.cessazy to meet changed conditions or to . protect the :interests of all parties to this agreement. Reasonable diligence shall be exercised in

complying with the obligations of the approved plan of development and operation. The AO is

4

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35

. ·36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

authorized to grant a reasonable extension of the 6 month.period herein prescribed for submission of an initial plan of development and operation where such action is justified because of unusual conditions or circumstances. ,

After completion of a well capable of producing u;nitized substances in paying quantities, no further wells, except such as may be necessary to afford P!Otection against operations not under this agreement and such as may be specifically approved by th~ AO, shall be drilled except in accordance with an approved plan of development and operation.

11. PARTICIPATION AFTER DISCOVERY. Upon completion of a well capable of producing unl.tized substances in paying quantities, or as soon thereafter as required by the AO, the Unit Operator shall submit for approval by the AO, a schedule, based on subdivisions of the public­land survey or aliquot parts thereo~ of all land then regarded as reasonably proved t(r be productive of unitized substances in paying quantities. These lands· shall constitute a participating area on: approval of the AO, effective as of the date of completion of such well or the effective date of this unit agreement, whichever is later. The acreages of both Federal and non-Federal lands shall be based upon appropriate computations from the courses i\nd distances shown on the last approved public-land survey as of the effective date of each initial participating area. The schedule shall also set forth the percentage of unitized substances to be allo'cated, as provided in Section 12, to each committedtract in.the participating area so established, and shall govern the allocation of production commencing with the effective date of the participating area. A different participating area shall be established for each separate pool or deposit of unitized sqbstances or for any group thereof which is produced as a single pool or zone, and any two or more: participating areas so established may be combined into one, on approval of the AO. When produdtion from two or more participating areas is subsequently found to be from a common pool or ; deposit, the participating areas shall be combined into one, effective as of such appropriate date i;as may be approved or prescribed by the AO. The participating area or areas so established shall bb revised from time to time, subject to the approval of the AO, to include additional l~ds then regarded as reasonably proved to be productive of unitized substances in paying quantities or which are necessary for unit operations, or to exclude lands then regarded as reasonably proved not to be productive of unitized substances in paying quantities, and the schedule of allocation percentages shall;be revised accordingly. The effective date of any revision shall be the first of the month in which th~ knowledge or information is obtained on which such revision is predicated; provided, however, tha~ a more appropriate effective date may be used if justified by Unit Operator and approved by thefAO. No land shall be excluded from a

· participating area· on account of depletion of its unitized· substances, except that any participating area established under the provisions of this unit agreem~nt shall terminate automatically whenever all completions in the formation on which the participatingf area is based are abandoned.

It is the intent of this section that a participating area shall represent the area known or reasonably. proved to be productive of unitized substl)llces in paying quantities or which are necessary for unit operations; but, regardless of any revisii'm of the participating area, nothing herein contained shall be construed as requiring any retroactive adjustment for production obtained prior to the effective date of the revision of the participating area. ·

In the absence of agreement at any time between; the Unit Operator and the AO as to the proper definition or redefinition of a participating area; or until a participating area has, or areas have, been establiShed, the portion of all payments affected thereby shall, except royalty due the United States, be impounded in a manner mutually accep~able to the owners of committed working interests. Royalties due the United States shall be deterinined by the AO and the amount thereof .shall be deposited, as directed by the AO, until a parti¥pating area is finally approved and then adjusted in accordance with a determination of the sum due as Federal royalty on the basis of such approved participating area. ·

Whenever it is determined, subject to the approval of the AO, that. a well drilled. under tllls . agreement is not capable of production of unitized substances in paying quantities and inClusion in a participating area of.the land on which it is situated is un~iuranted, prodqction from such well shall,· for the purposes of settlement among all parties other thaP. working interest owners, be allocated to the land on which the well is located, unless such lan(l is already within the participating area established for the. pool or deposit from which such prodi.j.ction is obtained. Settlement for working interest benefits from such a nonpaying unit well shall be made as provided in the unit operating agreement.

5

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45

'46 47 48 49

. 50

51 52 53 54 55 56 57 58 59 60 61

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

12, ALLOCATION OF PRODUCTION. A)l unitized substances produced from a par.ticipating area established under this agreement, excep~ any part thereof used in conformity with good operating practices within the unitized area for d$ling, operating and other production or development purposes, or for repressuring or recycling i:µ accordance with a plan of development

. and operations which has been approved by the AO, o~ unavoidably lost, shall be deemed to be produced equally on an acreage basis from the several tr~cts of unitized land and unleased Federal land, if any, included in the participating area established for such production. Each such tract shall have allocated to it such percentage of said production as the number of acres of such tract included in said participating area bears to the total acres ofunitiied land and unleased Federal land, if any, included in said participating area. Each working interest owner of a tract of unitized land in said participating area shall have allocated to it, in addition, such percentage of the production attn1mtable to the unleased Federal land within the participating area as the number of acres of such unitized tract included in said participating area bears t9 the total acres of unitized land in said participating area; for the payment of the compensatory· royalty specified in Section 17 of this agreement. Allocation of production hereunder for purposes other than for settlement of the royalty, oveniding royalty, or payment out of production oblig~tions of the respective working interest owners including compensatory royalty obligations under ~ection 17, shall be prescnoed as set forth in the unit operating agreement or as otherwise mutually agreed to by the affected parties. It is hereby agreed that production of unitized substances from a participating area shall be allocated as. provided herein, .regardless of whether any wells are dr$ed on any particular part or tract of the participating area. If any gas produced from one pru#cipating area is used for repressuring or recycling purposes in another participating area, the first gas withdrawn from the latter participating area for sale dunng the life of this agreement, shall be cojisidered to be the gas so transferred, until an amount equal to that transferred shall be so produced for sale and such gas shall be allocated to the participating area from which initially produced as sJch area was defined at the time that such transferred gas was finally produced and sold. .

13. DEVELOPMENT OR OPERATION OJI NON-PARTICIPATING LAND OR FORMATIONS. Any operator may, with the approval:ofthe AO, at such party's sole risk, cost, and expense, drill a well on the unitized land to test any formation provided the well is outside any participating area established for that formation, unless within 90 days ofreceipt of notice from said party of his intention to drill the well, the Unit Operator blects and commences to drill the well in a like manner as other wells are drilled by the Unit Operator under this agreement.

If any well drilled under this section by a non-unit operator results in production of unitized substances in paying quantities such that the land upon which it is situated may properly be included in a participating area, such participating area shall be established or enlarged as provided in this agreement and the well shall thereafter be operated by the Unit Operator in accordance with the terms of this agreement and the unit operating agreement.:

If any well drilled under this section by a non-unit operator obtains production in quantities insufficient to justify the inclusion of the land upon which '.such well is situated in a participating area, such well may be operated and produced by the party drilling the same, subject to the conservation requirements·ofthis agreement. The royalties in amount ·or value of production from any such well shall be paid as specified in the underlying lease and agreements affected.

14. ROYALTY SETILEMENT. The United states and any State and any royalty owner who is entitled to take in kind a share of the substancesinow unitized hereunder shall hereafter be entitled to the right to take in kind its share of the uni~d substances, and Unit Operator, or the non-unit operator in the case of the operation of a well by a non-unit operator as herein provided for in special cases, shall make deliveries of such royalty $are taken in kind in conformity with the applicable contracts, laws, and regulations. Settlement fcir royalty interest not taken in kind shall be made by an operator responsible therefor under existing!contracts, laws and regulations, or by the Unit Operator on or before the last day of each month f9r unitized substances produced during the preceding calendar month; provided, however, that nothllj.g in this section shall operate to relieve the responsible parties of any land from their respective lease ;obligations for the payment of any royalties due under their leases.

If gas obtained from lands not subject to this agreement is introduced into any participating area hereunder, for use in repressuring, stimulation ofprqduction, or increasing ultimate recovery, in

6

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19

. 40 21 22 23' 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43

. 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

l 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 3J 32 33 34 35 36 37 38 39 '10 41 42 43 44 45 46 47 '18 49 50 51 52 53 54 55 56 57 58 59 60 61

conformity with a plan of development nnd operation apEroved by the AO, a li.ko amoWlt of gas, after settlement as herein provided for any gas traosferredjfrom an.y other participating area and with appropriate dednptiou for loss from any cause, may be withdrawn from the fonnation into wbic11 the gas is introduced, royalty free as to dry gas, but not as!to any products wJ1ich may be extracted therefrom; provided that such withdrawal shnll be at sue~' time as may be provided in the approved plan of development and operation or as may otherwise be consented to by the AO as conforming to good petrolelim e11gineering practice; and provided £u4her, that suob right of witJidrnwal shall tenniuate on the termination of this uuit agreement.

Royall)' due the United States shall be computed a's provided in 30 CFR Gro11p 200 and paid in value or delivered in kind es to all m1itized substauces on tJ1e basis of the amounts thereof· allpceted to unitized Federal land as provided in Sectionf 12 at the rates specified in the respective Federal leases, or at such other rate or rates as may be au~orized by law or regulation and approved by the AO; provided, that for leases O•l which the royalty rate depends on the daily average production per well ~aid average production shall be determined in accordance with the operating regulations as though each participating area were a single' consolidated lease.

15. RENTAL SETILEMENT. Rental or minimum royalties due on leases committed hereto shaU be paid by the a1>propriate parties under existing contracts, laws, and regulations, provided that nothing herein contained shall operate to telieve the responsible parties of the land from their respective obligations for tho payment of any {ental or minimum royalty duo under their Joases. Rental or miuimwn royalty for fauds of tho Uniteil States subject to this agreement shall be paid 11t the rate specified in the respective leases from; th~ United States unless such rental or miajmumroyall)' is waived, suspended, or reduced by lawior by approval of the Secretary or his duly authorized representative.

With respect to any lease on non-Poderal land·COftaining provisions wh.i9h woulq ten:p.in_ate . such lease uuless drilling 011eratious ore commenced upoi;i. the land covered thereby witl1i.u. the time therein speoiiied or rentals arc paid for tJ1e 1>rivilege of deferring such drilling operations, the rentals required thereby ~all, notwiU1standing any other provisiqn of this agreement, be deemed to accrue and become payable during the term thereof as extcndeq by this agreement and until tho required drilling operations are commeuced upon the laud covered ;thereby, or until some portion of such land is included within~ participating area.

16. CONSERVATIONS. Operations hereunder !llld production of unitized substances shall be conducted to provide for the most economical and efficient recovery of said substances without waste, as defined by or pursuant to State or Federal Jaw oi: regulation.

17. DRAINAGE.

l 2 3 4 5 6 7 8 9 IO 11 12 13 14 15 .16 17 18 19 20 21 22 23 24 25 26 27 28 ~~ 30 31 32 33 34 35 36 37 38 39 40 41 (a) TI1e Unit Operator shall take such measures qs the AO deems appropriate aud adequate

to prevent drainage of unitized substances .from unitizedi land by wells on land not subject to 1his 42 agreement, which shall include the drilling of protective wells and which may include th.e payment of · 43 a fair and reasonable compensatory royalty, as dctennincd,by the AO. 44

(b) Whenever a partioipntlug area designnted 1111,der Section 1 l of this agrcemeut contains Ull.lcascd Federal lauds, the value of 12 1/2 percent of the production that would be allocated to such F~deral lands uudel' Seotiou 12 of this agreement, if such fonds were leased, committed and entitled to participation, shall be payable as compensatory royal~ies to the Federal Government. Working interest owuers party to this · agreement and wiUiin rp.e applicable participating area shall be responsible for such compensatory royalty payment on tho volume of production reallocated from the unleased Federal lands to their unitized tracts under Section 12. The value of such production subject to the payment of said ·royalties shall be determined pursuant to 30 CFR Part 206. Payment of compensatory royalties on the production reallocated'. from un.leased Federal lane\ to committed Federal tracts within the participating area shall folfill. tJ1e Federal royall)' obligation for such production and said production shall be subject to no I further Federal royall)' assessment under Section 14. Payment of compensatory royalties as 11rovjded J1erein shall ace.rue from Uie date the committed tracts in the participating area which includes unleased Federal lands receive a production allocation, and shall be due aud payable uionthly by the last day of the calendar month next following the calendar month of actual production. If leased federal lands receiving a production allocation from. the participating area become mileascd, compensatory royalties shall accrue from the elate the

7

45 46 47 48 49 50 51 52 53 5'1 55 56 57 58 59 60 61 .

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

\ .. _)

Federal lands become unleased. Payment due under tb'is provision shall end when the unleased Federal tract is .leased or when production of unitized sub~ances ceases within the participating area and the participating area is terminated, whichever occurs first.

18. LEASES AND CONTRACTS CONFORMED AND EXTENDED. The .terms, conditions, and provisions of all leases, subleases, an4 other contracts relating to exploration, drilling, development, or operation for oil or gas on lanqs committed to this agreement are hereby expressly modified and amended to the eXtent necessary to make the same conform to the provisions hereof; but otherwise to remain in full force and Effect; and the parties hereto hereby consent that the Secretary shall and by his approval hereof; or by the: approval hereof by his duly authorized representativ.e, does hereby establish, alter, change, or revoke the drilling, producing, rental, minimum royalty, and royalty requirements of Federal lea~es committed hereto and the regulations in respect thereto to conform said requirements to the p~o~ions of this agreement, and, without limiting the generality of the foregoing, all leases, sublea~es, and contracts are particularly modified in accordance with the following:

(a) The development and operation oflands subject to this agreement under the terms hereof shall be deemed full performance of all obligations for development and operation with respect to each and every separately owned tract subject to this agr~ement, regardless of whether there is any development of any particular tract of this unit area.

(b) Drilling and producing operations performed ,hereunder upon any tract of unitized lands will be accepted and deemed to be performed upon andf•for the benefit of each and every tract of unitized land, and no lease shall be deemed to expire by(reason of failure to drill or produce wells ·situated on the land therein embraced.

( c) Suspension of drilling or producing operations on all unitized lands pursuant to direction or consent of the AO shall be deemed to constitute suc}J. suspension pursuant to such direction or consent as to each and every tract of unitized land. A sugpension of drilling or producing operations limited to specified lands shall be applicable only to such lauds.

( d) Each lease, sublease or contract relating to· the exploration, drilling, development, or operation for oil or gas oflands other than those of the United States committed to this agreement which, by its terms might expire prior to the termination of this agreement, is hereby . extended beyond any such term so provided therein so that it shall he continued in full force and effect for and during the term of this agreement.

(e) Any Federal lease committed hereto shall con~inue in force beyond the term so provided therein or by law as to the land committed so long as sucH· lease remains subject hereto, provided that production of unitized substances in paying quantities is .established under this unit agreement prior to the expiration date of the term of such lease, or iii. the event actual drilling operations are commenced on unitized land, in accordance with provisioi;ts of this agreement, prior to the end of the . primary term of such lease and are being diligently prosecuted at that time, such lease shall be extended for two years, and so long thereafter as oil qr gas is produced in paying quantities in accordance with the provisions of the Mineral Leasing Act, as amended.

(f) Each sublease or contract relating to the operation and development of unitized substances from lands of the United States committed to this agreement, which by its terms would expire prior to the time at which the underlying lease, ~s extended by the immediately preceding paragraph, will e».-pire, is hereby extended beyond any such term so provided therein so that it shall be continued in full force and effect for and during the term of the underlying lease as such term is herein extended.

(g) The segregation of any Federal lease committed to this agreement is governed by the following provision in the fomth paragraph of Sec. l 7(m), of the Mineral Leasing Act, as amended by the Act of September 2, 1960, (74 Stat. 781-784) (30 U.S.C. 226 (m)): "Any (Federal) lease heretofore or hereafter committed to any such (unit) plan embracing lands that are in part within and in part outside of the area covered by any such plan shall·be segregated into separate leases as to the lands committed and the lands not committed as of the effective date of unitization: Provided, however, that any such lease as to the non-unitized porti9n shall continue in force and effect for the term thereof but for not less than two years from the date of such segregation and so long thereafter

8

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

.34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

1 2 3 4 5 6 7 8 9 10 . 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ·25 26 27 28 29 30 31 . 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

(~\

·as oil or gas is produced in paying quantities." If the public interest requirement is not satisfied, the segregation of a lease and/or extension of a;lease pursuant to 43 CFR 3107.3-2 and 43 CFR 3107.4, respectively, shallnotbe effective.

. (h) Any lease, other than a Federal iease, having only a portion of its lands committed hereto shall be segregated as to the portion committed and the portion not committed, and the provisions of such lease shall apply sepa,i:ately to such s:egregated portions commencing as of the effective date hereof In the event any such lease providps for a lump-sum rental payment, such payment shall be prorated between the portions so segregate!). in proportion to the acreage of the respective tracts.

19. COVENANTS RUN WITH :f,AND. The covenants herein shall be construed to be covenants running with the land with r~spect to the interests of the parties hereto and their successors in int()'rest until this agreement terminates, and any grant, transfer or conveyance of interest in land or leases subject hereto shaV, be and hereby is conditioned upon the assumption of all privileges aii.d obligatjons hereunder by th~ grantee, transferee, or other successor in interest. No assignment or transfer of any working· mterest royalty, or other interest subject hereto shall be binding upon Unit Operator until the first c\ay of the calendar month after Unit Operator is furnished with the original, photostatic, or certified copy of the instrument of transfer.

· 20. EFFECTIVE ])ATE AND TERM. This Agreement shall become binding upon each party who executes or ratifies it as ofthe;date of execution or ratification by such party and shall become effective. as of 7:00 a.ID. on the first day of the c.alendar month next following the approval of this Agreement by the Secretary of the Interior or his duly authorized delegate.

The term of this agreement shall b~ for and during the time that unitized substances can be produced in quantities sufficient to pay for the coSt of producing same from the wells on unitized land and for as long thereafter as drilling, reworking or other operations are prosecuted on Unitized Land without cessation offuore than sixtyl(60) consecutive .days, and so long thereafter as Unitized substances can be .produced as aforesaid, ulliess sooner terminated by the AO as provided in Section 6, "Successor Unit Operator", This agreement may be terminated at any time by not less than 75 percentum, on an, acreage basis, of the wo'rking interest oWn.ers signatory heretb, with the approval of the AO. The Unit Operator shall give n~ti9e of any such approval to all parties hereto.

