HILCORP NORTH SLOPE, LLC — Notice of Amendment

520105011M_closure letter_08272013_text.pdf, page 1Official PDFVIA UPS GROUND: 1ZWR25880394812052 August 27, 2013 Mr. John Minge President BP Exploration (Alaska), Inc. 900 E. Benson Blvd. Anchorage, AK 99508-4254 RE: CPF 5-2010-5011M Closure Letter Dear Mr. Minge: On July 27-28, 2009, a representative from the Pipeline and Hazardous Materials Safety Administration (PHMSA), pursuant to chapter 601 of 49 United States Code, inspected BP Exploration Alaska’s (BPXA) procedures titled “Greater Prudhoe Bay Natural Gas Liquids (NGL) Pipeline Operation, Maintenance, Emergency Response Manual (OMER) in Anchorage, Alaska. As a result of the inspection, BPXA was issued a Notice of Amendment on April 20, 2010, which proposed amendment of your procedures. On November 23, 2012, BPXA was issued an Order Directing Amendment in which Item 1 of the Notice required BPXA to amend their written procedures for operations, maintenance, and emergencies, Item 2 in the Notice was withdrawn, and Item 3 in the Notice was corrected. BPXA submitted a statement on July 18, 2013, in which they agree that their NGL pipeline from Valve FV1206 to Flow Station 1 is subject to 49 C.F.R. Part 195. BPXA also stated that inspection intervals and updated requirements will be implemented by year end 2013. My staff reviewed the plan for amended procedures, and it appears that the inadequacies outlined in this Notice of Amendment have been corrected. This letter is to inform you no further action is necessary and this case is now closed. Thank you for your cooperation. Sincerely, Chris Hoidal Director, Western Region Pipeline and Hazardous Materials Safety Administration cc: PHP-60 Compliance Registry PHP-500 (#123933)#

520105011M_Order Directing Amendment_11232012_text.pdf, page 1Official PDFNOVEMBER 23, 2012 Mr. John Minge President BP Exploration (Alaska), Inc. 900 E. Benson Blvd. Anchorage, AK 99508-4254 Re: CPF No. 5-2010-5011M Dear Mr. Minge: Enclosed please find the Order Directing Amendment issued in the above-referenced case. It makes a finding of inadequate procedures and requires that BP Exploration (Alaska), Inc., amend certain operating and maintenance procedures. When the amendment of procedures has been completed, as determined by the Deputy Director, Western Region, PHMSA, this enforcement action will be closed. Service of the Order Directing Amendment by certified mail is deemed effective upon the date of mailing, or as otherwise provided under 49 C.F.R. § 190.5. Thank you for your cooperation in this matter. Sincerely, Jeffrey D. Wiese Associate Administrator for Pipeline Safety Enclosure cc: Mr. David O. Barnes, P.E., DOT & Integrity Manager, BP Pipelines (North America) Inc., 28100 Torch Parkway, Warrenville, IL 60555 Mr. Dennis Hinnah, Deputy Director, Western Region, OPS Mr. Chris Hoidal, Director, Western Region, OPS Mr. Alan Mayberry, Deputy Associate Administrator for Field Operations, OPS CERTIFIED MAIL - RETURN RECEIPT REQUESTED#

520105011M_Order Directing Amendment_11232012_text.pdf, page 2U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 ____________________________________ ) In the Matter of ) ) BP Exploration (Alaska), Inc., ) CPF No. 5-2010-5011M ) Respondent. ) ____________________________________) ORDER DIRECTING AMENDMENT On July 27-28, 2009, pursuant to 49 U.S.C. § 60117, a representative of the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS), inspected the procedures for operating, maintenance, and emergencies for the Greater Prudhoe Bay natural gas liquids pipeline system of BP Exploration (Alaska), Inc. (BPXA or Respondent), at BPXA’s offices in Anchorage, Alaska.1 As a result of the inspection, the Deputy Director, Western Region, OPS (Deputy Director), issued to Respondent, by letter dated April 20, 2010, a Notice of Amendment (Notice). The Notice alleged inadequacies in Respondent’s written procedures for operations, maintenance and emergencies and, in accordance with 49 C.F.R. § 190.237, proposed that Respondent amend its procedures to comply with the requirements of 49 C.F.R. §§ 195.1, 195.228, and 195.402(c)(7). BPXA responded to the Notice by letter dated May 20, 2010 (Response). The company contested two of the allegations of inadequacy and submitted copies of its revised procedures with respect to the third allegation. Respondent did not request a hearing and therefore has waived its right to one. Item 1 in the Notice alleged that Respondent’s procedures failed to indicate that a 6-inch diameter pipeline transporting highly volatile liquids (HVLs) from Valve FV1206 to Flow Station 1 is DOT jurisdictional and thus subject to the Part 195 regulations. In its Response, BPXA disagreed that the pipeline was subject to Part 195 regulations. Respondent explained that it had reviewed the regulatory history and function of the pipeline and although the former operator included the line as part of the regulated NGL pipeline system, it had removed the line from regulated status under its procedures in 1996, upon consultation with a PHMSA inspector. 1 BPXA, a wholly-owned subsidiary of BP Pipelines (North America), Inc., conducts oil and gas exploration, production, and transportation in Alaska, including transporting natural gas liquids. http://www.bp.com/subsection.do?categoryId=3050048&contentId=3050166 (last visited October 4, 2012).#

