BEFORE THE OIL AND GAS CONSERVATION COMMISSION
OF THE STATE OF COLORADO

IN THE MATTER OF THE PROMULGATION AND ESTABLISHMENT OF FIELD RULES TO GOVERN OPERATIONS FOR THE NIOBRARA FORMATION, WATTENBERG FIELD, WELD COUNTY, COLORADO

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CAUSE NO. 407

DOCKET NO. 1407-UP-236

ORDER NO. 407-2023

The Commission heard this matter on July 28, 2014, at the Weld County Administration Building - Events Center, 1150 “O” Street, Greeley, CO, upon application for an order to vacate Order No. 407-991 only as it applies to the Storis E24-73-1HNA Well (API No. 05-123-38150) (DWSU No. 3 in Order No. 407-991) and the Storis E24-73-1HNC Well (API No. 05-123-38148) (DWSU No. 4 in Order No. 407-991), provide that the Wells are pooled pursuant to Order No. 407-1020 and make this Order effective as of the date of Order No. 407-991, for the development and operation of the Niobrara Formation.

1. Noble Energy, Inc (“Noble” or “Applicant”), as applicant herein, is an interested party in the subject matter of the above-referenced hearing.

2. Due notice of the time, place and purpose of the hearing has been given in all respects as required by law.

3. The Commission has jurisdiction over the subject matter embraced in said Notice, and of the parties interested therein, and jurisdiction to promulgate the hereinafter prescribed order pursuant to the Oil and Gas Conservation Act.

4. On April 27, 1998, the Commission adopted Rule 318A, the Greater Wattenberg Area Special Well Location, Spacing and Unit Designation Rule. Section 24, Township 6 North, Range 65 West, 6^th P.M. is subject to Rule 318A for the Niobrara Formation.

5. On March 17, 2014, the Commission entered Order No. 407-991 which pooled all interests within four approximate 325-acre designated wellbore spacing units, specific only to the Storis E24-73-1HNA Well (specified as DWSU No. 3 in Order No. 407-991) and the Storis E24-73-1HNC Well (specified as DWSU No. 4 in Order No. 407-991).

6. On April 28, 2014, the Commission entered Order No. 407-1020 which, among other things, pooled all interests within two approximate 400-acre designated wellbore spacing units established for Sections 24 and 25, Township 6 North, Range 65 West, 6^th P.M. for the drilling of the Storis E24-73-1HNA Well (specified as DWSU No. 3 in Order No. 407-991) and the Storis E24-73-1HNC Well (specified as DWSU No. 4 in Order No. 407-991).

7. On May 29, 2014, Noble, by its attorneys, filed a verified application (“Application”) pursuant to §34-60-116, C.R.S. for an order to vacate Order No. 407-991 only as it applies to the Storis E24-73-1HNA Well (API No. 05-123-38150) (DWSU No. 3 in Order No. 407-991) and the Storis E24-73-1HNC Well (API No. 05-123-38148) (DWSU No. 4 in Order No. 407-991) (“Wells”) in the below-described lands (“Application Lands”), for the development and operation of the Niobrara Formation:

8. On July 15, 2014, Noble, by its attorneys, filed with the Commission a written request to approve the Application based on the merits of the verified Application and the supporting exhibits. Sworn written testimony and exhibits were submitted in support of the Application.

9. Land testimony and exhibits submitted in support of the Application by Julie T. Jenkins, Land Manager for Noble, showed that the well plans for the Storis E24-73-1HNA Well (API No. 05-123-38150) and the Storis E24-73-1HNC Well (API No. 05-123-38148) were changed due to issues relating to the Horizontal Offset Policy. Accordingly, to be properly pooled, Order No. 407-991 must be vacated as it applies to those Wells.

10. The above-referenced testimony and exhibits show that granting the Application will allow more efficient reservoir drainage, will prevent waste, will assure a greater ultimate recovery of hydrocarbons, and will not violate correlative rights.

12. Based on the facts stated in the verified Application, having received no protests, and based on the Hearing Unit review of the Application under Rule 511., the Commission should enter an order to vacate Order No. 407-991 only as it applies to the Storis E24-73-1HNA Well (API No. 05-123-38150) (DWSU No. 3 in Order No. 407-991) and the Storis E24-73-1HNC Well (API No. 05-123-38148) (DWSU No. 4 in Order No. 407-991), provide that the Wells are pooled pursuant to Order No. 407-1020 and make this Order effective as of the date of Order No. 407-991, for the development and operation of the Niobrara Formation.

1. Order No. 407-991 only as it applies to the Storis E24-73-1HNA Well (API No. 05-123-38150) (DWSU No. 3 in Order No. 407-991) and the Storis E24-73-1HNC Well (API No. 05-123-38148) (DWSU No. 4 in Order No. 407-991) in the below-described lands is hereby vacated:

2. All interests within two approximate 400-acre designated wellbore spacing units established for the Application Lands, to accommodate the drilling of the Storis E24-73-1HNA Well (API No. 05-123-38150) and the Storis E24-73-1HNC Well (API No. 05-123-38148), are hereby pooled, pursuant to Order No. 407-1020, for the development and operation of the Niobrara Formation.

4. Nothing in this order is intended to conflict with §34-60-116, C.R.S., as amended. Any conflict that may arise shall be resolved in favor of the statute.

1. The provisions contained in the above order shall become effective immediately.

2. The Commission expressly reserves its right, after notice and hearing, to alter, amend or repeal any and/or all of the above orders.

3. Under the State Administrative Procedure Act the Commission considers this Order to be final agency action for purposes of judicial review within 35 days after the date this Order is mailed by the Commission.

4. An application for reconsideration by the Commission of this Order is not required prior to the filing for judicial review.