21. RATE OF PROSPECTING,;DEVELO:PMENT, AND PRODUCTION. The AO is hereby vested with authority to alter or m~dify from time to time, in his discretion, the quantity and rate of production under this agreement :when such quantity and rate are not fixed pursuant to Federal or State. law, or do not conforni to any Statewide voluntary conservation or allocation program which is' established, recogniied,~ and generally adhered to by the majority of operators in ·such State. The above authority is hereoy limited to alteration or modifications which are in the public interest. Tue public interest to be s~rved and the pm:pcise thereof; must be stated in the order of alteration or modification. Without regard to the foregoing, the AO is also hereby vested with authority to ·alter or modify froin time ito time, in his discretion, the rate of prospecting and development arid the quantity and rate ofproduction under this agreement when such alteration or

. modification is inihe interest of attaining the conservation objectives stated in this agreement and is not in violatfon of any applicable Federal or State law.

Powers in this section vested in the AO shall only be exercised after notice to Unit Operator and opportunity for hearing to be held not less than 15 days from notice.

22. APPEARANCES. The Unit ,Operator shall, after notice to other parties affected, have the right to appear for and on behalf of any and all interests affected hereby before the Dep3.1tment of the Interior and to appeal from orders issfied under the regulations of said Department, or to apply for relief from any of said regulations, :Or in any proceedings relative to operations before the Department, or any other legally constituted authority; provided, however, that any other interested party shall also haye the right at its own expense to be heard in any such proceeding.

23. NOTICES. All notices, demands, or statements required hereunder to be given or rendered to the parties hereto shall be in writing and shall be personally delivered to the party or parties, or sent by postpaid registered or certified mail, to the last known address of the party or parties.

9

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37. 38 39 40

·41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

(-\

24. NO WAIVER OF CERTAIN RIGHTS. Nothing herein contained in this agreement 1 shall be con.Strued as a waiver by any party hereto of the right to assert any legal or constitutional 2 right or defense as to the validity or invalidity of any law of the State where the unitized iands are . 3 located, or of the United States, or regulations issued thereunder in any way affecting such party, or 4 as a waiver by any such party of any right beyond his or its authority to waive. 5

25. UNAVOIDABLE DELAY. ;All obligations under this agreement requiring the Unit Operator to commence or continue drilling, or to operate on, or produce unitized substances from any of the lands covered by this agreement, shall be suspended while the Unit Operator, despite the exercise of due care and diligence, is prevented from complying with such obligations, in whole or in part, by strikes, acts of God, Federal, State, or municipal law or agencies, unavoidable accidents, uncontrollable delays in transportation, inability to obtain necessary materials or equipment in the open market, or other matters beyond the reasonable control of the Unit Operator whether similar to matters herein enumerated or not.

26. NONDISCRIMINATION. In connection with the performance of work under this agreement, the Unit Operator agrees to comply with all the provisions of Section 202 (1) to (7) inclusive of Executive Order 11246 (30 F.R. 12319), as amended, which are hereby incorporated by reference in this agreement.

27. LOSS OF TITLE. In the event title to any tract of unitized land shall fail and the true owner cannot be induced to join in this lllllt agreement, such tract shall be automatically regarded as not. committed hereto, and there shall be such readjustment of future costs and benefits as may be required on account of the loss of such title. In the event of a dispute as to title to any royalty, working interest, or other interest subject; thereto, payment or delivery on account thereof may be withheld without liability for interest until:the dispute is finally settled; provided, that, as to Federal lands or foas(<s, no pa)iments of funds due ~e United States shall be withheld, but such funds shall be deposited as directed by the AO, to be heid as unearned money pending final settlement of the title dispute, and then applied as earned or retuined in accordance with such final settleme":t.

Unit Operator as such is relieved from any responsibility for any defect or failure of any title hereunder.

28. NON~JOINDER AND SUB~EQUENT JOINDER. If the owner of any substantial interest in a tract within the unit area fails or refuses to subscribe or consent to this agreement, the owner of the working interest in that traqt may withdraw the tract from this agreement by written notice delivered to the proper Bureau ofL'.and Management office and the Unit Operator prior to the approval of this agreement by the AO. Any oil or gas interests in lands within the unit area not committed hereto prior to final approval mlty thereafter be committed hereto by the owner or owners thereof subscribing or consenting to. this agreement, and, if the interest is a working interest, by the owner of such. mterest also subscribing to the unit operating agreement. After operations are commenced hereunder, the right of subs~quent joinder, its provided in this section, by a working interest owner is 8ubject to such requken/.ents or approval(s), if any, pertaining to such joinder, as may be provided for in the unit operating !agreement. After final approval hereo( joinder by a non­working interest o\vner must be consented to in writing by the working interest owner committed hereto and responsible for the payment of any benefits that may accrue hereunder in behalf of such non-working interest. Anon-working interest may not be committed to this unit agreement unless the corresponding working interest is committed hereto. Joinder to the unit agreement by a working interest owner, at any tune, must be accompanied by appropriate joinder to the unit operating agreement, in order for the interest to be ~egarded as committed to this agreement. Except as may otherwise herein be provided,. subsequent ~oinders to this agreement shall be effective as of the date of the filing with the AO of duly executed counterparts of all or any papers necessary to establish effective commitment of any mterest and/or tract to this agreement.

29. COUNTERPARTS. This ag:teement may be executed in any number of counterparts, no one of which iieeds to be executed by:an parties, or may be ratified or consented to by separate instrument in writing specifically referring hereto and shall be binding upon all those parties who have executed such a counterpart, ratification, or consent hereto with the same force and effect as if all such parties had signed the same document, and regardless of whether or not it is executed by all other parties owning or claiming an intereSt in the lands within the above-described unit area.

10

6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

30. SPECIAL SURFACE STIPuLATIONS. Nothing in this agreement shall modify the special Federal lease stipulations attached t6 the individual Federal oil and gas leases.

IN WITNESS WREJ,lEOF, the parties hereto have caused this agreement to be executed ail.d have set' opposite their respective names the date of execution.

UNIT OPERATOR AND WORKING INTEREST OWNER

Address: 6688 N. Central Expressway Suite 1000 Dallas, Texas 75206

STATE OF-'-~·-=T=EXA=s-~ __ __,)

COUNTY OF_. _u..,,A,,.I.wJ.,,.As.,__ ___ ___,) ) SS.

PG&ERESOURCESCOMPANY

Attorney-in-Fact Date ofExecution

June 27.•i 1994

The foregoing :instrument was ackn(>w1edged before me by -~W~il=l=i=a=m~M=·~Mi=· d=d=l=e=to=n~-

----------~· as Attorney-in-Fact of PG&E Resources Company.

This 27th day of_J~u_n_e __ _,· 1994.

WITNESS my hand and official setl

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

My Commission Expires: J ' 34

~~H

UNIT OPERATOR SIGNATURE PAGE.FOR THE WEST WILLOW CREEK UNIT AGRE~MENT UINTAH COUNTY, UTAH

11

38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61

RATIFICATION AND JOINDER OF UNIT AGREEMENT , AND

UNIT OPERATING AGREEMENT

In consideration of the execution of the Urit Agreement for the Development and Operation of the West Willow Creek Unit Area, County of Uintah, State of Utah, f!ated June 14, 1994, in form approved on behalf of the Secretary of the Interior, and in consideration of the execution or\ ratification by other Working Interest Owners of the Unit Operating Agreement, West Willow Creek Unit Area, County[of Uintah, State 'of Utah, dated June 14, 1994, the undersigned working interest owner hereby expressly ratifies, approv~, and adopts said Unit Agreement, and also said Unit Operating Agreement as fully as though the undersigned had ~xecuted the original agreements.

This Ratification and Joinder shall be effeCtive as to the undersigned's interests in any lands and leases, or interests therein, and royalties presently held or which may arise under existing option agreements or other interests in uniiized substances, covering the lands within the Unit Area· in which the undersigned may be found to have an oil or gas interest.

This Ratification and Joinder shall be bin<l!ng upon the undersigned, its successors and assigns.

EXECUTED this~ day of A.u,..,~,.- , 1994.

TRACT(S):_~t _____ _

STATE OF LOUISIANA

PARISH OF ORLEANS

1450 PO Y QI{A<:> STREET

N;::W ORLEANS. LA 70112

ATTENTION: LAND DEPARTMENT

BE IT KNOWN, that on this .J:2L day of &b!.!-S-. , 1994, before me, the undersigned authority, personally came a,nd appeared JAMES W. CARRINGTON, JR. appearing herein in his capacity as Agent and Attorney-in-Fact of CNG PRODUCING COMPANY, to me personally known to be the identical person whose name is subscribed to the foregoing instrument as the said Agent and Attorney-in-Fact of said corporation, and declared and acknowledged to me, Notary, that he executed the same on behalf of said corporation with full authority of its Board of Directors, and that the said instrument is the free act and deed of the said corporation and was executed for the uses, purposes and benefits therein expressed.

Dwd gAY ... NOfARY PUBLIC .,;-·_·.~".

··~~

DAVID C. BARIL . l•fotnry Public. PHish of Je[[erson, s1;2_t{1 of\::" -

My Con,J!L<Sion is issuffi for~~ ~

I,··' [_

RATIFICATION AND1JOINDER OF UNIT AGREEMENT

In consideration of the execution of the Unit Agreement for the Development and Operation of the West Willow Creek Unit Area, County of Uintah, State of Utah, dated June 14, 1994, in form approved on behalf of the Secretary of the Interior, the undersigned (whether one or more) herebY expressly joins said Unit Agreement and ratifies, approves, adopts and confirms said Unit Agreement as fully as though the undersigned had executed the original agreement.

This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized substances, covering any lands within the Unit Area in :which the undersigned may be found to have an oil or gas interest.

This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs, devisees, executors, assi!?15 or successors.

· EXEcUrED !hls 'ihnd. clayOr July , 1994.

~-....

KEY PRODUCTION COMPANY, INC

By~~a--~4 Monroe W. Robertson, Sr. Vice President

Address: 1700 Lincoln Street, Suite 2050

Denver, co· 80203

·:·-

_: ....

COUNrYOF_D_E_ffiTER~~·~~~~) ) SS.

The foregoing instrument was acknowledged before me this 22nd day of_J_u_l~y ____ , 1994, by

Monroe W. Robertson, Sr. Vice President; and by Kevin J. Barlow, Ass 't, Secretary of

KEY PRODUCTION COMPANY, >INC

Wl.TNEs~'\ny liand'imd Mli~ial s~I.

My Co~~sion ~~pira!i: ·1-15-98 ·

~-. iace oflfRes. iden-~:• . · ()_,_'_ . . . . .

~);;k'<.A r L;l>.

·~~,tL~Ctl Avis M' Clark 1700.Lincoln Street, Suite 2050 Denver, CO 80203.

RATIFICATION AND)JOiNDER OF UNIT AGREEMENT

In consideration of the execution of the Unit lAgreement for the Development and Operation of the West Willow Creek Unit Area, Coll!lty ofUmtah, Slate of Utah, dafed June 14, 1994, in form approved on behalf of the Secretary of the Interior, the undersigned (whether one or more) here~ expressly joins saici Unit Agreement and ratifies, approves, adopts and colifirms said Unit Agreement aS flilly as though tl:ie undersigned had executed the original agreement.

' . . . I . . . . . This Ratification and Joinder .shaUbe effective as to the undersigned's interests in any lands and leases, or interests

therein, and royalties presently" held or which may alise under existing option agreements or other interests in unitized substailces, covering the' lands Within the Uiiit Area iti ~hich the undersigned may be found to have an oil or gas interest

This Ratification and Joinder of Unit Agreeinent, shall be binding upon the undersigned, his, her or its heirs, devisees, executors, assigns or successors in interest. ~

EXEClJTED this '2J.., day of~ 1994.

TRACT(S): ---'---,----

STATE OF~ COUNTYOF ~

(Single)

~l?L~ (H~sband arid Wife) ·

Address: /cl ?Sb 1-/wmn -:f/=s!O/J-

7/N;fuj/p_ J1 *'? ~ " {{?)2 ]if

.J.../JLJo?-'-"1>----·' 1994, personally appeared before me f & £/Jw ex 6ct s I;

me tha~ he (she ~executed the ~ame .

. WITNESS my .hand and official seal.

My ConTihlssion Expir~s; -­\~y CGmmlssio~ B<P.ires Ju\y .. 9,.1997

Place of Residence:

2

I,

RATIFICATION ANb JOINDER OF UNIT AGREEMENT

II). consideration .of the execution of the Unit Agreement for the Development artd Operation of the West Willow Creek Unit Area, County of Uintah, State of Utah, da\ed June 14, 1994, in form approved on behalf of the Secretary of the Interior, t~e. undersigned (whether one or more) here\?y expressly joins said Unit Agreement and ratifies, approves, adopts and cohfirins said Unit Agreerilent as :fµlly as though ~he undersigned had executed the original agreement.

' . This· Ratification and Joini!er),~all be effecti~e as to the undersigned's interests in any lands arid leases, or interests

therein, alid royalties pr!JSeiltly held or which· may $-ise under existing option agreements . or other intere~ts in unitized substanc~, covering arty lands within the Unit Area ii). which the undersigned may be found fo have an oil or gas interest.

'Dhis Rati.fi~tion arid Joinder of Unit Agre~ment, shall be binding upon the undersigned, his, her or its heirs, devisees, executors, assi~s ot successors. ·

EXECUfED thls ~day of . JUNE

• i

TRACT(S): -~-"3 ______ _

STATE bF _-=T=E=XA=S ___ _ ) SS.

COUNTY OF ~HARR=·=· =I=S ___ ~)

, 1994.

ANDOVER PARTNERS

By~~ Address: 1001 FANNIN, SUITE 1000

HOUSTON, TX 77002

Theforegoing inslrtuneil.t was acknowledged pefore me this 2 9 day of JUNE , 1994, by

WITNESS my hand and official seal.

My CommissionEx ires: ..... _ ~"'".".;!"i..~~:....- f

Place of Residence:

HOUSTON . TX

LOUIS_E_.RcWONZER · NOTARY PUBLIC State ofT exas ;·

CQmm. Exp.06·15-_!)6 i ~~ Notary 1c

3

( . -'.

RATIFICATION AND JOINDER OF UNIT AGREEMENT !

In consideration of the execution of the Unit Agreement for the Development and Operation of the. West Willow Creek Unit Area, Count:j of Uiriufu; State ofUtah, cjated June 14, 1994, in form approved on behruf of the Secretary of the Interior, the undersigned (whether one·9r more) her~by expressly joins said Unit Agteemerit and ratifies; approves, adopts and confitms said Unit Agreenient as :fy,~Y as thouM!the undersigned had execlited the original agieement.

This Ratification and Joinder shall be effective iis to the undersigned's interests in any lands and leases, or interests therein, and royalties presently held or which niay:\arise under existing option agreements or oiher interests in unitized substances, covering the lands within the Uriit Area in which the undersigned may be found to have an oil or gas interest.

;

This Ratification and Joincler of Unit Agr~ement, shall be binding upon the undersigned, his, her or its heirs, devisees, executors, assigns or successors in interest.;:

EXECUTED this !B:t) day of f\....t..«'5l.j , 1994. . IT .

TRACT(S): --------

STATE OF _ _.L{_hl~-=-~-) ('<:-. l. ) SS.

COUNTYOF ~ )

Address: J b I 0 .J,,,, ~ • ,, _.,. ~~.; ~ f!tfJ:i..o

·On the .:?Qfh day of . ~ , i1994, personally appeared before me ~ £ ~ _f,,._ _ _..c,..,,,W-=..,Je"---+f\_.}w,'-'¥'--'-""""""''-------;----• the signer(s) of the above instrument, who duly acknowledged to

me that he (she or they) executed the same.

WITNESS my hand and official seal.

-··- --------------~ \

-~------~<L ____ _ -~;ai?~ Notary Public

My Commission Expires: ·

Place of Residence:

~.UI<zcB26 / .

4

( ._:)

'.

RATIFICATION AND JOhmER OF UNIT AGREEMENT !

' In consideration of the execution of the unit Agreement for the Development and Operation of the. West Wtliow Creek Unit Area, County of Uintah, State of Utah; cfuted June 14, 1994, in fotm approved on behalf of the Secretary of the Interior, the undetsigned (whethet one or inore) her~by expressiy joins s~d Unit Agreement and ratifies, aJliiroves, adopts and confinns said Unit Agreement as fully as though~he iJnciersigned had e?Cecuted the origin:il agreement.

. This Rat~cation aild Join:der sruitl ?6 effectire.as to the un~er.signed'~ interests in any lands ari~ leases, ?riilt~~ests therem, and royalties presently held ·or which may 1i!f1Se under eXJsting option agreements or other Interests m urutlzed substances, covering the lands within the Unit Area ih which the undersigned may be found to have an oil or gas interest.

This Ratification arid Joinder of Unit Agrijement, shall be binding upon the undersigned, his, her or its heirs, ·devisees, executors, assigns or successors in interest. ·

EXECUI'ED this .212_ day o~ Lt~ '1994.

(rj:usband and Wife)

TRACT(S): ----~--

IA /.,.'I ) SS. ' STATEOF ~ COUNTYOF · ~ ) •

Oo ~ ""'of ~~orutlly"""'°dt.fore mo ~ Jn ~1a= ~,the signer(s) of the above instrument, who duly acknowledged to

me that he (she or they) executed the same.

WITNESS my hand and offici:il seal.

My Commission Expires:

NOTARY PUBLIC · - LYNCTTE SHUPE

2-991 Washington Blvd. Ogdan, lltall &«01

My CommlssJcin Expires · . Jan: G, 1997

Pla<XW~w;is;Will.o..,,...,.:;S~T~A:!.T~.E;;;O~· J;,f!JU~T~A~H!.Jl

5

t_zj

~ Ga :::3 N

-~-'·.

Ill .eDmplete items 1, 2, and 3. Also complete _ item 4_ if Restricted Delivery rs desired. · Print your name and address on the reverse

'> that we can return the card to you. ·-.ch this card to. the back of the mailpiece, cm the front if space pennits.

