State of Colorado Oil and Gas Conservation Commission 1120 Lincoln Street, Suite 801, Denver, Colorado Phone: (303) Fax: (303)

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Theodora Mathews
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FORM INSP Rev 05/11 State of Colorado Oil and Gas Conservation Commission 1120 Lincoln Street, Suite 801, Denver, Colorado 80203 Phone: (303) 894-2100 Fax: (303) 894-2109 DE ET OE ES Inspection

1 FORM INSP Rev 05/11 State of Colorado Oil and Gas Conservation Commission 1120 Lincoln Street, Suite 801, Denver, Colorado Phone: (303) Fax: (303) DE ET OE ES Inspection 04/24/2015 Location Identifier Facility ID Operator Information: Loc ID FIELD INSPECTION FORM Inspector Name: Rains, Bill On-Site Inspection 2A Doc Num: Document Number: Overall Inspection: OGCC Operator Number: THIS IS A FOLLOW UP INSPECTION Name of Operator: NOBLE ENERGY INC FOLLOW UP INSPECTION REQUIRED Address: 1625 BROADWAY STE 2200 City: DENVER State: CO Zip: NO FOLLOW UP INSPECTION REQUIRED INSPECTOR REQUESTS FORM 42 WHEN CORRECTIVE ACTIONS ARE COMPLETED Contact Information: Contact Name Phone Comment HEATHER, FOGEL hfogel@nobleenergyinc.com send all noble inp. to heather Compliance Summary: QtrQtr: SENE Sec: 13 Twp: 5N Range: 63W Insp. Date Doc Num Insp. Type Insp Status Satisfactory /Action PA P/F/I Pas/Fail (P/F) Violation (Y/N) 04/19/ PR PR I No Inspector Related Facilities: Facility ID Type Status Status Date Well Class API Num Facility Name Insp Status WELL PR 05/29/2009 OW RANCH USX BB Equipment: Location Inventory SI Special Purpose Pits: Drilling Pits: Wells: Production Pits: Condensate Tanks: Water Tanks: Separators: Electric Motors: Gas or Diesel Mortors: Cavity Pumps: LACT Unit: Pump Jacks: Electric Generators: Gas Pipeline: Oil Pipeline: Water Pipeline: Gas Compressors: VOC Combustor: Oil Tanks: Dehydrator Units: Multi-Well Pits: Pigging Station: Flare: Fuel Tanks: Location Signs/Marker: Type WELLHEAD Satisfactory/Action Comment Corrective Action Emergency Contact Number (S/A/V): Corrective Page 1 of 5

Overall Inspection: OGCC Operator Number: 100322 THIS IS A FOLLOW UP INSPECTION Name of Operator: NOBLE ENERGY INC FOLLOW UP INSPECTION REQUIRED Address: 1625 BROADWAY STE 2200 City: DENVER State: CO

2 Spills: Type Area Volume Corrective action Fencing/: Type Multilple Spills and Releases? Satisfactory/Action WELLHEAD pipe Equipment: Comment Corrective Action Type # Satisfactory/Action Plunger Lift 1 Comment Corrective Action Venting: Yes/No NO Comment Flaring: Type Satisfactory/Action Comment Corrective Action Page 2 of 5

Satisfactory/Action WELLHEAD pipe Equipment: Comment Corrective Action Type #

3 Location ID: Site Preparation: Lease Road Adeq.: Pads: Predrill Soil Stockpile: Form 2A COAs: CDP Num.: : Wildlife BMPs: : Stormwater: Staking: On Site Inspection (305): Surface Owner Contact Information: Name: Phone Number: Operator Rep. Contact Information: Landman Name: Address: Cell Phone: Phone Number: Date Onsite Request Received: Date of Rule 306 Consultation: Request LGD Attendance: LGD Contact Information: Name: Phone Number: Agreed to Attend: Summary of Landowner Issues: Summary of Operator Response to Landowner Issues: Onsite Inspection Memorandum Summarizing Discussions at Inspection as Attachment: Facility Facility ID: Type: WELL API Number: Status: PR Insp. Status: SI Idle Well Purpose: Shut In Temporarily Abandoned Reminder: FLOWLINE AVAILABLE-CONNECTED : Spills/Releases: : Environmental Type of Spill: Description: Estimated Spill Volume: Page 3 of 5

Contact Information: Landman Name: Address: Cell Phone: Phone Number: Date Onsite Request Received: Date of Rule 306 Consultation: Request LGD Attendance: LGD Contact Information: Name: Phone Number:

4 Reportable: Proximity to Surface Water: Water Well: DWR Receipt Num: GPS: Lat Depth to Ground Water: Owner Name: GPS : Lat Long Long Field Parameters: Sample Location: Emission Control Burner (ECB): Pilot: Wildlife Protection Devices (fired vessels): Reclamation - Storm Water - Pit Interim Reclamation: Date Interim Reclamation Started: Date Interim Reclamation Completed: Land Use: 1003a. Debris removed? Waste Material Onsite? Unused or unneeded equipment onsite? Pit, cellars, rat holes and other bores closed? Guy line anchors removed? Guy line anchors marked? 1003b. Area no longer in use? Production areas stabilized? 1003c. Compacted areas have been cross ripped? 1003d. Drilling pit closed? Subsidence over on drill pit? Cuttings management: 1003e. Areas no longer needed for drilling or subsequent operations for have been re-vegetated to 80% of pre-existing? Production areas have been stabilized? Segregated soils have been replaced? RESTORATION AND REVEGETATION Cropland Top soil replaced Recontoured Perennial forage re-established Page 4 of 5

Debris removed? Waste Material Onsite? Unused or unneeded equipment onsite? Pit, cellars, rat holes and other bores closed? Guy line anchors removed? Guy line anchors marked? 1003b.

5 Non-Cropland Top soil replaced Recontoured 80% Revegetation 1003 f. Weeds Noxious weeds? Overall Interim Reclamation Final Reclamation/ Abandoned Location: Date Final Reclamation Started: Date Final Reclamation Completed: Final Land Use: Reminder: Well plugged Pit mouse/rat holes, cellars backfilled Debris removed Access Roads Regraded No disturbance /Location never built Contoured Culverts removed Gravel removed Location and associated production facilities reclaimed Locations, facilities, roads, recontoured Compaction alleviation Non cropland: Revegetated 80% Dust and erosion control Cropland: perennial forage Weeds present Subsidence Overall Final Reclamation Storm Water: Well Release on Active Location Multi-Well Location Date Loc Erosion BMPs BMP Lease Road Erosion BMPs Lease BMP Chemical BMPs Chemical BMP Comment Gravel Gravel SATISFACTOR Y : Corrective Pits: NO SURFACE INDITION OF PIT Page 5 of 5

cellars backfilled Debris removed Access Roads Regraded No disturbance /Location never built Contoured Culverts removed Gravel removed Location and associated production facilities reclaimed

INTRODUCTION PURPOSE AND NEED FOR THE ACTION

INTRODUCTION PURPOSE AND NEED FOR THE ACTION EXECUTIVE SUMMARY Williams Production RMT Company (Williams) proposes to develop oil and gas resources in an area of approximately 1,293 acres of Federal, private, and split-estate lands located in the