520105011M_Order Directing Amendment_11232012_text.pdf, page 32 Respondent contended that the pipeline was a “production flow line” because the HVLs it carried were subject to additional processing through separation facilities prior to being sent to the Trans-Alaska Pipeline System. Respondent’s argument, however, is not persuasive. Under 49 C.F.R. § 195.2, an HVL means “a hazardous liquid which will form a vapor cloud when released to the atmosphere and which has a vapor pressure exceeding 276 kPa (40 psia) at 37.8°C (100°F).” The fact that the liquids being transported in this pipeline are subject to additional processing does not mean they are not HVLs and thus hazardous liquids. Moreover, this pipeline originates at a pipeline that Respondent acknowledges is a regulated transmission pipeline. Therefore, this pipeline cannot be a production pipeline because the product it transports has already entered the transportation system. Accordingly, I find that Respondent’s procedures for classifying the 6-inch diameter pipeline transporting HVLs from Valve FV1206 to Flow Station 1 are inadequate to ensure the safe operation of its pipeline system. Pursuant to 49 C.F.R. § 190.237, Respondent is ordered to amend its written procedures for operations, maintenance, and emergencies to classify the 6-inch diameter pipeline transporting HVLs from Valve FV1206 to Flow Station 1 as a transportation pipeline subject to 49 C.F.R. Part 195. Item 2 in the Notice alleged that Respondent’s procedure for visual weld inspections designated as SPC-AK-43-331 was inadequate because it did not require that visual inspection be conducted in accordance with the American Petroleum Institute (API) 1104 welding standard and instead allowed its non-destructive examination (NDE) contractor to follow the ASME B31.3 standard.2 In its Response, BPXA explained that under section 7.16 of its procedures, the requirement to follow the ASME International (ASME) B31.3 standard was in addition to following the API 1104 standard, not instead of API 1104, and that as a result the API 1104 standard was met and even exceeded. I agree. Accordingly, I find that Respondent’s procedure for visual weld inspections designated as SPC-AK-43-331 was adequate and this allegation is withdrawn. Item 3 in the Notice alleged that Respondent did not have an adequate procedure for starting up its pipeline after purging. In its Response, BPXA explained that it added Procedure 2.2b, entitled Slack Pipeline Start Up, to the Normal Operations section of its procedural manual to address the inadequacy cited in the Notice. BPXA submitted a copy of its amended procedures with its Response, which the Deputy Director has reviewed. Based on the results of such review, I find that Respondent’s original procedures for line start up after purging, as described in the Notice, were inadequate to ensure safe operation of its pipeline system, but that Respondent has corrected the identified inadequacy. Accordingly, it is unnecessary to direct any further amendment of this procedure in this Order. Under 49 C.F.R. § 190.215, Respondent has a right to submit a petition for reconsideration of this Order Directing Amendment. Should Respondent elect to do so, the petition must be sent to: Associate Administrator, Office of Pipeline Safety, PHMSA, 1200 New Jersey Avenue, SE, East Building, 2nd Floor, Washington, DC 20590, with a copy sent to the Office of Chief Counsel, PHMSA, at the same address. PHMSA will accept petitions received no later than 20 days after 2 API 1104 is incorporated by reference into Part 195. See 49 C.F.R. § 195.3.#

520105011M_Order Directing Amendment_11232012_text.pdf, page 43 receipt of service of this Order Directing Amendment by the Respondent, provided they contain a brief statement of the issue(s) and meet all other requirements of 49 C.F.R. § 190.215. Unless the Associate Administrator, upon request, grants a stay, all terms and conditions of this Order Directing Amendment are effective upon service in accordance with 49 C.F.R. § 190.5. ___________________________________ __________________________ Jeffrey D. Wiese Date Issued Associate Administrator for Pipeline Safety#