.,,Sele Addressed to:

'.Bureau of Land Management Utah State Office Attn: Roger L. Bankert

DAgent D Addressee

C.Date~JT

D. ls delivery address different1fom item 1? D Yes lfYES, enter deliyery <1ctdress below: D No

: ill Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired.

lil!~· .Print your name and address on the reverse so that we can return the card to you.

·lll · ttach this card to the back of the mailpiece, .or on the front if space permits.

1. Article Addressed to:

iB'ureau of.Land Management -~ emal Field Office

1 jAttn: Jerry Kenczka "' ' s.~ceType jl 70 South 500 East

""Certified Mail" Cl Priority Mail Expressm JV emal UT 84078 , · 440 W eSt 200 South, Suite 5 00 33r"ice Type

)S-. Oer!ifi$t;l Mail~ O PriQrity M?i! J:rnress™

Salt Lake City, DT._84_1_01 ___ ___, D Registered O" Return Receipt for Merchandise ' D Registered D Return Receipt for Merchandis<

D Insured Mail D Collect on Delivery D Insured Mail D Collect on Delivery

4. Restricted Defiveiy? (Extra Fee) D Yes 4. Restricted Delivery? (Extra Fee) D Yes

. - ... - -

1

l 2. Article Number ; · 2. ArticleNurnber 7014 0510 0001 8172 9213 (fransferfromservlcelabeO

(fransferfrom service /abeO 7014 0510 0001 8171 1492

PS Fenn 3811, July2013 Dor;nestioRetum Receipt ·• ;\;PS Fenn 381'l,July2013 - !

Domestic Return Receipt

El Complete items i, 2, and 3, Also complete , a Co~e items 1, 2, and 3. Also complete item 4 if Restricted Deliveiy ls desired. D Agent I: item 4 if Restricted Delivery is desired.

i::t Print your name and address on the reverse b Addressee i] 1!1 Print your name and address on the revel"$e so that we can return the card to you. !· so that we can return the card to you.

El Attach this card to the back of the maifpiece, C. Dale Of Delivery /l Iii Attach this card to the back of the mailpiece,

DAgent D Addresse1

-a. Received by (Printed Name) C. Date of Delive~

or on the front if space pennits. J or on the front if space permits.

1. ArticleAddressedto: . .. DYes r1J; 1. ArticleAddressedto: ;::..ts.~li~tlJ:'.addressdifferentfromitem1? OYes

· D No fi • ./" lfY.E$f~n,Xe1~very;1ddre,,,;below: o No

Maurice W. Brovvn 516 S. Greeley Highway Cheyenne, WY 82007

·"- fa (Maurice W..... .Brovvn Oil & Gas,J,LC{~~ ~i~\ ~ [516 S. Greeley Highway ~ ~ ,;!

'?;~~::=;;~i!:;:;:======~·1. 1Cheyenne WY 82007 .. Ji -=~-~;=::;:::::::;::::' ::;::::======= r. ·~ 1 ' "<\ r.:-: I 'ot:;;:, · !! ' ~, , '>s. Seice Yf~/ .

I Cl Priority Mail Expres$m f:, J "-...: .,g~~!fM1'U~ !:l PriQrity Mail !=xgres'im ________________ ------· D RetumReceiptforMerchandlse I.'. \ El-Registered D RetumReceiptforMerchandise

D Insured Mail D Collect on Delivery I: D Insured MaU D Collect on Delivery

4. Restricted Deliveiy? (Extra Fee) o Yes . " t 4 •. Restricted Delivery? (Extra Fee) D Yes -::--:-:-:--:---------------1------:._: __ _:_ __ _::_::::__.::.,···11::-::--::-:-::---:--------------'----------_:___ __ -=:...:.=.

2. Article Number - · _.· ; I 2. Article Number (fransferfromsecvice/abeO 7014 0510 0001 8171 1515 l .. ;I.. (fransferfromservlcelabel)

, PS Form 3811. July 2013 Domestic I;letum Receipt - /-•4; .·' ,.'·':< rr PS form 3811, July2013

').

I i

/" f

7014 0510 0001 8171 1522

Domestic Return Receipt

1/2212015 USPS.com®- USPS TrackingrM

English Customer Service USPS Mobile Register I Sign In

El USPS.COM' ----···-------

USPS Tracking™ Customer Service> Have questions? We're here to help.

Tracking Number: 70140510000181711553

On Time Expected Delivery Day: Thursday, January 22, 2015

Product & Tracking Information Available Actions Postal Product: First-Class Mail®

DATE&TIME

January 22, 2015, 10:41 am

Features: Certified Mall™

STATUS OF ITEM

Notice Left (No Authorized Recipient Available)

Return Receipt

LOCATION

CHEYENNE, WY 82009

We a!tempted to deliver your item at 10:41 am on January 22, 2015 in CHEYENNE, WY 82009 and a notice was left because an authorized recipient was not available. You may arrange redelive1y by visiting http://www.usps.com/redeliverv or calling 800-ASK-USPS, or may pick up the item at the Post Office indicated on the notice. lftl1is item is unclaimed after 15 days then it will be returned to U1e sender. Information, If available. is updated periodically throughout the day. Please check again later.

January 22, 2015, 5:05 am

January 20, 2015 , 8:48 am

January 19, 2015, 7:42 pm

January 19,2015, 11:40 am

January 17, 2015 , 8:52 am

January 15, 2015 , 6:56 pm

January 14, 2015, 8:22 pm

January 1.4. 2015, 6:38 pm

January 14, 2015, 4:51 pm

Arrived at Unit

Sorting Complete

Departed USPS Facility

Arrived at USPS Facility

Arrived at USPS Facility

Departed USPS Facility

Arrived at USPS Origin Facility

Departed Post Office

Acceptance

CHEYENNE, WY 82009

CHEYENNE, WY 82009

CHEYENNE, WY 82009

CHEYENNE, WY 82009

LANDER, WY 82520

SALT LAKE CITY,UT84·

111 SALT LAKE Lt1 CITY, UT 84' IJ"J

.-:I

SALT LAKE .-:J CITY, UT 84' ["­

.-:I

Text Updates

Email Updates

Postase $ '¥Ll.9 h-~---'----1

Certified Fee $3..30 SALTLAKE tO CITY, UT 84 .-:1

Cl Cl Cl

Return Receipt Fee (Entiorsement Required) $2.'70

Restricted DeJlyeiy Fee·

OOJ.7 .............. ............_.

11 /,,...,.c1 r y ... =---'-,, '{-~,ostillarR"'·,e/\. l"f'/ Here \ -?\

Track Another Package ~ (Endorsement Req'ulr~d) 1--~-.:...$·0=-•::..:Cc.:i()_--1 lJ"J Cl

~;;(· 1 4 20l5)kl «.(_ /:1.1[ I

J'I\ /.;:,,. { ·1

Tracking (or receipt) number

https://tools.usps.com/go/TrackConfirmActlon?tlabels=70140510000181711553

.::I"

.-:I Track I Cl

I"'-

Total Postag~ & Fees $. ~j;'U. 9 iiiJ.i b }%_i ') / '<:;/ i

sanrn Bonnie J. Brown .,,,,~-:Jsp~(~.,/ -------· Heir of Alice A. Sheverbush " ... ,, ·" Street,

orPOI 418 Thoroughbred Lane citii,si Cheyenne, WY 82009

(1600.1;1~)-------~-~~;1

1/2

1/22/2015 USPS.com®- USPS Tracking™

English Customer Service USPS Mobile Register I Sign In

USPS Tracking TM Customer Service> Have questions? We're here to help.

Tracking Number: 70140510000181711560

Expected Delivery Day: Saturday, January 17, 2015 Your item was undeliverable as addressed at 1 :33 pm on January 17, 2015 in MISSION VIEJO, CA 92691. It is being returned if appropriate information is available.

Product & Tracking Information Postal Product:

First-Class Mail®

DATE&TIME

January 17, 2015, 1 :33 pm

Features:

Certified Mail"'

STATUS OF ITEM

Undeliverable as Addressed

Available Actions

Return Receipt Text Updates

LOCATION Email Updates

MISSION VIEJO, CA 92691

Your item was undeliverable as addressed al 1:33 pm on January 17, 2015 in MISSION VIEJO, CA 92691. It is being returned if appropriate information Is available.

January 17, 2015, 6:04 am

January 16,2015, 1:26 pm

January 15, 2015 , 6:56 pm

January 14, 2015, 8:22 pm

January 14, 2015, 6:38 pm

January 14, 2015, 4:51 pm

Departed USPS Facility

Arrived at USPS Facility

Departed USPS Facility

Arrived at USPS Origin Facility

Departed Post Office

Acceptance

Track Another Package Tracking (or receipt) number

SANTA ANA, CA 92799

SANTA ANA, CA 92799

SALT LAKE CITY, UT84199

SALT LAKE CITY,UT84199

SALT LAKE CITY, UT841

SALT LAKE CITY, UT841 :ii

Lr)

.-=I

.-=I I"'"' .-=I

"° .-=! CJ CJ

Track Ito

Cl ,..., L.11 CJ

.::t' . ,..., CJ I"'"'

I 11*"11" . ·:\llt . '/:.]fhJlf!)J.::li,l,l IJ.."1t·'-ttJ.1t <fl

'10 ffi" r.=> ~ (/'~ " MLtd .N tfJIBiTI fl. ~\!fi9il l~ t a~,,,~~?w~· '.\t':.~ • ~!s~.!.. .. · _9 .. "".,,

Postage $ 1l1.19 . f ,. '<{C:.\ ' \,o\ Certified Fee

$~}a30 JI+! \ 4 i(\\~ J £: I Return Receipt Fee Li. ostmark / :.._; j

(Endorsement Required) t:?~ 70 J'' Here / 1 '----- , l

Restricted Dellvel)' Fee _ __..,.,.. I

"-... JS??./ (Endorsement Required) $0.0i) """-,~ ... --"· Total Pos.tar1e & Fees Sl •*t? 1 c I l! j~ 'I:' OL l.-u.:.OJ.,;

sent Dorothy M. Straddeck Heir of Alice A. Sheverbush

l'We6 or PC 24001 Sprig Street cirji,: Mission Viejo, CA 92691

' (1690._13..L.._) -----

https://tools.usps.com/go/TrackConfirmActlon?tlabels= 70140510000181711560

I

.i ii 1: I

'' I: ,1

" ,. I I I. [:

1/2

1/22/2015 USPS.com®- USPS TrackingrM

English Customer Service USPS Mobile Register I Sign In

iJl USPS.COM ..

USPS Tracking rM Customer Service > Have questions? We're here to help.

Tracking Number: 70140510000181711577

Expected Delivery Day: Saturday, January 17, 2015

Product & Tracking Information Available Actions Postal Product: Features: First-Class Mail® Certified Mail™ Return Receipt Text Updates

DATE&TIME STATUS OF ITEM LOCATION Email Updates

January 21, 2015 , 3:57 pm Delivered GOLDEN, CO 80403 Return Receipt After Malling

Your item was delivered at3:57 prn on January 21, 2015 in GOLDEN. CO 80403.

January 17, 2015, 12:40 pm

January 16, 2015 , 11 :58 prn

January 16, 2015, 9:27 pm

January 15, 2015, 6:56 pm

January 14, 2015, 8:22 pm

January 14, 2015, 6:38 prn

January 14, 2015, 4:52 pm

Notice Left (No Authorized Recipient Available)

Departed USPS Facility

Arrived at USPS Origin Facility

Departed USPS Facility

Arrived at USPS Origin Facility

Departed Post Office

Acceptance

GOLDEN, CO 80403

DENVER, CO 80266

DENVER, CO 80266

SALTLAKE CITY, UT84199

SALTLAKE CITY, UT84199

SALT LAKE CITY, UT 84107

SALT LAKE CITY, UT841

I"'­['­Li)

r"I - 1lr!'r.r.11lH•1 ol11lo'H·;H t • li!TJ'll'"-'10,.H. f'f•l f•U: Uk~· . <i•

Track Another Package Tracking (or receipt) number

I ...

https://tools.usps.com/go!TrackConfirmAction?tlabels=70140510000181711577

r"I l"'­r"I t:O

TrackllB

Cl Cl

Cl 1-"l '-0 CJ

I Gol1£~q !"'.::) r-:'f" ~ oa fi~?fo, Pqstage $

Certified Fee

l)etum Receipt Fee. (Endorsement Required)

Restricted Delivery Fee (Endorsement Required)

Total Postage & Fees $

r{'-\ \t?:;l ~ 'Ii\ £'.\,

'$1J19

$3"30

i\2*'70

$0,00

¢..7 ·1q

.:i- SentTo r"I

FREILLC-II 324 Garden Street Golden, CO 80403 (1600.13)

CJ ['- sfiiief')

orPOB

cit.ii,sia

U,·~1. u iJ (?_:~ ,d . Q..,) fK~

oo~"z'(TJf~. fZ,\, / .. _ ..... !}, v'\ tJ/' '\ .. p\ /~r Postmar~~ V>? \ '< H~~ fPl _.]~~ \ 1-<l \-'\ / /

"J,;.-..., ..... //."')) l'L·.f.,~-:c<? ,.,

I--·-----

I I 1. i' I

j, I· i ~

1/2

1/22/2015 USPS.com®- USPS TrackingTM

English Customer Service USPS Mobile Register I Sign In

iiJ USPS.COM. ------------------------------·---------·----------·---- ----

USPS Tracking TM Customer Service > Have questions? We're here to help.

' ·-· ·~-. ,,., ..... _.,,, __ -·~ ...... ~··· ... -· ---·····-~ ..... ...

Tracking Number: 70140510000181711584

Expected Delivery Day: Saturday, January 17, 2015

Product & Tracking Information Available Actions Postal Product: Features: First-Class Mail® Certified Mall™ Return Receipt Text Updates

DATE& TIME STATUS OF ITEM LOCATION Email Updates

January 21, 2015, 3:57 pm Delivered GOLDEN, CO 80403 Return Receipt After Mailing

Your item was delivered at 3:57 prn on January 21. 2015 in GOLDEN, CO 80403.

January 17, 2015, 12:40 pm

January 16, 2015 , 11 :58 pm

January 16, 2015 , 9:27 prn

January 15, 2015 , 6:56 pm

January 14, 2015, 8:22 pm

January 14, 2015, 6:38 pm

January 14, 2015, 4:53 pm

Notice Left (No Authorized Recipient Available)

Departed USPS Facility

Arrived at USPS Origin Facility

Departed USPS Facility

Arrived at USPS Origin Facility

Departed Post Office

Acceptance

Track Another Package Tracking (or receipt) number

GOLDEN, CO 80403

DENVER, CO 80266

DENVER, CO 80266

SALT LAKE CITY, UT84199

SALTLAKE CITY, UT 84199

SALT LAKE CITY, UT 84107

SALTLAKE CITY, UT84'

M I cO Poslage $ ~; 1. J. 9 00 i.7 I

= I---'--~-"-'---! ....-.-··~·~ \ 1 Track I'M Certlflei:l Fee ~- 30 p{• (.'{ _ U t ;~,,

:§ Return Receipt Fee !,>j '·' . ~~~r:-tc \ l"o~:=ik~,v\~'.\, CJ (Endorsement \:lequired) ~~2, 70 " ~ ,.,

Restricted Deliver)' Fea f----~~---; 5 e.~ \ ~ ~~· ) ~ \ :::;: (E;ndorsement RequireiJ) $0, 00 I- ~""" 1-< I ~ ~ I / CJ Total Postaae & Fees $ '1i7 1 C) r1~1·\ 1-::•0i"' ,>' /

' • .• • ' '(:')'tl-..:: ,J ~' I Front Range Energy Inves ors, t;r·:~\?} ,, .::r Bent7 ~ i.; -8 324 Garden Street ·~~--·--- ---------,

r'- ~;~~ Golden, CO 80403 citY.s (1600.13)

https://tools.usps.com/go!TrackConfirmActlon?tlabels=70140510000181711584 1/2

1/22/2015 USPS.com®- USPS Tracking TM

English Customer Service USPS Mobile Register I Sign In

i.aUSPS.CoM· ----------- ·----------------

USPS Tracking TM Customer Service > Have questions? We're here to help.

Tracking Number: 70140510000181711546

Expected Delivery Day: Saturday, January 17, 2015 Your item was forwarded to a different address at 4:20 pm on Janua1y 17, 2015 in GREEN VALLEY, AZ. This was because of forwarding ' instructions or because the address or ZIP Code on the label was incorrect. Information, if available, is updated periodically throughout the day. Please check again later.

Product & Tracking Information Available Actions Postal Product: Features: First-Class Mail® Certified Malin' Return Receipt Text Updates

DATE&TIME STATUS OF ITEM LOCATION Email Updates

January 17, 2015, 4:20 pm Forwarded GREEN VALLEY, AZ

Your item was fotwarded to a different address at 4:20 pm on January 17, 2015 In GREEN VALLEY. AZ. This was because of forwarding' instructions or because the address or ZIP Code on Uie label was incorrect. Information, If available, is updated periodically t11roughout the day. Please check again later.

January 17, 2015, 3:18 pm

January 16, 2015, 9:21 pm

January 16, 2015 , 3:25 pm

January 15, 2015, 6:56 pm

January 14, 2015, 8:22 pm

January 14, 2015, 6:38 pm

January 14, 2015, 4:50 pm

Undeliverable as Addressed

Departed USPS Facility

Arrived at USPS Facility

Departed USPS Facility

Arrived at USPS Origin Facility

Departed Post Office

Acceptance

Track Another Package Tracking (or receipt) number

GREEN VALLEY, AZ85614

TUCSON,AZ85726

TUCSON, .AZ 85726

SALT LAKE CITY, UT 84199

SALT LAKE CITY, UT84199

SALT LAKE CITY, UT 8410

...[)

SALTLAKE .:1-CITY, UT 8410' ~

r-!'I r­

"M

"°

Track It

r-!'I Certified Fe.e ~C) _. -,<r• 1·1

§l Return Receipt Fee , - ;v ,;;_.,("'ti~}{;~ Cl (Endoisement Required) 1----'-'$2=c' .,_,7~!)--tt"' {-// ·--~<~')' \

Restricted Deliver}' F~e • f \ .Z \ Cl (E;ndorsement Required) $0, 00 L~ jl ':\ [riCI Total. Postage & Fees_ 1--$----',t,~'7~. ~., C~) -t"'\c-i __ 1~~JM/i ,tJ.i.)4 ~,20J5 !-~. /

J kB G . 7•-~- \. ~ "" . ,/¢/

;;I"" Sent To aC • alllS \, -..,_~ ... /' /' r-"'I Heir of Alice A. SheverousliSPS ~-"/ CJ sireei'A ----·· ••· r- orPOB1 795 w. Arbor Ridge Drive

citii,sfa Green Valley, AZ 85614 (1600.13)

https://tools.usps.com/go!TrackConfirmActlon?tlabels=70140510000181711546 1/2

1/22/2015 USPS.com®- USPS Trackingn~

English Customer Service USPS Mobile Register I Sign In

ill USPS.COM'

USPS Tracking™

Tracking Number: 70140510000181711539

Expected Delivery Day: Saturday, January 17, 2015

Product & Tracking Information Postal Product: First-Class Mail®

DATE&TIME

January 17, 2015, 9:50 am

Features: Certified Mail™

STATUS OF ITEM

Notice Left {No Authorized Recipient Available)

Customer Service> Have questions? We're here to help.

Available Actions

Return Receipt Text Updates

LOCATION Email Updates

BEAVERCREEK, OR 97004

We attempted to deliver your item a\9:50 am on January 17. 2015 In BEAVERCREEK, OR 97004 and a notice was left because an authorized recipient was not available. You may arrange redelivery by visiting http://www.usps.com/redellverv or calling 800-ASK-USPS, or may pick up the Item at the Post Office indicated on U1e notice. If this item is unclaimed after 15 days then it will be returned to the sender. Information, if available, Is updated periodically throl1ghout the day. Please check again later.

January 16, 2015, 11:47 pm

January 16, 2015 , 3:27 am

January 15, 2015 , 6:56 pm

January 14, 2015, 8:22 pm

January 14, 2015, 6:38 pm

January 14, 2015, 4:49 pm

Departed USPS Facility

Arrived at USPS Facility

Departed USPS Facility

Arrived at USPS Origin Facility

Departed Post Office

Acceptance

Track Another Package Tracking (or receipt) number

PORTLAND, OR 97220

PORTLAND, OR 97220

SALT LAKE CITY, UT 84199

SALT LAKE CITY, UT 84199

SALT LAKE CITY, UT 84107

SALT LAKE CITY

IT' Ill Lr)

.-=I

.-=I f"­.-=i

Track If c0 Pqstage $ ~\;1, i. 9 OOJ.7 1--:---.:..::..='---i

.~ certified Fee k-~ ~0 • ,,, ... ...-t:\ ry·~ o 'I'~ 'J · ){_'<.. ,,.-f>osfri\11.U,/ Cl Return Receipt Fee. /- _., Here "'\f ~ <:::~;::::~:~:e:1::~ 1----¢""'.,

2""· ·~7~0--1( ~( .w. 1 4 2015 )~)

.-=I (Endorsement R$qulred) 1---.;..$0~·-0~'0_--J\"'-\~ 1.b

1 ci Total Po.•'"°" 11. r-"M ~ *·7, :l 9 u1(izw~01. 5 ,/ "";/

sentTo Louise A. Shaffer and Terry)'f:5-ps~ ..... " ::I" .-=I e1 .. siriiei,A. f"- or PO 8(

Shaffer, Joint Tenants "'··-........ ·' Heirs of Alice A. Sheverbush

citY.-siai 14930 Leland Road Beaver Creek, OR 97004 1600.13

https://tools .usps.com/go/TrackConfi rmAction?tlabels= 70140510000181711539

I I I· I

1/2

1/22/2015 USPS.com®- USPS Trackingrr.i

English Customer Service USPS Mobile Register I Sign In

=====

ill USPS.COM. ------------------------------------·---------------------------------------------

USPS Tracking™ Customer Service> Have questions? We're here to help.

Tracking Number: 70140510000181711508

Expected Delivery Day: Saturday, January 17, 2015 Your item was forwarded to a different address at 9:56 am on January 21, 2015 in HOUSTON, TX. This was because of forwarding instructions or because the address or ZIP Code on the label was incorrect. Information, if available, is updated periodically throughout the day. Please checl< again later.

Product & Tracking Information Available Actions Posta I Product: Features: First-Class Mall® Certified Mallm Return Recel pt Text Updates

DATE& TIME STATUS OF ITEM LOCATION Email Updates

January 21, 2015, 9:56 am Forwarded HOUSTON, TX

Your item was forwarded to a different address at9:56 am on January 21. 2015 In HOUSTON, TX. This was because offo1wardin9 instructions or because the address or ZIP Code on the label was incorrect. Information, if available, Is lipdated periodically throughout the day. Please check again later.

January 18,2015, 12:11 am

January 16, 2015, 10:25 am

January 15, 2015 , 6:56 pm

January 14, 2015, 8:22 pm

January 14, 2015, 6:38 pm

January 14, 2015, 4:47 pm

Arrived at USPS Facility

Arrived at USPS Facility

Departed USPS Facility

Arrived at USPS Origin Facility

Departed Post Office

Acceptance

Track Another Package Tracking (or receipt) number

r

HOUSTON, TX 77201

NORTH HOUSTON, TX 77315

SALTLAKE CITY, UT 84199

SALT LAKE CITY, UT 84199

SALTLAKE CITY, UT841

cO SALTLAKE Cl CITY, UT 841 Ll1 ...,

Track It

..., Cl Cl CJ

Cl .-=I LI1 CJ

Postage $ < • j , 1. 9 OO:l. i:.··-~~-f---'--~~--, ,.. ( '{ u 7" '"..~

I d F /.; \ \ ~-·~- '•- /t. .. \. Certlfe. ee . ,~:L30 ti\i , ·· ...., r

1----'='-"=~--J 11.j_~ / Postmark '·\'.'.-;> \ Return Receipt Fee I~ 1 Here !\.~ ·.)J )

(EnrlorsementRequired) <\;? 70 "'(l r;. ~~J \·p. --1 .~\I!\ '·<

Restricted Delivery F~e 1,,. ~·

11 I

(Endorsement Required) 1----~~---11 ..> 1

"' \"11.v-'>'!;l"'F" ,,/.·{ / Total Postage & Fees ii> $7" j_ 9 01~ 'fl .},;,:,JS'{,,'?,/

.:t' sent To Royalty Repository II, LLC''"·---.,....

..., P.O. Box 41027 CJ siriief, Ai r- orPOBc Houston, TX 77241-1027

cit}isiai (l 600.l3)

https://tools.usps.com/go/TrackConfirmAction?tlabels=70140510000181711508 1/2

BEFORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

IN THE MATTER OF THE REQUEST FORAGENCY ACTION OF XTO ENERGY INC.FOR AN ORDER: (l) VACATING THEBOARD'S ORDER ENTERED IN CAUSENO.233-l; AND (2) SUSPENDING UTAHADMIN. CODE RULE R649.3-2 AS TO THEWEST WILLOW CREEK FEDERAL UNIT,COMPRISED OF SECTION 23: LOTS 9-13,E%SEYq; SECTION 24: LOT 2, NE74NW%,S%NWY4, E%, SW% [ALL]; SECTION 25: ALL1'SECTION 26: LOTS 4-7,8V2, SW%; TOWNSHIP 9SOUTH, RANGE 19 EAST, S.L.B. & M., UTNTAH

NOTICE OF HEARING

UTAH

THE STATE OF UTAH TO ALL PERSONS INTERESTED IN THE FOLLOWING

MATTER.

Notice is hereby given that the Board of Oil, Gas and Mining ("Board"), State of Utah,

will conduct a hearing on V/EDNESDAY, FEBRUARY 25,2015, at 9:00 AM, or as soon

thereafter as possible, in the auditorium of the Department of Natural Resources, 1594 West

North Temple, Salt Lake City, Utah.

The hearing will be conducted as a formal administrative adjudication in accordance with

the rules of the Board as set forth in Utah Administrative Code R641 et seq., and as provided for

in Utah Code Ann. $ 40-6-1 et seq., and Utah Code Ann. $ 63G-4-101 through 601.

The purpose of the hearing will be for the Board to receive testimony and evidence

regarding a Request for Agency Action that the Board enter an Order:

Docket No. 2015-008Cause No. 233-02

1. Vacating the Board's Order entered on June 22, 1994 in Cause No. 233-1 in which the

Board had authorized gas injection for the secondary recovery of oil from the Green River

formation in portions of the lands described in Paragraph 2 below;

2. Suspending Utah Admin. Code Rule R649-3-2 as to the West Willow Creek Federal

Unit, comprised of the following Uintah County, Utah lands:

Townshio 9 South. Ranse 19 East. S.L.B. & M.Section 23: Lots 9 through 13,E%SEY4Section 24: Lot2,NE7ÀIW%, S%NW%,

EYr, SWY4lAlllSection 25: AllSection 26: Lots 4 through 7,8Y2, SW%

(containin g 2,067 .58 acres)

(hereinafter the "Unit Area");

3. Providing that no future well may be located closer than 460 feet to the boundaries of

the Unit Area without administrative approval of the Utah Division of Oil, Gas and Mining in

accordance with Utah Admin. Code Rule R649-3-3; and

4. Providing for such other and further relief as may be just and equitable under the

circumstances.

Objections to the Request for Agency Action must be frled with the Secretary of the

Board at the address listed below no later than the 1Oth day of February,2015. A party must hle

a timely written objection or other response in order to participate as a party atthe Board

hearing. Failure to participate can result in a default judgment.

Natural persons may appear and represent themselves before the Board. All other

representation of parties before the Board will be by attomeys licensed to practice law in the

2

State of Utah, or attorneys licensed to practice law in another jurisdiction which meet the rules

of the Utah State Bar for practicing law before the Utah Courts.

Persons interested in this matter may participate pursuant to the procedural rules of the

Board. The Request for Agency Action, and any subsequent pleadings, may be inspected at the

office of the undersigned, and inspected online at the Utah Board of Oil, Gas and Mining's

website at

Pursuant to the Americans with Disabilities Act, persons requiring auxiliary

communicative aids and services to enable them to participate in this hearing should call

Julie Ann Carter at (801) 538-5277, at least three working days prior to the hearing date.

DATED this 29th day of January,2}l1.

STATE OF UTAHBOARD OF OIL, GAS AND MININGRuland J. Gill, Jr., Chairman

lsl CarterBoard Secretary1594 V/est North Temple, Suite 1210Salt Lake City, Utah 84116(801) s38-s277

aJ

CERTIFICATE OF PUBLISHED NOTICE

I hereby certify that I caused a true and correct copy of the foregoing NOTICE OFHEARING for Docket No. 2015-008 Cause No. 233-02 to be PUBLISHED in the followingnewspapers on the following days:

February 1,2015:The Salt Lake Tribune and Deseret Moming News, newspapers ofgeneral circulation in Salt Lake City and County.

February 3,2015:Uintah Basin Standard, a newspaper of general circulation in Duchesne andUintah Counties.

February 3,2015:Vernal Express, a newspaper of general circulation in Uintah and DaggettCounties.

4

CERTIFICATE OF SERVICE

I hereby certify that on this 2nd day of February, 2015,I caused a true and correct copy

of the foregoing NOTICE OF HEARING for Docket No. 2015-008, Cause No. 233-02, to be

mailed by Email or via First Class Mail with postage prepaid, to the following:

MacDonald & MillerMineral Legal Services, PLLCSeth A. Loughmiller, Esq.Frederick M. MacDonald, Esq7090 S. Union Park Avenue, Suite 400Midvale, UT 84047

Steven F. Alder, Esq.Assistant Attomey General1594 WestNorth Temple #1700Salt Lake City, Utah 84116

[Via Email]

Bureau of Land ManagementUtah State OfficeAttn: Roger L. Bankert440 V/est 200 South, Suite 500Salt Lake City, UT 84101

Royalty Repository II, LLCP.O. Box 41027Houston, TX7724l-1027

XTO Energy Inc.Paul Keffer, Sr. Staff Landman810 Houston StreetFort V/orth, TX 7 6102-6298

Michael S. JohnsonAssistant Attorney General1594 V/est North Temple #300Salt Lake City, Utah 84116

[Via Email]

Bureau of Land ManagementVernal Field OfficeAttn: Jerry Kenczka170 South 500 EastVernal, UT 84078

Maurice W. Brown516 S. Greeley HighwayCheyenne, WY 82007

5

Maurice W. Brown Oil & Gas, LLC516 S. Greeley HighwayCheyenne, WY 82007

Jack B. GainsHeir of Alice A. Sheverbush795 W. Arbor Ridge DriveGreen Valley, AZ 85614

Dorotþ M. StraddeckHeir of Alice A. Sheverbush24001Sprig StreetMissionViejo, CA9269l

Front Range Energy Investors, LLC324 Garden StreetGolden, CO 80403

Louise A. Shaffer and Terry N. Shaffer, JointTenantsHeirs of Alice A. Sheverbush14930 Leland RoadBeaver Creek, OR 97004

Bonnie J. BrownHeir of Alice A. Sheverbush418 Thoroughbred LaneCheyenne, WY 82009

FREILLC-II324 Garden StreetGolden, CO 80403

\,.8; , Ã,,,.- l,-fr^.J,/ \--

6

4 770 S. 5600 \\ . \\f-.S T VA I I. I-. Y ( I I Y. lJ I i\ II 841 18 FED.T AX I D." 87-0217~>63 80 1-204-69 I 0

NOTICE Of' lt!Mt«> I80RE TtE IICWID Of' OIL, GAS IHl MI*IG

OEPAIITMIM Of' Nol.l\aAlltESCll..as STAT! Of' UTAH

TtE STAT! Of' UTAH 10 AU. PSSONS NT8IESTB> _..THE FOlJ..CIINN> IMTTERS (l)oc:lm NcrL 201~, 2015-008, 2015-009, cnl2015-010)o NOTIC! IS HERBY GIV&I that the Board of Oil, Gas and Mining ("Board"), Slate of Uloh, will conduct a hearing on WE!lNESOAY, FEBRUARY 25, 2015, ol 900 I>M, or as soon lhereofter as possible, In the oudltorl~~n of lhe Deportment of NohJrol Resources, 1 594 West North Tem-(!)

z PI pie, Salt Lake City, Uloh. TtE lt!Mt«> WlU. BE (X)tOJCTB) os a formal administrative adjudication in oa:ordonoo with the rules of the Board as sel f«th in Uloh Ad­rn;n;stror.ve Code R641 et seq. and os provided f<x in Uloh Code Am. § 40-6-1 et seq., and Uloh Code Ann. § .oi0-8-1 el seq., and Uloh Code Am. § 63G-.ol-1 0 1 thr""'il 601 • ~ Cl 'SI OMLR N/

: DIY OF OIL-GAS & M (J

t> ltose Nolton

J 594 W NORT H TEMF

~) 1'.0. BOX 145801

:s SALT LAKE CITY.

:::::: 0 !

[

TELEPIIONE i

80 15385340

Start 02/0 1/

:

PH

NOTICE OF HEARING BEFORE

1 OE

TIMES

3

MISC. CHARGES

AS 1-.WWAPER A<iJ-:l\ : Y COMPANY. I I C dba M :\OTIC! O F IIEAIU:\ (, BEFORE T il E BOAIW 0 STAT E O F l iTAII TO ALL I'ERSO~S I"'TEREST AGENCY COMPANY. I. .. C' dba MEDIAONr OF UT, TIIC CM ri.ISII I.ANGlJ/.GE WITll GI.NI RAJ. CIRC l 'T i\11. 'I.OTICr IS AI S< t POSTI::D 0'- \ I All LEGAl

OOCJC!T NO. 201 ~ CAIJSE t«>. 139-1 29 - In the MOtter of the Request f<x ~ Action of teNFIElD PI!OOUCTION COMPN'f'l for on Order modifying the Board's Order entered in Couse No. 139-1 17 to reduce !he north-south drilling lx>wldary se- from 660 feel to 330 feel f<x the spedol pilot 1 280-oae drilling l.llits f<x the prodlction of oil, gos and ossocloted hydroc:arbons from the ~r Wosoldl Fonno­lion estoblililed thereu'lder, ~rised of Sedions 15 and 22, T3S, R2W, USM, ond Seclions 3 ond 10, ond 15 and 22, re>peetively, T3S, R3W USM Duchesne County, Uloh. TtE ~ Of' 1HE I'ROCJ!DING will be for the Board to receive testimony a nd evidence regarding a Reqoest f<x Agency Action that the Board enter on Order, 1 • Modifying the Board's Order enlet"ed June 1 3, 2014 in Couse No. 1 39-117 to reduce the North-South drilling """ bo<Jndory se­from 660 feel to 330 feet as pertaining to the following spedol pilot 1,280-ocre (or substantial equivalent oorminotion of lots and quarter­quarter MC!ions) drilling l.llits estoblililed thereu'lder f<x the p~ion of oil, gas and associated hydrocarbons from the ~r Wosoldl formation, defined OS follows: the baoe of the Ulela>d 8utle Member of the J..oower Green River formation to the lop of. the Wosoldl Red Beds, being the stratigraphic equiV­olenl of .,. inlervol from 8,765 feet to 9,967 feet HIJ as ldenlified In the Ouol Induction Log ...., on March 7, 1972 In the JW Aocawimo # 1 Well loc:IOted in the t-E14SW14 of Sedion 1 3, T3S, R3W, USM, ~rlsed of the following respective Duche1ne Cou!ty, Uloh lands,

Township 3 South, Range 2 West, USM Sedions 15 and 22• All Township 3 South, Range 3 West, USM Seclions 3 and 1 o, All Sedions 15 and 22• All; (ex>llecti\'ely the "Sibjecllonds"); •