520105011M_notice of amendment_04202010_text.pdf, page 1Official PDFNOTICE OF AMENDMENT VIA FEDERAL EXPRESS (FEDEX) – 8726-2779-5632 April 20, 2010 Mr. Anthony Brock VP HSSE & Engineering BP Exploration Alaska P.O. Box 196612 900 E. Benson Blvd. Anchorage, Alaska 99519 CPF 5-2010-5011M Dear Mr. Brock: On July 27-28, 2009, a representative of the Pipeline and Hazardous Materials Safety Administration (PHMSA) pursuant to Chapter 601 of 49 United States Code inspected BP Exploration Alaska’s (BPXA) procedures titled “Greater Prudhoe Bay Natural Gas Liquids Pipeline Operation, Maintenance, Emergency Response Manual (OMER)” in Anchorage, Alaska. On the basis of the inspection, PHMSA has identified the apparent inadequacies found within BPXA’s procedures, as described below: 1. §195.1 Which pipelines are covered by this part? (a) Covered. Except for the pipelines listed in paragraph (b) of this section, this part applies to pipeline facilities and the transportation of hazardous liquids or carbon dioxide associated with those facilities in or affecting interstate or foreign commerce, including pipeline facilities on the Outer Continental Shelf (OCS). This includes:#

520105011M_notice of amendment_04202010_text.pdf, page 2(1) Any pipeline that transports a highly volatile liquid (HVL); The operator’s procedures do not indicate that the 6” line running from Valve FV1206 to Flow Station 1 is DOT jurisdictional. 2. §195.228 Welds and welding inspection: Standards of acceptability. (a) Each weld and welding must be inspected to insure compliance with the requirements of this subpart. Visual inspection must be supplemented by nondestructive testing. (b) The acceptability of a weld is determined according to the standards in Section 9 of API 1104. However, if a girth weld is unacceptable under those standards for a reason other than a crack, and if Appendix A to API 1104 (ibr, see § 195.3) applies to the weld, the acceptability of the weld may be determined under that appendix. BPXA’s procedure SPC-AK-43-331 (visual inspection of welding) is inadequate, because the procedure did not require that visual inspection be conducted in accordance with API 1104. The SPC-AK-43-331 procedure states that “all critical welds receive In Process visual weld examination in accordance with ASME B31.3, paragraph 344.7. The operator’s NDE contactor’s records indicated that the procedure for visual examination was performed to ASME B31.3. BPXA’s Tier 2 DOT “Operations Maintenance and Emergency Manual (OMER), page 12 requires that all visual inspection be done to API 1104, section 4.4.6.b. CFR 195.228 requires the welds to be inspected to API 1104. The operator needs to revise SPC-AK-43-331 or write a procedure in accordance with CFR 195.228 and OMER Tier 2. 3. §195.402(c)(7) Procedural manual for operations, maintenance, and emergencies. (7) Starting up and shutting down any part of the pipeline in a manner designed to assure operation within the limits prescribed by paragraph §195.406, consider the hazardous liquid or carbon dioxide in transportation, variations in altitude along the pipeline, and pressure monitoring and control devices. BPXA’s “DOT Operations, Maintenance, and Emergency Response (OMER) Manual” does not include startup procedures for starting the line up after purging. The startup procedure in the OMER assumed that the line is in the liquid state.#

520105011M_notice of amendment_04202010_text.pdf, page 3Response to this Notice This Notice is provided pursuant to 49 U.S.C. § 60108(a) and 49 C.F.R. § 190.237. Enclosed as part of this Notice is a document entitled Response Options for Pipeline Operators in Compliance Proceedings. Please refer to this document and note the response options. Be advised that all material you submit in response to this enforcement action is subject to being made publicly available. If you believe that any portion of your responsive material qualifies for confidential treatment under 5 U.S.C. 552(b), along with the complete original document you must provide a second copy of the document with the portions you believe qualify for confidential treatment redacted and an explanation of why you believe the redacted information qualifies for confidential treatment under 5 U.S.C. 552(b). If you do not respond within 30 days of receipt of this Notice, this constitutes a waiver of your right to contest the allegations in this Notice and authorizes the Associate Administrator for Pipeline Safety to find facts as alleged in this Notice without further notice to you and to issue a Final Order. If, after opportunity for a hearing, your plans or procedures are found inadequate as alleged in this Notice, you may be ordered to amend your plans or procedures to correct the inadequacies (49 C.F.R. § 190.237). If you are not contesting this Notice, we propose that you submit your amended procedures to my office within 60 days of receipt of this Notice. This period may be extended by written request for good cause. Once the inadequacies identified herein have been addressed in your amended procedures, this enforcement action will be closed. In correspondence concerning this matter, please refer to CPF 5-2010-5011M and send all responses to 188 W. Northern Lights Blvd. Suite 520, Anchorage, Alaska 99503. For each document you submit, please provide a copy in electronic format whenever possible. Sincerely, Dennis Hinnah Deputy Director, Western Region Pipeline and Hazardous Materials Safety Administration Enclosure: Response Options for Pipeline Operators in Compliance Proceedings cc: PHP-60 Compliance Registry PHP-500 B. Flanders (#123933)#