2.. ~'·mlote in ail - respects that the 1 39-1 1 'l Order remains In full force and effect as to lhe S.Cied Lands; and 3. Providing f<x such other and further relief os may be just and equitable l.llder the dra.mstanc:.s. OOCJC!T t«>. 201 5-008 CAIJSl t«>. ~ - In the Motter of the Request f<x AgftJrq Action of XTO &ERGY NC. for on Order• ( 1 ) Vacating the Board's Order entered in Couse No. 233-1 ; and (2) Suspending Uloh A<inin. Code Rule R649-3-2 As to the West Willow Creek Federal U>il, ~rised of Sedion 23, Lots 9-13, ~SE'4Seclion 2.o1, Lot 2, t-E14NWJ4S~. SW14[Ail); Seclion 25, All; Sedion 26• Lots 4-7, ~ SWI'; Township 9 South, Range 19 East, S.LB. & M., Uintoh County, Uloh. TtE PURPOSE Of TtE PROCH'I>ING will be f<x the Board to receive testimony and evidence regarding a Request for Agency Action that the Board enter on Order, 1 . Vocoting the llaord's Order entered on June 22, 1994 in Couse No. 233-1 in which the Board hod authorized gas injection f<x the secon­dary reCX>Very of oil from the Green River formation in portions of the lands described in Paragraph 2 below; 2. Suspending Uloh Actnin. Code Rule R649-3-2 as to the West Willow Creel< Federal Ulil, ~rised of the following Uintoh Cou!ty, Uloh lands·

Township 9 South, Range 19 East, S.L8. & M. Seclion 23, Lots 9 thrOUiil 1 3, E!',SE% Sedion 24• Lol 2, NEI'N\"o/!4, SJWNlo,, ~. SWl4 [All) Sedion 25, All Seclion 26, Lots 4 thr019> 7, ~. SWl4(a>ntoining 2,067.58 aaes) (hereinafter the "Ulit Area");

3. Providing that no future well may be located closer than 460 feel to the bouldories of the lklll Area wilhoul administrative approval of the Uloh DIVIsion of 011, Gas and Mining in oa:orclcn:le with Uloh Admin. Code Rule R649-3-3; and .C. Providing f<x such other and further relief as may be just and equitoble l.llder the ciro.mstonots D0CJ<ET t«). 2015-009 CAIJSl t«>. 176-06 - In the Mctier of the Request f<x ~Action of tm:RN.t.TIONAL PE1"ROI£U',\ liMJTB) liABIUTY COMPN'f'l, et ol, f<x a horizontal drilling l.llit for the production of oil and gas from the Turu-M Member consisting of Sedion 11, Township 15 South, Range 3 East, S.LM., Sanpete Col.llty, Uloh. TtE PURPOSE Of' TtE I'ROCJ!DING will be for the Board lo receive testimony and evidence regarding a Reqoest for Agency Action that the Board enter on Order• 1 • Establishing a drilling ..,it, effective as of the spudding dote for the Moroni Well, for the production of oil and gas from the Turu-M mem­ber, defined as. The Interval from the top of the Turu-M (Turu-M Shale Member of the Mancos Shale, Allen Volley Shale) lo the bose of the Turu-M (lop of Do­koto, 5or1>e1e),- is def'.ned os the stratigroph;c equ;volent of the Gonmo Roy - Sonic Log depths of 11,550 feet and 12,a70 feet in the Moroni 1 A· X well (API# 43039300070000) loc:IOted in the t-NISENN of Sedion 14, Township 15 South, Range 3 East, SlM, and of the SP -Resistivity and Ulhology Log depths of 9,206 feel and 9,7.ol1 feet in the JW Irons #1 (API# .oi303911243COOO) loccted in the N2SEN: of Sedion 16, Township 15 South, Range 3 East, SLM. oonsisting of the following described Sanpete Col.llty lands. Township 15 South, Range 3 East, Sl.M Sedion 1 1 ' All 2. Authorizing the Moroni 11 M-1 1 07 Well as the ...,;, well at the loco lion and distances from other wells previously approved by the Divi­sion; and 3. Providing f<x such other and further relief os may be just and equiloble l.llder the cira.mstOIICies. D0CJ<ET t«). 2015~1 0 CAIJSl t«>. M/OO.U /0022 - In the MOtter of the Request f<x Agency -'dion by UMAH COLNTY f<x release from a wrilten a>nlroct proVIded os surety f<x the Ulntoh Cou!ty Asphail Mine, M/ 0047 /0022, Uintoh Cou!ty, Uloh. TtE PURPOSE Of' THE ~ will be f<x the Board to receive testimOny en! eVidence regarding a Request f<x Agency Action that the Board enter on Order• 1. Providing a full and ~lete Release of Ulntoh Cou!ty from its obligations as ~ronlor of requirements sal forth In the Redanotion Controct approved as the surely f<x the Cou!ty Asphalt Mine (M/047 /0022) condilionol upon ex>nfirmotion that: a) on adequate replooemenl surety in the CIIIIOU1t of $115/XiO.OO for the Cou!ty Asphall Mine Permit (M/ 047/ 022) has been provided by TSH II and oa:epled by the Division; and b) the full surety for the Crown Aspholl Permit M/047 /032 os approved in the CIIIIOU1t of $678,000.00 has been provided by TSH II and ac­cepted by the DIVision; ond 2. Provide such olher just and equilob le relief as may be just and reasonable based on the evidence and org<.ments provided at the hear ing. Objections to the Request(s) f<x Agency -'<:tion tnJSt be filed with the Secretory of the Board at the address listed below no later than the 1Oth day of February, 2015. A party tnJSt file a timely written obJec:lion or other response in order to participate os a party o1 the Board hearing. Failure to participate con resull in a default judgnenl. NohJrol persons may appear and represent tt.melves belore the Board. All other representation of parties before the Board will be by ol­lorneys licensed to proctice low in the Stole of Uloh, or attorneys licensed to practice low in another jurisdiction which meet the rules of the Uloh Stole liar for practicing low before the Uloh Courts. Persons interested in this molter may participate pursuant lo the procedural rules of the Board. The Request f<x Agency -'dion, and any Sib­sequent plead~, may be inspected at the office of the l.lldersigned, and inspeCted online at the Uloh Board of 011, Gas and Mining's webslle at httpojfogm.utoh.gav fomr /boordlernp/redesignjbool<sJTtrnl. Pursuant to the Americans with Disobililies -'<:t, persons requiring auxiliary oomru'lioative aids and services to enable them to participate in this hearing should ooll Julie Am Corter at (801) 538-5277, at least three working days prior lo the hearing dote. DATED this 29th day of January, 2015.

STATE Of' VTAH BOARD Of' OIL, GAS Al'l> MINING Ruland J. Gill, Jr., Oloirman / s/ Julie Am Corter BOord Secretory

\ '"I AHL I (rAISCOM I )J-Fil\:ATI-1 Y C0\1PLIF.S' 1008895

159.ol West Nor1h T""'9le, Suite 1210 Salt lolce Oty, Uloh B.ol116 (801) 538-5277

Start 02/0 I /20 I 5 PlJUI.ISIII:D ON

SIGNAil'RL

DATI 21212015

Til lS IS ! OT A STATEMI:NT HUT A "PROOF OF PUBLICJ\TION" PLEJ\SE PAY FRO :VI BILLING S"f A TEM ENT

VIRGINIA CRAFT /.--:-;-;,.,.

U ,.. f. \ '•v A ' v - ~ A C !.,; A.l

\- ~~J~~,./•t~ C ~ -. E >::- 01 12 2018

County of Duchesne.STATE O T UTAH

I. Kevin Ashby on oath. say that I am the pUBLISHERof the Uirrtah Basin Standard. a weekly newspaper of generalcirculatio r. published at Roosevelt. State and County atbresaid,and that a certain nolice, a true copy of which is heretoattached, was published in the tull issue such newspaper lbr

/ consecutive issues. and that the first publication wason the- J day of r::_..! . L.,r.,r' _g__ _, 20 / 5 , and thatthe last p,ublication of such notice /vas in the issue of such

AFFIDIAVIT OF PUBLICATION

Subscribed and swom to befbre me on this

dly of 20 /.>

Nolary publicBOilt{tE PARRlsilLomml&son t6S3,{27

[r,Y Cotlrtn'6sjon exptlEs

NOTICE OFHEARING

BEFORE TTTE

BOARD OF OIL,GAS AND MINING

DEPARTMENTOF NATURAL RE.SOURCES

STATE OF UTAHTHE STATE OF

UTAH TO ALLPERSONS INTER-ESTED IN THEFOLLOWING MAl'.TERS (Docket Nos.2015-007, 20 r 5-008,and 2015-010):

NOTtCI-. tSHEREBY CIVENrhat the Board ofOil, Gas and Mining("Board"), State oflJtah, will con-duct a hearing onWEDNESDAI iEB-RUARY 25, 20t5, at9:00 AM, or as soonthercafler as possible,in the auditorium ofthe Depa(mcnt ofNatural Rcsourccs.1594 West NonhTemple, Salt l,akeCiry, Utah.

THE HEARINCWILL BE CON.DUCTED as a lbrmaladministrative adjudi-cation in accordaDcewith the rules oftheBoard as set forth inUtah AdministrativeCode R64l et seq.and as providgd forin Utah Code Ann.$ 40-6-l et seq., andUtah Code Ann. g 40-8-l et seq., and UtahCode Ann. {i 63G-4-l0l through 601.

DOCKET NO.2015-007 cAUsENO. 139-129 In rheMatter ofthc Requesrfor Agenb}Fibnof \,IEWFIELDPRODUCTIO\'.COMPANY fbr anOrder modilf ingthe Board's Orderentered in Cause No.139-l l7 ro reduce thenorth-south drillingboundary serbackfiom 660 feet to 330 I

leer tdr the specialpilot 128O-airedrilling units lbr thcproduction ol.oil,gas and associatedhydrocarbons fromthe Upper WasatchFormation establishedthereunder, com-prised ofSections l5and 22, T3S. R2W.USM, and SectioniJ and t0, anJ 15 and/1, respectrvel! fl\RIW USM. D;ch-

-'esne Counly, L,tah.

THE PURPOSE,OF THE PROCEED-ING will be for theBoard to recei\e testi_mony and evidenceregardlng a Requeslror Agenc], Acrionthat the Board enteran Order:

, t. Modif ingrne Board s Orderentercd June l-1.2014 in Cause No.

_ljg-llTtoreducetheNonh-Sourh drillingunrt boundary setbacktrom 660 f'ect lo 330leet as pertaining tothe following specialprtot 1.280-acre (orsubstantial equivalent

/combination ol.lotsand quarter-quartersectrons) drillinguntts establishedthereunder for thep.oduction ofoil,gas and associatedhvdrocarbons iionrlhe Upper llasatchiormation. dcfined asro|lows:

the base of theUteland ButteMember ofthe LorverUreen River forma-tlon to the top oftheWasatch Red Beds,oerng the srraligraDh_ic equiralent ofrheinterval liom g,76ireet to 9,967 iber Mt)as ldentified in theDual Induction l_ogrun on March 7. 1972In the JW Acccwinni4 | Well locared inrhc NE%SW% of

ne\4 spap(:r darcrl rhe t du) of _i_l:.Llrt_L:l_.20 / 5 . and that said notice $as published on Ut/hlegals.com on the same day as the first newspaper publication andthe notic: remained on Utahlegals.com until the end of thcschedule,l run.

State otFebrua,y23,2016State ot Utah

Notary Publio

--'__J

(ek(':,( -

Section 13, T3S,R3W USM,

comprised ofthefollowins resDectiveDuchesni Counfo,Utah lands:

Township 3 Sourh,Range 2 West, USM

Sections l5 and 22:All

Township 3 South,Range 3 West, USM

Sections 3 and l0:All

Sections l5 and 22:A ;

(collectively the."Subject Lands");

2, Confirming inall other respecrs thatthe 139-ll7 Orderremains in firll forceand effect a! to theSubject Lands; and

3. Providing forsuch other and fiutherrelief as may bejustand equitable underthe circumstances.

DOCKET NO.2015-008 cAUsENO. 233-02 - In rheMatter ofthe Requestfor Agency ActionofXTO ENERGYlNC. for an Order: (l)Vacating the Board'sOrder entercd inCause No, 233-1;and (2) SuspendingUtah Admin. CodeRule R649-3-2 Asto the West WillowCreek Federal Unit,comprised of Sec-tion 23: Lots 9-13,E%SE%; Section 24:Lot 2, NEz.N W7\st/Nw%,Ev2, SWt/.lAlll; Section 25:All;Section 26: Lots 4-7,E%, SW%; Township9 South, Range l9East, S.L.B. & M.,Uintah County, Utah.

THE PURPOSEOF THE PROCEED.ING will be for the

.Board to recelve rcsrF

' mony and evidenceregarding a Request

for Agency Actloothat the Board enter

. an Order:l. Vacating the

Board's Order entereo

on June 22, 1994 inCause No. 233-l inwhich the Board had

authorized gas injec-tion for the second-

arY recoYery of oilfiom the Green Riverformation in Portionsof the landq describ€d

in Para$aph 2 belowi2- Suslending''

-Utah Admi[ codeRul€ R649-3-2 as

to the West WillowCreek Federal Unit'comPrised ofthefollowing UintahCountv, Utah lands:

TownshiP 9 South'Range 19 East, S [' B&M.

section 23: Lols 9

throush 13, E%SE%Scihon 24: Lot

2, NEYNWYJ,S'4NW%'

E%, sw% [AlllSecdon 25: AllSection 26: Lots 4

through 7, E%, SW%(containing

2,067.58 acres)(hereinafter the

"Unit Ar€4");13. Providing that

no future well may

be located closer than

fi*$'#trwirhout administia-tive approval oTthe

Urah Division of Oil.Uas and Minins inaccordance wit-h UtahAdmin. code RuleR649_3_3; and

4. providing forsuch_other and furtherrertet as may be iustand equitable r-rnderthe circumstances_

DOCKET NO.20t5_0r0 cAUSEN(). M/0047/0022 _tn the Maner oftheKequest for AgencvAcrion by Ulli_ ,IAH COLNTy forretease from a writtencontract provided assurety for the UintahL_ounty Asphall Mine-M/u)47 /0022. r tinr"h'County, Urah.

. THE PURPOSEIJF T}JF PROCEED-r\(r r!r| be for lhetjoard to receive testi_mony ard evidEnceregarding a Requestror Agency Actionrnat the Board enteri|n Urder:

t. providing a full

and complete Releas€ Pursuant to theor Uintah Counrv Americans with Dis-trom irs obliga- abilities Act, personsuons as guarantor of , requiriry auiliaryJequiremenls sel fonh I communicative aidsrn the ReclamatioD and serviccs to enable( ontract approved tnem lo participate inas lhe surety for the lhjs hearing shouldL ounty AsDhah M;,. call Julie Ann CanertMtOqtrcoiit coii;i_- at (60t ) 538-527?. arttonal upon confirma- least thrce working

days prior to the hear_ing date.

DATED this 29thday ofJanuary.20l5.

STATE OF UTAHBOARD OF OIL,

CAS AND MININGRuland J. Gill, Jr.,

Chairman,lV Julie.Ann CartorBoard Secreur)*1594 .west

NonhTemple, Suite 12l0

- Salr Lake City,Utah 841 16

(801) s38_5277published in

the Uintah BasirrStandard February 3,2015.

F

,1 ,

NOTICE OFHEARINC

BEFORETHEBOARD OI;orl,, GAS

AND MININGDEPART.MENTOFNATURAI,

RESOURCESSTATE OF

UTAH

THE STATEOF IJTAH TOALL PERSONSINTERESTED IN1'HE TOLLOtllTNCMATTERS (DockctNos. 2015-008 and2015-010):

NOTICE ISHEREBY GIVENthat the Board ofOil, Gas and Mining("Board").stateol Urah, will con-duct a heaing onWEDNESDAYFEBRUARY 25,2015, at 9:00 AM,or as soon thereaf-ter as possible, inthe auditorirun ofthe Department ofNafural ResourcesI594 West NorthTemple, Salt LakeCit)! Urah.

THE HEARINCWILL BECONDUCTED as aformal administra,tive adjudicaiion irlaccordance with tlerules oftlrc BoErdas set forth ir Utal

. E7:, SW7. [Alt]. Section 25:All

Section 26:Lots 4 through 7, E%,sw'|/.

(contaihing2,067.58 acres)

(hereinafter thc"Unit Area");

3. Providing tharno future well maybe located closer than460 leet to the bound-aries ofihe UnitAreawithout admilristra-tive approval oftheUtah Division of Oil,Gas and Mining.inaccordance with ljiahAdmin. (lode RuleR649-3-3; and

4. Providing fi)fsuch other and li|nherrclief as may bejustand equitable Lrnderrne ctrcutnstances.

DOCKET NO.2015-0 r0 cAUsuNO. M/0047/00:2In the Matter oftheRequest for AgencyAction by UINTAHCOUNTY for releaselrom a wriften con-tract provided assurety for the UintahCounty Asphalt Mine,M/0047 /0022, UintahCounty, Utah,

THE PURPOSI]OF THEPROCEEDINC willbe for the Board torecetve testtmony andevldence regarding aRequest for AgencyAction thal the Boardenter an Order:

l. Providing a fulland complete Ile['ascofUintah Countyfrom its obliga-trons as guamntor ofrequirements set forthin the ReclamationContract approvedas the sure0 for theCounty Asphalt MineG\A047 /0022) condi-tional upon confirma-tion that:

a) an adequatereplacement suret-vrn the amount of$l 15,900.00 for rhcCounty Asphalt MinePermI (M/047/022)has becn pro\ idcdby TSH ll andaccetre*$L|_

PROOF OF PUBLICATION

STATE OF'UTAH,)s.s.

County of Uintah

I, ALYSSA SPRINGER, being duly sworn, depose and say that Iam the Legals Manager ofThe Vernal Express, a weeklynewspaper of general circulation, published each week at Vernal,Utah, that the notice attached hereto was published in saidnewspaper for I publication(s), the first publication having beenmade on February 3, 2015 and the last on February 3,2015, thatsaid notice was published in the regular and entire issue of everynumber of the paper during the period and times of publication,and the same was published in the newspaper proper and not in asupplement; and was published on Utahlegals.com, a websiteestablished by the Utah Press Association thoush the collectiveeffons of Utah's newspapers. on the same day ai the fustnewspaper publication and the notice remained on Utahlesals.comuntil the last day of publication.

286 lines. Publication fee, 9286.25.

This page is not a billing statement or invoice, but a proof ofpublication. Please make payment lnvotce.

Legals Manager

rI

i{r-

Notary Public :BONNIEPARRISH ICommhsion 1G53427 t

My Corrds8lon E[tlri IFcbrury23,mt6 |State of Utah

--r---J

Subscribed and sworn to before me

Notary Public, Residence, Roosevelt, Utah

Adrninisfar.ive cod€ *&Iit{+"9"0R&11 ir.dn, 9.rJ as o.)-UleJultrure!)providci.f,i'ih.diiii- Stryrel*F*''itode tu'n.6 40_O_ Asphah Permit

I et seq.,ard Utah M/047/032 as

Code Ann. 6 40_B_l approved rnet seo.. and Utah the amount ofCod".Ann. S 63c_4- $678,000.00 has been

l0l thoueh 601. provided by TSI| tlDOIKET NO. and accepred by the

2015_(O8 CAUSE Division; and

NO.2:J3_02 ln the 2. Provide such

Maner ofthe Request olherjust and equi-for Ag'rncy Actio; table reliefas may be

ofXTO ENERGY Just and reasonable

INC. i)r an Orde.: 6) based on the evidenceVacati g the Board's and arguments pro-Order eiered in vided at the heanng.

Cause No. 233_l: Objections toand {2 | Suspending the Request(s) forUtah Admin. Code Agency Actior|Rule R649_3-2 As must be filed withto the $y'est Willow the Secretary oftheCreek Federal t1nit. Board at the address

comprised ol Section li5led belo\r no

23: Lots 9_13. later than the l0thE'4SE a; Section 24i day ofFebruary.Lot 2. NE7.NW%. 2015. A parry musrS%N\/%.Ey,. S\i% file a timely wrirren

[All]; Section 25: All; objection.or othersection 26: Lots 4_7. response In order toE%, SW%: TownshiD partiiipate asa pafiy9 South, Range 19 al lhe Board hearing.Easf S.L.B. & M.. Failure to participateUintah Counw. Urah. can r€Eult in I default

THE PURPOSEOF THEPROCEEDING willbe for the Board toreceive testimony andevidence regarding aRequest for AgencyAction that the Boardenter an Order:

l. Vacating theBoard's Order €nteredon June 22, 1994 inCause No. 233-l inwhich the Board hadauthorized gas injec-tion for the secondaryrecovery ofoil fromthe Creen fuver for-mation in portions ofth€ lands described inParagraph 2 b€low;

2. SuspendingUtah Admin. CodeRule R649-3-2 asto the West Willowcreek Federal Unit,comprisd of thefollowing UintahComty, Utah lands:

Township 9 South,Range 19 East, S.L.B.&M.

S€ction 23:Lots 9 through 13,EVISE%

Section 24:Lot 2, NE/1NW%,s%Nw7!, ,

judgrnent.Natural persons

may app€ar and rep-resent themselvesbefore the Boad. Allother representationof parties before the-Board will be byattorneys licensedto pnctice law inthe State ofUFh, orattomeys lic€nsed topractice law in anoth-erjudsdiction whichmeet the rules of theUtah Strit€ Bar forpFcticing law belbrethe Utah Courts.

Persons int€restedin this matter maypanicipate pursuantto the proceduralrules ofthe Board.The Request forAgency Action,ano any suosequentpleadings, may beinspected at the officeofthe undersigned,and inspected onlineat the Utah Boardof Oil, Gas andMining's website ar

hUn: rocn.ureh.govl

Pursuant to theAmericans withDisabilities AcL p€r-sons re{uiring auxil-iary communi€diveaiCardFvb. Senable them to partic-ipate in this hearingshould call Juli€ AonCarter at (801) 538-5277, at least threeworking days prior mthb h€aring date.

DAIED this 29rhday of January, 2015.

STATE OF UTAHBOAFD OF OIL,GAS AND MININC

Ruland J. Gill, Jr,Chairman

/V Julie Ann CarterBoard Secretary I 594West North Temple,Suite 1210 Sah Lakeciry, utah 841 l6(801) 538-5277

Publish in theVerml E eress onFcbrurry 3, 2015.

United States Department of the Interior

BUREAU OF LAND MANAGEMENT Utah State Office

440 West 200 South, Suite 500 Salt Lake City, UT 84101-1345

http://www. b1m.gov/ut/st/en.htm I

IN REPLY REFER TO:

3160- UTU73128X (UT922) FEa 0 9 2015

FILED

Utah Board of Oil, Gas and Mining P.O. Box 145801 Salt Lake City, Utah 84114-5801

Dear Members of the Board:

FEB 0 9 2015 I

' . -~

SIQETARV, BaNI) OF ~GASIMNNG

Re: Docket 2015-008, Cause No. 233-02 West Willow Creek Unit

The Bureau of Land Management (BLM) has reviewed the referenced Request for Agency Action affecting lands within the West Willow Creek Unit.

The West Willow Creek Unit covers the following lands:

Township 9 South, Range 19 East, SLM Section 23: Lots 9 through 13, E~SB-4 Section 24: Lot 2, NE'l4NW'l4, S'liNW'l4

E~, SW'l4 [All] Section 25: All Section 26: Lots 4 through 7, E~, SW'l4

comprising 2,067.58 acres more or less

The applicant has requested the Board issue an order:

(a) Vacating the Board's Order entered on June 22, 1994 in Cause No. 233-1;

(b) Suspending Utah Admin. Code Rule R649-3-2 as to lands within the Unit Area;

(c) Providing that no future well may be located closer than 460 feet to the boundaries of the Unit Area without administrative approval of the Division in accordance with Utah Admin. Code Rule R649-3-3;

(d) Making such findings and orders in connection with the Request as it deems necessary; and

(e) Providing for such other and further relief as may be just and equitable under the circumstances.

The BLM supports the request.

If you have any questions regarding this letter, please contact Michael Coulthard of this office at (801) 539-4042.

Respectfully submitted this 91h Day of February, 2015.

Sincerely,

Roger L. Bankert Chief, Branch of Minerals

cc: XTO Energy Inc. Attention: Paul Keffer, Sr. Staff Landman 81 0 Houston Street Fort Worth, Texas 76102-6298

Seth A, Loughmiller MacDonald & Miller Mineral Legal Services, PLLC 7090 S. Union Park A venue, Suite 400 Midvale, Utah 8404 7

BLM Vernal Field Office (UTGOl)

UDOGM

United States Department of the Interior

BUREAU OF LAND MANAGEMENT

IN REPLY REFER TO:

3160 - UTU73128X (UT922)

Utah State Office 440 West 200 South, Suite 500 Salt Lake City, UT 84101-1345

http://www.blm.gov/ut/st/en.html

FEB 09 2015

Utah Board of Oil, Gas and Mining P.O. Box 145801 Salt Lake City, Utah 84114-5801

Dear Members of the Board:

Re: Docket 2015-008, Cause No. 233-02 West Willow Creek Unit

The Bureau of Land Management (BLM) has reviewed the referenced Request for Agency Action affecting lands within the West Willow Creek Unit.

The West Willow Creek Unit covers the following lands:

Township 9 South, Range 19 East, SLM Section 23: Lots 9 through 13, E~SE':It Section 24: Lot 2, NE':ItNW1!4, S~NW':It

E'li, SW'!t [All] Section 25: All Section 26: Lots 4 through 7, E~, SW':It

comprising 2,067.58 acres more or less

The applicant has requested the Board issue an order:

(a) Vacating the Board's Order entered on June 22, 1994 in Cause No. 233-1;

(b) Suspending Utah Admin. Code Rule R649-3-2 as to lands within the Unit Area;

(c) Providing that no future well may be located closer than 460 feet to the boundaries of the Unit Area without administrative approval of the Division in accordance with Utah Admin. Code Rule R649-3-3;

(d) Making such findings and orders in connection with the Request as it deems necessary; and

(e) Providing for such other and further relief as may be just and equitable under the circumstances.

The BLM supports the request.

If you have any questions regarding this letter, please contact Michael Coulthard of this office at (801) 539-4042.

Respectfully submitted this 91h Day ofFebruary, 2015.

Sincerely,

/s/ Roger L. Bankert

Roger L. Bankert Chief, Branch of Minerals

cc: XTO Energy Inc. Attention: Paul Keffer, Sr. Staff Landman 81 0 Houston Street Fort Worth, Texas 76102-6298

Seth A, Loughmiller MacDonald & Miller Mineral Legal Services, PLLC 7090 S. Union Park A venue, Suite 400 Midvale, Utah 84047

BLM Vernal Field Office (UTG01)

UDOGM

be: West Willow Creek File UT920 - Reading File Agr. Sec. Chron.

MCoulthard:mc:2-5-15

ø Complete items 1, ¿ æd 3. AIso comPleteitem 4 if Resticted Delivery ls desired.

q Print your nams and address on lhe reverse

A Signdæ

Sqvia€

E lnsured Ma¡l

tr Agent

C. Dde

Itsn 1? Ys

E Fletrn Fleæîptfor ¡¡eEtEndls

,q. SgrF-ture

x \t({\E Complete iteß 1,2, and 3, Also complete¡tem 4 if Restícted Defrvery [s clesired.

E Print your namÊ and addresÊ on lìe reverseso that we can rsùm tfie cârd 1o you.

! Attach tlis cald to the back of the ma¡lpieæ,or on the front if space perm'lts.

trl No 11. ,Arb'.DleAddËedlo:

Agent

XE ReglsteFd E REh¡fi R€æiptfù MerdãÌdb€Cerlifiçd Þç¡esç"

4. R6tictedDêlivery?(E{ûaFæ) Eyæ

I zul+ usl,E uEEl, å1,?1 1l??

D.l. Ar¡-de Add€sedto:

BonnîeJ:Brciwn' - -' 'iù'..

Heir of Alice A. Sheve¡bush ':

418 ThorougþredLaneCheyenne, SEY 82009

2- Afücle Numbs

4. Besùiçted D€l-wY? (Þ¿r¿ FeeJ EYæ

?Ei.q o51o oEIIr E1?1 1553

B.

enter delivery addres belou

J,q[.l 21 Zúi5

12D.

JÀ[ 23 ?015

by(Pdntdî,lap)B.

¿ Ælicle NuûbsÍtelr{q frcû ærvlæ label)

Ps Fom 3811, July2o13 Dm6tic Flebm Fleæ¡Pt

Í@sÍqfrcmæNlæ laæl)

,S Fom 38'11. July2013 Dmslic Rú¡m Reæ'pt

¡I

I

¡teñÌs 2, and & AIso complsteDe[very's desircd.

À Sign¡û¡Þ

Prirt your næ and addæ on the everse x ,i r.1Le tfid u/e can retum the card to you.

I Aftach this card to tàe back ôf the mâfpiec€,or on the Íor¡t ¡f space perm¡E'u(4

r1 o -;a (l IË ã-=tJE sxË4zøê1ãe ã3tsÐEE?r¡,NÈSå NcoV

1. Artide.Addæedto;

tFrontRange

P24 Garden

jGolde+ coI

' ¿ A¡t¡dê NqútrÍ@úqfffiæfliæbÈ¡-/,

Ps Form 38'11, Jutyzolo

Energy Luvestors,'LT-CStreet80403

for MschÐdissEl lnsræd Mãil E

4. Resbicted D€liveM l6ùa FeeJ EY6

?Ul,q E5IU. EEUI È1,71 15&'+.IþtrEsüc Reû¡n Fæeipt

ïI

1-mo

ËË g

iËH-ç

J¡iii Z : :¡=';l

addÆÞþIil:

G\L

lfYEs,D.

COMPLETE fHIS SECÍION ON OELIVERY

',2012015Engllsh

USPS.com@ - USPS TrackingrN

Customo¡ Sotvlce USPS Moblle Rsglslor / slgn ln

ÈlusPs,coM"

USPS Tracking" Customel'Seruice IHave qu€stlons? We're here to help,

Available Actlons

Toxt Updales

Emall Updates

Tracklng Number: 701405i0000i 811,11614

Expected Dellvery Day: Saturday, February 14,2016

Product & Tracking lnformationPostal Product:

Flrst-Class Mall@

Features:

Cerllfled Mallil

STATUS OF ITEM

Notlce Left (No AulhorlzedReclple nt Avalfable)

DATE & TIME

February 14,2015 ,2:08pm

Relurn Rêcelpt

LOGATION

sAN DtEcO, cA 92101

sAN D|EGO, CA92l99

SAN DIEGO, CA92199

SALT LAKEclry, uT841ee

SALT LAKEcfrY, uT84199

SALT LAKICITY, UT8

vve. attenìpted to deliver your item at 2:08 ¡)rr on Fobruary 14,zo1lln sAN DlEGo, cA 92101 and anolice was lef( beoause an aulhoriz-ed recipient was not availablo. you may arfânge redellvery byvisìlJlrg hlllrl//wwlv.us¡rs.com/reclellvery or calling 800-ASK-USPS, or,n"y ¡ílck up iÍre ltem at the postOffice indícated on lhe notico. lf th¡s ltenl is unclaimed after 15 days then'itwill be retulned lo tl.ìosenclor.

February'14, 2015, 2:19 am

February 13,2015 ,11:62am

Departôd USPS Faclllty

Arived at USPS Faclllty

February 12,2015, 6:55 pm Departed USpS Faclllty

February 11,2015 ,9:08 pm Arrlved al USPS OrlglnFaclllty

February 1 1, 2015 , 3:23 pm Acceptance

Track Another PackageTracklng (or rocefpt) number

J

r-l-.8Fã

rLrãEO

råEtrttr¡

EÊlt11t=

ËErr

Track

Pqstage

Oetlllled Feey'oetmaft

çeb¡¡Feturn Recelot Foe(Endoisomenl Bo{iuh€d)

\.; '>-

Tolâl Poslag6 & F€es $ $?.19 a?/I

JACKB. GAINSOFALICEA, SHEVERBUSH

!!.12_?!!-I!:.1325 PAcrFrC HrcHWAy - UNrT 1003c/0,,srare, zrP SAN DIEGO, CA g2l0l

https://too s.usps com/gofTrackConfirmAct on?tLabels=701405100001,81711614

,Tl,=ù

$ $1.19

u.¡0

$2.?0

$0.00

1t2

'J20t2015Ergllsh

USPS,com@ - USPS TrackingrÀl

customor Sôrvlce USPs Mobllo Roglster / Slgn ln

ÈUSPS.COII/Ï

USPS TrackingrM

LOGATION

PORTLAND, OR 97220

PORTLAND, OR97220

SALTLAKE CIry, UT84199

SALT LAKE CIW, UT84199

SALT LAKE CITY, UT84I07

SALT LAKE

Customer Serulce ¡

Have quostlons? Wo'r€ hers to holp,

Available Actions

Text Updates

Emall Updates

001?

Hera

.fifl I 4 r0l$:alJ)

ffiTracklng Number: 701405100001S1711S39

Expected Dellvery Day: Saturday, January 17,Z0js

Product & Tracking Information

STATUS OF ITEM

Notice Left (No AulhorlzedReclplent Available)

Postal Product: Features:Flrst-Class Mail@ Certlfled Mall"'¡ Return Recslpt

DÀTE A TIME

January 17,2015, 9:50 am BEAVERCREEK, OR 97004

We âttemple(l lÒ dellver your ¡lem at S:50 anr on January 17,2015 in BEAVFRCREEK, OR 970û4 anda nol¡ce was lêft because arr aulholized feclplent wâs nol available.

January 16,2015 ,11:47pm

Jariuary 16,2015 ,3:27 am

January 15,2015 ,6:56 pm

January'l 4, 2015, 8:22 pm

January 14,2015, 6:38 pm

January 14,2015,4/9 pm

Departed USPS Faclllty

Anlved at USPS Facillty

Departed USPS Facility

Arrlved at USPS OrlglnFaclllty

Departed Post Offlce

Acceptance

Track Another PackageTracklng (or recelpt) number

s s?.r?Louise A. Shaffer andShaffer, Joint TenantsHeirs of Alice A. Sheverbush14930 Leland Road

T

tlmlflr{rlf!rl4r{tfEEEF{mÉil-F:lEÊ

Poslags

Cortlllod Fes

Rdtum Rec€lol F€s.(Endorsômont Flodulred)

Rsstrlcléd DsllveN F6o(Endorsemenl ßeqúlfod)

Tolal Poßl'aâ & FâÀc \P

1 1

$ 9

https;//lools,usps.com/go/TrackConfirmActlon?lLabels=70140510000181711539

Beaver oR 97004

112

2120t2015

Engl16h

USPS.com@ - USPS Trackingrm

customer s6rvlco USPS Moblle Roglslor r Slgn ln

ÊlusPs.coM'

USPS Tracking"

Tracklng Number: 7014051 00001 8l Z1 1 S0B

Product & Tracking lnformation

DATE & TIME

February 19,2015,8;19pm

February 7, 201 5 , 9:35 pm

February 7, 20'l'5 ,12:49 am

January 21 , 201 5 , 9:56 am

January 18, 2015, 12:11 am

January 1 6, 201 5 , 10:25 am

January 15,2015 ,6;56 pm

January 14,2015,8i22pm

January 14,2015,6:38 pm

January 14,2015 ,4'.47 pm

Features:

Certifled MallrM

STATUS OF ITEM

Atrlved at USPS Facility

Anlved atUSPS Faclllty

Arrlved at USPS Faclllty

Fofwerded

Anlved at USPS Faclllty

Arrlved at USPS Fâclllty

Deparled USPS Faclllty

Anlved atUSPS OrlglnFaclllty

Refurn Recolpl

LOCATION

NORTIIHOUSTON, TX 7731 5

HOUSTON, TX 77201

NORTHHOUSTON, TX 773I 5

HOUSTON. TX

HOUSTON, TX77201

NORTHHOUSTON, TX 773,I5

SALT LAKEctTY, uT 84 199

Customer Serulce r

Have questlons? We're here to help,

Available Actions

Text Updates

Email Updates

00J.

Postmark .1)

ffi

Postal Product:

FirsFClass Mafl@

The package ls delayed and will not bê dellvêfed by (he exl)octed clslivery date. An uprlated dellverydate¡ wÌll be providecl when availabte, Your ltom an ived aI our usps facilily ln NoRTH HousToN, fx7731 5 on February 1 9. 201 5 ât 8:1 g pnl. Thê ilem ís currently in {ransit to the destina[on.

Departed Post Ofüce

Acceptance

Track Another PackageTracklng (or receipt) number

SALT LAKCITY, UTla

[fsALr LAK 3CITY, UT I

r{SALT LAK ÈCITY, UT(4

HEEE

Postago

Csrllllod Foo

Flôlum Rocolpl Foe(Endolsemeõl Requk€d)

RoÈtrfctsd OêllvoN F€s(EndorÊemànt Feqúk6¿l)

Total Postase & F€es

ii"ntt,J)

.Þ-

s\tfr{ulE $ gt,, r-P

Royalty Repository II,P.O. Box 41027Houston, TX7724t-1027(1600.13)

)J

rqErr

Trac

,',(ftu'ù'i., hrri{ G i] /'{ lL. i$ rt-1g

$:t.30 l,¡

4ó Õfr

https://tools.usps.com/gdTrackConfirmActlon?Labels=70140510000181711508

(

112

! Complete items 1, 2, and 3. Also oompleteftem 4 if Fìeshlsted Dellvery le deslred.

¡ Pr¡nt your name and address on the reverseso that w6 can rcturn the card to you,

t Attaoh this card to the back of ìhe maifpiecê,or on the front lf spaca permits.

1, ArlloleAddrcsEed lo:

'iack B. Gain-s

Heir of Alice A, SheverbushlZgs W. Arbor Ridge Drive,GreenValley, AZ85614

Poslaos

Ccdillcd Fce

0tÌ7

1J

A. Slgnalúre

XE Agern

C. Dato of Dsl¡vêry

D. ls dellvery addæs difeEntfrcm ¡tem 1? Yos

lf YES, entetdellvÇry addreqs bslow: tl No

3. SorllceType

J{certined Mallt El Priarity Mall E¡press^-E Feglstsred E Betum R€celpt for Merchandls€

z{F7ØFg€ ÐÊÈsãYP-(v _ô õ

-¡97 È!,:g F Ë€9o-EÄ3.{ ri'È" ã c

àoåc"

F8Ø 99Ë s-;aO

--II

-

[f lnsured Mall E] collect on

4-FeslrlctedD€livery?(Ex¡aFæ) EYes

2. AÌllcle Numbor(fñnslerlron servlcs labê| I

?ELt{ 851,0 út]tll,6l,?1 15t+L

, July 2013 Domestlo Fìolurn Rec€lpt

-JETJ

Et¡uEÈroEIJfÞ

{TJ

l-|tf,-t¡r

aè

zHxHtsl

xãÈ

ooÀ)

ot¡,

Ht,

j;. Jtìi, ttllrq.i

lrl.n-'rl

'I Eo

!-.-ElElEIff

.rltfrjl-'rl',tr!

I

I

flsv

Felum Recۓpl Feo(Endorssmsnl Rcduked)

Feslricl€d O6llv€d Fââ(Endorsem€nt Roqúked)

folal Poslsge  F6es $ Er. t,l

4{

?t¡

B, Reaelued by (Pdnlcd Nane)

<.o

><->Ø

ã 3'ñ,'P, FÐ?ØóaJ'¡.Q Ë r.

I E fi e"ns.

Êñþ5å{Ã'Ë.õ9!ôr.-< zÀ@ äo

óo!Y !u)àoo

t

A. Signature

X

D, ls delivery eddtess dlfferentfmm item j?ffYES, enler dellvery address belov/:

E Agent

C, Date of Delivery

ENo

Mall ExprçÞe"Focelpt for Merchandlse '

1, ArtlcleAddressed to:

Dolothy M. Straddeck

,Heir of Alice A. Sheverbush24001 Sprig StteetMission Viejo, CA9269l

¡ Complete ltems 1, 2, and 3. Also completeItem 4 if Bestrioted Delfuery is desked.

r Prlnt your nams and addrçss on the Ìever€qso Ih to you,

r Attac thá mailpìece,or on

3. -sgʡcs

Typ6

l\Çedined Maite El priarity

E Reglstered [f BelumMa¡l E Collect

4. Bestrioted DeliveM (Ed@ Fæ) trJ yæ

i zol,l ogl,[ nE[r ] ðt zl, l,gL[2, Ætiole Numbor

(fØsbt frcm servlço lahe|

--II

-

I-

{EIJ.ttr¡tnt/oE

PS Form 381 1 , Juty 2o1a Donsstic Rêturn Rêc€lpt

0l/1412015-

J,tÞH,{HIJ(nfrE

ñxHÈd

ioÀ)orrotFo.

=fr=H- rìl

-,4-^=ttr-È4--q

-El-ts1--Ft

îltri¡I

;I

Poslago

Córlil¡cd Foo

R€lum Recelpl Fe€(Endors€mêtl Requlrêd)

Flestrlctod Deìfu6ry F€o(Endorsem6nl Reqokêd)

folal Postâqa & Fe€s

))

$ gï.uDorothy M. ShaddeckHeir of Alice A, Sheverbush24001 Splig StreetMission Viejo, CA 92691

fe-ãi

ItnL-_ _-_.

lc¡ty,

B. tlec€iv€d by Nane)

AL-.il.tlrl

$ ût.it

Èt_?(t

ÀtÉ 1 4 2$15

J

HoF

iô. (xl

, (1600.13)

BEF'ORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

FILEDÌ.lAR 0 6 2015

sEcnE[ HY, nmoFoil- oASl ìiiliß

IPROPOSEDIFINDINGS OF FACT,

CONCLUSIONS OF LA\ry ANDORDER

IN THE MATTER OF THE REQUEST FORAGENCY ACTION OF XTO ENERGY INC.FOR AN ORDER: (1) VACATING THEBOARD'S ORDER ENTERED IN CAUSENO. 233-l; AND (2) SUSPENDING UTAHADMIN. CODE RULE R649-3-2 AS TO THEWEST WILLOW CREEK FEDERAL TINIT,COMPRISED OF SECTION 23: LOTS 9-13,E%SEV"; SECTION 24: LOT 2, NE74NV/%,S%NWYa,8Y,, SW% [ALL]; SECTION 25: ALLSECTION 26: LOTS 4-7,8Y2, SW%; TOWNSHIP9 SOUTH, RANGE 19 EAST, S.L.B. & M.,

Docket No. 2015-008

Cause No. 233-02

UINTAH COUNTY UTAH

This Cause came on for hearing before the Utah Board of Oil, Gas and Mining (the

"Board") on Wednesday, February 25,2015 at approximately 9:30 a.m. in the Auditorium

of the Utah Department of Natural Resources Building in Salt Lake City, Utah. The

following Board members were present and participated at the hearing

Chairman Ruland J. Gill, Jr., Gordon L. Moon, Chris D. Hansen, Carl F. Kendell, and

Michael R. Brown. Board members Kelly L. Payne and Susan S. Davis were unable to

attend the hearing. The Board was represented by Michael S. Johnson, Esq, Assistant

Attorney General.

Testi$'ing on behalf of Petitioner XTO Energy Inc. ("XTO") was Paul Keffer,

Division Landman. Mr. Keffer was recognized by the Board as an expert in Petroleum

Land Management. Seth A. Loughmiller, Esq., of and for MacDonald & Miller Mineral

Legal Services, PLLC, appeared as the attorney for XTO.

The Utah Division of Oil, Gas and Mining (the "Division") elected not to file a staff

memorandum in this Cause, but participated in the hearing. John Robinson Jr., Esq.,

Assistant Attorney General, appeared as attorney for the Division. At the conclusion of

XTO's presentation in-chief, Mr. Robinson made a statement indicating the Division

supported the granting of XTO's Request for Agency Action filed on January 12,2015 in

this Cause (the "Request"), as conformed to the testimony and other evidence provided at

the hearing.

The Bureau of Land Management ("BLM") filed a letter in support of granting the

Request on February 9,2015. No other party f,rled a response to the Request, and no other

party appeared or participated at the hearing.

The Board, having considered the testimony presented and the exhibits received into

evidence at the hearing, being fully advised, and for good cause, hereby makes the

following findings of fact, conclusions of law and order in this cause.

FINDINGS OF F'ACT

l. XTO is a Delaware corporation with its principal place of business in

Fort Worth, Texas. XTO is duly qualified to conduct business in the State of Utah, and is

fully and appropriately bonded with all relevant Federal and State of Utah agencies.

2

2, The V/est Willow Creek Federal Unit (hereinafter the "Unit") is comprised

of the following Uintah County, Utah lands:

Township 9 South. Range 19 East. S.L.B. & M.

' Section 23:Section 24:

Section 25:Section 26:

Lots 9 through 13,EVrSEYALot2, NE%NW%, S%NW%,E/r,SWY4l/.lllAllLots 4 through 7,8Y2, SW%

(containing 2,067 .58 acres)

(hereinafter the "Unit Area"). XTO became Unit Operator in 2008 in conjunction with its

acquisition of Dominion Exploration and Production Inc.'s Utah assets.

3. All of the oil, gas and associated hydrocarbons underlying the Unit Area are

owned by the United States of America, administered by the BLM, and subject to the

fbllowing oil and gas leases:

Lands Federal Lease No.

Section 25: All UTU-39221

Section 24: EyrE% UTU-68108

Section 23:

Section 24:

Section 26:

Lots 9 through 13,

EYTSEY4

Lot2,W%E%,NE%NW%,S/rNW%, SW%Lots 4 through 7,NEY4, SY2

UTU-68625

3

XTO is the sole lessee and operating rights o\ryner under each of these leases.

4. The Unit was approved by the BLM effective October 1,1994. As originally

approved, the Unit Area encompassed 2,932.08 acres. However, under the terms of the

governing Unit Agreement, the Unit contracted upon the fifth anniversary of the

establishment of its initial Green River participatingarea (October l, 1999) to its then

participatin1area boundaries, which constituted 1,291.49 acres. Effective June 1, 2013,

the Unit and its participating area were expanded to 2,067.58 acres. All formations

underlying the Unit Area are deemed unitized. All tracts are deemed "fully" or

"effectively" cornrnitted by the BLM; there are no uncommitted unit tracts.

5. By the Board's Order entered on June 22, 1994 in Cause No. 233-1 (the

*233'l Order"), the Board ordered the establishment and operation of a gas injection

secondary recovery project encompassing the initial participating area of the Unit

(1,291.49 acres) for the secondary recovery of oil from the Green River formation by the

use of reinjected casinghead gas. Additionally, the 233-l Order approved the conversion

of the l-268 Well, located in the NE%NE% of Section 26, Township 9 South,

Range l9 East, from a producing gas well to a Class II gas injection well, No specific well

siting or setbacks were addressed in the Order, However, no secondary recovery operations

have occurred in the Unit Area since 2008, and the 233-l Order no longer corresponds with

the Unit's participating area.Instead, operations within the Unit Area and development of

4

the Unit Area are being conducted in accoldance with only the terms of the Unit and tlnit

Operating Agreements.

6. XTO desires to operate only under the terms of the Unit and Unit Operating

Agreement and not under the secondary recovery plan established under the 233-l Order.

7. Existence of the 233-l Order creates production allocation problems for

XTO within the Unit expansion because the allocation schemes are inconsistent. The

233-l Order allocation is based on the initial participating area, whereas the Unit

Agreement allocation is based on the expanded participating area. Retroactively vacating

the 233-l Order to June 1,2013 (the approved date of Unit expansion) will alleviate the

production allocation problems because it will eliminate any period where both allocation

schemes would apply to the Unit.

8. Other than the 233-l Order, there are no other Board orders pertaining to the

Unit Area. Consequently, and since the 233-l Order does not expressly address well siting,

the general well siting rules set forth in Utah Admin. Code R649-3-2 are applicable to the

entire Unit Area.

9. Well location and density patterns within the Unit Area are deterrnined in

accordance with the Unit Agreement and, in particular, the annual plans of Unit

development approved by the BLM. Said plans will be developed on such well density as

the reservoir conditions justiff. Flexibility to account for geologic anomalies and

5

topographical restrictions within the Unit Area will facilitate orderly and proper

development. Applications for Permits to Drill ("APD's") at'e approved by the BLM

and/or the Division.

10. Article 16 of the Unit Agreement expressly requires XTO, as Unit Operator,

to produce unitized substances and conduct all operations to provide for the most

economical and efficient recovery of said substances without waste, as defrned by or

pursuant to State or Federal law or regulations. XTO operates the Unit under these

governing principles.

11. The Division requires compliance with Utah Admin. Code Rute R649-3-2

(the general statewide well location rule) with respect to wells within the Federal

exploratory unit boundaries or requires an exception from the Division and the Board in

accordance with regulations.

12. Given the findings outlined in Paragraph Nos. 6 through l1 above, vacating

the 233-l Order and suspending Utah Adrnin. Code Rule R649-3-2 as to the lands within

the Unit Area is fair, reasonable and justified; provided however that no further well may

be drilled closer than 460 feet from the boundary of the Unit Area without administrative

approval of the Division in accordance with Utah Admin. Code Rule R649-3-3 to protect

the correlative rights of the adjacent lands outside the Unit Area. Such action is consistent

6

with previous Board Orders granting similar relief under similar circurnstances, e.g., the

Board's Orders entered in Cause Nos. 191-06,268-06 and 173-25.

13. A copy of the Request was mailed, postage pre-paid, certified with return

receipt requested and properly addressed to all mineral, leasehold and production interest

owners in the Subject lands, including the State and Vernal Field Office of the BLM as the

governmental agency having jurisdiction over the Subject lands. The mailings were sent to

said parties at their last addresses disclosed by the BLM and Uintah County realty records

and from XTO's internal land records including title opinions and paydecks.

14. Notice of the filing of the Request and of the hearing thereon was duly

published in the Salt Lake Tribune and Deseret Morning News on February 1, 2015, and

in the Uintah Basin Standard and the Vernal Express on February 3,2015.

15. The vote of the Board members present and participating in the hearing on

this Cause was unanimous (5-0) in favor of granting the Request as conformed to the

testimony and the evidence presented at the hearing.

CONCLUSIONS OF LAW

l- Due and regular notice of the time, place and purpose of the hearing was

properly given to all parties whose legally protected interests are affected by the Request

in the form and manner as required by law and the rules and regulations of the Board and

7

Division

2. The Board has jurisdiction over all matters covered by the Request and all

interested parties therein, and has the power and authority to vacate the Order, herein set

forth, pursuant to Utah Code Ann. $40-6-5(3)(b) and Utah Admin. Code Rule R649-2-3.

3. Vacating the233-l Order retroactively as of June l, 2013 and suspending

Utah Adrnin. Code Rule R649-3-2, as applicable to the entire Unit Area, will result in the

conservation of oil and gas and will prevent waste.

4. XTO has demonstrated good cause, and has sustained its burden of proof for

the granting of the Request.

5. The Request for Agency Action satisfies all statutory and regulatory

requirements for the relief sought therein, and therefore the Request should be granted.

ORDER

Based on the Request, testimony and evidence submitted, and findings of fact and

conclusions of law stated above, the Board hereby orders:

1. The Request in this Cause, as conformed to the testimony and other evidence

provided at the hearing, is granted.

2. The Board's Order entered in Cause No. 233-1 is vacated retroactively as of

June 1,2013.

3. Utah Admin. Code Rule R649-3-2 as to lands within the Unit Area is

suspended.

I

4. No future wells within the Unit Area may be located closer than 460 feet

from the boundary of the Unit Area without administrative approval of the Division in

accordance with Utah Admin. Code Rule R649-3-3.

5. PursuanttoUtahAdmin. CodeRulesR64l andUtah CodeAnn. $63G-4-204

to 208, the Board has considered and decided this matter as a formal adjudication.

6. This Order is based exclusively on evidence of record in the adjudicative

proceeding or on facts officially noted, and constitutes the signed written order stating the

Board's decision and the reasons for the decision, all as required by the Administrative

Procedures Act, Utah Code Ann. $63G-4-208 and Utah Administrative Code

Rule R64l-109.

7.

Request Board Reconsideration: As required by Utah Code Ann. $63G-4-208(e) - (g), the

Board hereby notifies all parties in interest that they have the right to seek judicial review

of this final Board Order in this formal adjudication by filing a tirnely appeal with the Utah

Supreme Court within 30 days after the date that this Order issued. Utah Code

Ann. $$63G-4-401(3)(a) and 403. As an alternative to seeking immediate judicial review,

and not as a prerequisite to seeking judicial review, the Board also hereby notifres parties

that they may elect to request that the Board reconsider this Order, which constitutes a flrnal

9

agency action of the Board. Utah Code Ann. $63G-4-302, entitled, "Agency Review -

Reconsideration," states :

(lXa) Within 20 days after the date that an order is issued for which reviewby the agency or by a superior agency under Section 63G-4-301 isunavailable, and if the order would otherwise constitute final agency action,

any party may file a written request for reconsideration with the agency,

stating the specific grounds upon which relief is t'equested.

(b) Unless otherwise provided by statute, the filing of the request is not aprerequisite for seekingjudicial review ofthe order.

(2) The request for reconsideration shall be filed with the agency and one

copy shall be sent by mail to each party by the person making the request.

(3Xa) The agency head, or a person designated for that purpose, shall issue

a written order granting the request or denying the request.

(b) Ifthe agency head or the person designated for that purpose does notissue an order within 20 days after the frling of the request, the request forreconsideration shall be considered to be denied.

Id, The Board also hereby notifres the parties that Utah Admin. Code Rule R641- 1 10-100,

which is part of a group of Board rules entitled, "Rehearing and Modification of Existing

Ordefs," states:

Any person affected by a final order or decision of the Board may file apetition for rehearing. Unless otherwise provided, a petition for rehearingmust be filed no later than the 10th day of the month following the date ofsigning of the final order or decision for which the rehearing is sought. Acopy of such petition will be served on each other party to the proceeding nolater than the 15th day of the month.

10

Id. See Utah Admin. Code Rule R64l-110-200 for the required contents of a petition for

Rehearing. If there is any conflict between the deadline in Utah Code Ann. g63G-4-302

and the deadline in Utah Admin, Code Rule R641-110-100 for moving to rehear this

matter, the Board hereby rules that the later of the two deadlines shall be available to any

party rnoving to rehear this matter. If the Board later denies a timely petition for rehearing,

the party may still seek judicial review of the Order by perfecting a timely appeal with the

Utah Supreme Court within 30 days thereafter.

8. The Board retains continuing jurisdiction over all the parties and over the

subject matter of this cause, except to the extent said jurisdiction rnay be divested by the

flrling of a timely appeal to seek judicial review of this order by the Utah Supreme Court.

9. For all purposes, the Chairman's signature on a faxed copy ofthis Order shall

be deemed the equivalent of a signed original.

DATED this _ day of March, 2015.

STATE OF'UTAHBOARD OF OIL, GAS AND MINING

By:

1600.t3

11

Ruland J. Gill, Jr., Chairman

CERTIF'ICATE OF' SERVICE

I hereby certify that, on this 6th day of March,2015, I caused a true and correct copyof the foregoing Findings of Fact, Conclusions of Law and Order to be mailed, postage pre-paid, and sent electronically to the following:

John Robinson, Jr., Esq.Steven F. Alder, Esq.Assistant Attorneys GeneralAttorneys for the Division of Oil, Gasand Mining1594 West North Temple, Suite 300P.O. Box 145801Salt Lake City, Utah 84114-5801E-rnails : j ohnrobinson@utah. gov

stevealder@utah.gov

John RogersAssociate Director - Oil & GasUtah Division of Oil, Gas and MiningP.O. Box 145801Salt Lake City, UT 84114-5301E-rnail: johnrogers@utah, gov

Michael S. Johnson, Esq.Assistant Attorney GeneralAttorney for the Board of Oil, Gas and Mining1594 West North Temple, Suite 300P.O. Box 145801salt Lake city, utah 84114-5801E-mail : mikejohnson@utah. gov

ller, Esq.Seth

t2

BEFORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

FILED

FINDINGS OF FACT,CONCLUSIONS OF LAW ANI)

ORDER

IN THE MATTER OF THE REQUEST FORAGENCY ACTION OF XTO ENERGY INC.FOR AN ORDER: (l) VACATING THEBOARD'S ORDER ENTERED IN CAUSENO. 233-r; AND (2) SUSPENDING UTAHADMIN. CODE RULE R649-3-2 AS TO TFIEWEST WILLOW CREEK FEDERAL LINIT,COMPRISED OF SECTION 23: LOTS 9-13,E%SEY¿; SECTION 24: LOT 2, NE74NW%,SY2NWY4, E%, SW% [ALL]; SECTION 25: ALL;SECTION 26: LOTS 4-7,8y2, SW%; TOWNSHIP9 SOUTH, RANGE 19 EAST, S.L.B. & M.,

Docket No. 2015-008

Cause No. 233-02

UINTAH COUNTY UTAH

This Cause came on for hearing before the Utah Board of Oil, Gas and Mining (the

"Board") on Wednesday, February 25,2015 at approximately 9:30 a.m. in the Auditorium

of the Utah Department of Natural Resources Building in Salt Lake City, Utah. The

following Board members were present and participated at the hearing

Chairman Ruland J. Gill, Jr., Gordon L. Moon, Chris D. Hansen, Carl F. Kendell, and

Michael R. Brown. Board members Kelly L. Payne and Susan S. Davis were unable to

attend the hearing. The Board was represented by Michael S. Johnson, Esq, Assistant

Attorney General.

Testiffing on behalf of Petitioner XTO Energy Inc. ("XTO") was Paul Keffer,

Division Landman. Mr. Keffer was recognized by the Board as an expert in Petroleum

Land Management. Seth A. Loughmiller, Esq., of and for MacDonald & Miller Mineral

Legal Services, PLLC, appeared as the attorney for XTO

The Utah Division of Oil, Gas and Mining (the "Division") elected not to file a staff

memorandum in this Cause, but participated in the hearing. John Robinson Jr., Esq.,

Assistant Attorney General, appeared as attorney for the Division. At the conclusion of

XTO's presentation in-chief Mr. Robinson made a statement indicating the Division

supported the granting of XTO's Request for Agency Action hled on January 12,2015 in

this Cause (the "Request"), as conformed to the testimony and other evidence provided at

the hearing.

The Bureau of Land Management ("BLM") filed a letter in support of granting the

Request on February 9,2015. No other party filed a response to the Request, and no other

party appeared or participated at the hearing.

The Board, having considered the testimony presented and the exhibits received into

evidence at the hearing, being fully advised, and for good cause, hereby makes the

following findings of fact, conclusions of law and order in this Cause.

FINDINGS OF FACT

l. XTO is a Delaware corporation with its principal place of business in

Fort Worth, Texas. XTO is duly qualified to conduct business in the State of Utah, and is

fully and appropriately bonded with all relevant Federal and State of Utah agencies.

2

2. The West Willow Creek Federal Unit (hereinafter the "Unit") is comprised

of the following Uintah County, Utah lands:

Township 9 South. Range l9 East. S.L.B. & M.

Section 23:Section 24:

Section 25:Section 26:

Lots 9 through 13,EY2SEY4Lo|2,NE74NW%, S72NW%,EY2, SWY4l1^lllAllLots 4 through 7,8Y2, SW%

(containin g 2,067 .58 acres)

(hereinafter the "Unit Area"). XTO became Unit Operator in 2008 in conjunction with its

acquisition of Dominion Exploration and Production Inc.'s Utah assets

3. All of the oil, gas and associated hydrocarbons underlying the Unit Area are

owned by the United States of America, administered by the BLM, and subject to the

following oil and gas leases:

Lands Federal Lease No.

Section 25: All uru-39221

Section 24: E%E% UTU-68108

Section 23:

Section 24:

Section 26:

Lots 9 through 13,E%SEY4Lot2,WY2EY2,NE74NW%,STrNW%, SW%Lots 4 through 7,l:{8Y4, S%

UTU-68625

3

XTO is the sole lessee and operating rights owner under each of these leases.

4. The Unit was approved by the BLM effective October l,1994. As originally

approved, the Unit Area encompassed 2,932.08 acres. However, under the terms of the

governing Unit Agreement, the Unit contracted upon the fifth anniversary of the

establishment of its initial Green River participating area (October l, 1999) to its then

participating area boundaries, which constituted 1,29I.49 acres. Effective June l, 2013,

the Unit and its participating area were expanded to 2,067.58 acres. All formations

underlying the Unit Area are deemed unitized. All tracts aÍe deemed "fully" or

"effectively" committed by the BLM; there are no uncommitted unit tracts.

5. By the Board's Order entered on June 22, 1994 in Cause No. 233-l (the

*233-l Order"), the Board ordered the establishment and operation of a gas injection

secondary recovery project encompassing the initial participating area of the Unit

(1,291.49 acres) for the secondary recovery of oil from the Green River formation by the

use of reinjected casinghead gas. Additionally, the 233-l Order approved the conversion

of the l-268 Well, located in the NEZ¿NE% of Section 26, Township 9 South,

Range 19 East, from a producing gas well to a Class II gas injection well. No specific well

siting or setbacks were addressed in the Order. However, no secondary recovery operations

have occurred in the Unit Area since 2008, and the 233-l Order no longer corresponds with

the Unit's participating area. Instead, operations within the Unit Area and development of

4

the Unit Area are being conducted in accordance with only the terms of the Unit and Unit

Operating Agreements.

6. XTO desires to operate only under the terms of the Unit and Unit Operating

Agreement and not under the secondary recovery plan established under the 233-l Order.

7. Existence of the 233-l Order creates production allocation problems for

XTO within the Unit expansion because the allocation schemes are inconsistent. The

233-l Order allocation is based on the initial participatiîg area, whereas the Unit

Agreement allocation is based on the expanded participating area. Retroactively vacating

the 233-l Order to June l, 2013 (the approved date of Unit expansion) will alleviate the

production allocation problems because it will eliminate any period where both allocation

schemes would apply to the Unit.

8. Other than the 233-l Order, there are no other Board orders pertaining to the

Unit Area. Consequently, and since the233-l Order does not expressly address well siting,

the general well siting rules set forth in Utah Admin. Code R649-3-2 are applicable to the

entire Unit Area.

9. Well location and density patterns within the Unit Area are determined in

accordance with the Unit Agreement and, in particular, the annual plans of Unit

development approved by the BLM. Said plans will be developed on such well density as

the reservoir conditions justiff. Flexibility to account for geologic anomalies and

5

topographical restrictions within the Unit Area will facilitate orderly and proper

development. Applications for Permits to Drill ("APD's") are approved by the BLM

andlor the Division.

10. Article 16 of the Unit Agreement expressly requires XTO, as Unit Operator,

to produce unitized substances and conduct all operations to provide for the most

economical and efficient recovery of said substances without waste, as defined by or

pursuant to State or Federal law or regulations. XTO operates the Unit under these

governing principles

I l. The Division requires compliance with Utah Admin. Code Rule R649-3-2

(the general statewide well location rule) with respect to wells within the Federal

exploratory unit boundaries or requires an exception from the Division and the Board in

accordance with regulations.

12. Given the findings outlined in Paragraph Nos. 6 through l1 above, vacating

the 233-l Order and suspending Utah Admin. Code Rule R649-3-2 as to the lands within

the Unit Area is fair, reasonable and justified; provided however that no further well may

be drilled closer than 460 feet from the boundary of the Unit Area without administrative

approval of the Division in accordance with Utah Admin. Code Rule R649-3-3 to protect

the correlative rights of the adjacent lands outside the Unit Area. Such action is consistent

6

with previous Board Orders granting similar relief under similar circumstances, e.g., the

Board's Orders entered in Cause Nos. 191-06,268-06 and 173-25.

13. A copy of the Request was mailed, postage pre-paid, certif,red with return

receipt requested and properly addressed to all mineral, leasehold and production interest

owners in the Subject lands, including the State and Vernal Field Office of the BLM as the

governmental agency having jurisdiction over the Subject lands. The mailings were sent to

said parties at their last addresses disclosed by the BLM and Uintah County realty records

and from XTO's internal land records including title opinions and paydecks.

14. Notice of the filing of the Request and of the hearing thereon was duly

published in the Salt Lake Tribune and Deseret Morning News on February 1,2015, and

in the Uintah Basin Standard and the Vernal Express on February 3,2015.

15. The vote of the Board members present and participating in the hearing on

this Cause was unanimous (5-0) in favor of granting the Request as conformed to the

testimony and the evidence presented at the hearing.

CONCLUSIONS OF LA\ry

l. Due and regular notice of the time, place and purpose of the hearing was

properly given to all parties whose legally protected interests are affected by the Request

in the form and manner as required by law and the rules and regulations of the Board and

7

Division

2. The Board has jurisdiction over all matters covered by the Request and all

interested parties therein, and has the power and authority to vacate the Order, herein set

forth, pursuant to Utah Code Ann. $40-6-5(3Xb) and Utah Admin. Code Rule R649-2-3.

3. Vacating the 233-l Order retroactively as of June 1, 2013 and suspending

Utah Admin. Code Rule R649-3-2, as applicable to the entire Unit Area, will result in the

conservation of oil and gas and will prevent waste.

4. XTO has demonstrated good cause, and has sustained its burden of proof for

the granting of the Request.

5. The Request for Agency Action satishes all statutory and regulatory

requirements for the relief sought therein, and therefore the Request should be granted.

ORDER

Based on the Request, testimony and evidence submitted, and f,rndings of fact and

conclusions of law stated above, the Board hereby orders:

l. The Request in this Cause, as conformed to the testimony and other evidence

provided at the hearing, is granted.

2. The Board's Order entered in Cause No. 233-1 is vacated retroactively as of

June 1,2013

3. Utah Admin. Code Rule R649-3-2 as to lands within the Unit Area is

I

suspended.

4. No future wells within the Unit Area may be located closer than 460 feet

from the boundary of the Unit Area without administrative approval of the Division in

accordance with Utah Admin. Code Rule R649-3-3.

5. Pursuant to Utah Admin. Code Rules R641 and Utah Code Ann. $63G-4-204

to 208, the Board has considered and decided this matter as a formal adjudication.

6. This Order is based exclusively on evidence of record in the adjudicative

proceeding or on facts officially noted, and constitutes the signed written order stating the

Board's decision and the reasons for the decision, all as required by the Administrative

Procedures Act, Utah Code Ann. $63G-4-208 and Utah Administrative Code

Rule R64l-109.

7.

Request Board Reconsideration: As required by Utah Code Ann. $63G-a-208(e) - (g), the

Board hereby notifies all parties in interest that they have the right to seek judicial review

of this final Board Order in this formal adjudication by hling a timely appeal with the Utah

Supreme Court within 30 days after the date that this Order issued. Utah Code

Ann. $$63G-4-401(3)(a) and 403. As analternative to seeking immediate judicial review,

and not as a prerequisite to seeking judicial review, the Board also hereby notifies parties

that they may elect to request that the Board reconsider this Order, which constitutes a final

9

agency action of the Board. Utah Code Ann. $63G-4-302, entitled, "Agency Review -

Reconsideration," states :

(lXa) Within 20 days after the date that an order is issued for which reviewby the agency or by a superior agency under Section 63G-4-301 is

unavailable, and if the order would otherwise constitute final agency action,any party may hle a written request for reconsideration with the ageîcy,stating the specific grounds upon which relief is requested.

(b) Unless otherwise provided by statute, the f,rling of the request is not aprerequisite for seeking judicial review of the order.

(2) The request for reconsideration shall be hled with the agency and one

copy shall be sent by mail to each party by the person making the request.

(3Xa) The agency head, or a person designated for that purpose, shall issue

a written order granting the request or denying the request.

(b) Ifthe agency head or the person designated for that purpose does notissue an order within 20 days after the filing of the request, the request forreconsideration shall be considered to be denied.

Id. The Board also hereby notihes the parties that Utah Admin. Code Rule R641-110-100,

which is part of a group of Board rules entitled, "Rehearing and Modif,rcation of Existing

Orders," states

Any person affected by a hnal order or decision of the Board may f,rle apetition for rehearing. Unless otherwise provided, a petition for rehearingmust be filed no later than the 10th day of the month following the date ofsigning of the final order or decision for which the rehearing is sought. Acopy of such petition will be served on each other party to the proceeding nolater than the 15th day of the month.

10

Id. See Utah Admin. Code Rule R641-l 10-200 for the required contents of a petition for

Rehearing. If there is any conflict between the deadline in Utah Code Ann. $63G-4-302

and the deadline in Utah Admin. Code Rule R64l-ll0-100 for moving to rehear this

matter, the Board hereby rules that the later of the two deadlines shall be available to any

party moving to rehear this matter. If the Board later denies a timely petition for rehearing,

the party may still seek judicial review of the Order by perfecting a timely appeal with the

Utah Supreme Court within 30 days thereafter

8. The Board retains continuing jurisdiction over all the parties and over the

subject maffer of this cause, except to the extent said jurisdiction may be divested by the

filing of a timely appeal to seek judicial review of this order by the Utah Supreme Court.

9. For all pu{poses, the Chairman's signature on a faxed copy of this Order shall

be deemed the equivalent of a signed original.

DATED this 2nd day of April,20l5.

STATE OF UTAHBOARD OF OIL, GAS AND MINING

(

1 600.1 3

11

J. cill,

12

CERTIFICATE OF SERVICE

I hereby certify that on this 2nd day of April, 2015, I caused a true and correct copy of

the foregoing ORDER for Docket No. 2015-008, Cause No. 233-02, to be mailed by Email or via

First Class Mail with postage prepaid, to the following:

MacDonald & Miller

Mineral Legal Services, PLLC

Seth A. Loughmiller, Esq.

Frederick M. MacDonald, Esq

7090 S. Union Park Avenue, Suite 400

Midvale, UT 84047

XTO Energy Inc.

Paul Keffer, Sr. Staff Landman

810 Houston Street

Fort Worth, TX 76102-6298

Steven F. Alder, Esq.

Assistant Attorney General

1594 West North Temple #1700

Salt Lake City, Utah 84116

[Via Email]

Michael S. Johnson

Assistant Attorney General

1594 West North Temple #300

Salt Lake City, Utah 84116

[Via Email]

Bureau of Land Management

Utah State Office

Attn: Roger L. Bankert

440 West 200 South, Suite 500

Salt Lake City, UT 84101

Bureau of Land Management

Vernal Field Office

Attn: Jerry Kenczka

170 South 500 East

Vernal, UT 84078

Royalty Repository II, LLC

P.O. Box 41027

Houston, TX 77241-1027

[Undeliverable]

Maurice W. Brown

516 S. Greeley Highway

Cheyenne, WY 82007

Maurice W. Brown Oil & Gas, LLC

516 S. Greeley Highway

Cheyenne, WY 82007

Louise A. Shaffer and

Terry N. Shaffer, Joint Tenants

Heirs of Alice A. Sheverbush

P.O. BOX 1046

Mulino, OR 97042

[Address updated 2/11/2015]

Jack B. GainsHeir of Alice A. Sheverbush1325 Paciftc Highway, Unit 1003

San Diego, CA 92101

[Address updated 21fln0ßl

Dorotþ M. StraddeckHeir of Alice A. Sheverbush24001Sprig StreetMission Viejo, CA9269l

Front Range Energy Investors, LLC324 Garden StreetGolden, CO 80403

Bonnie J. BrownHeir of Alice A. Sheverbush418 Thoroughbred LaneCheyenne, WY 82009

FREILLC-II324 Garden StreetGolden, CO 80403

\,^0 ì, Á^^^ c-n^-L;

13