HILCORP ALASKA, LLC — Safety Order

520170004S_Consent Order and Agreement_04122017_text.pdf, page 1Official PDFApril 12, 2017 VIA CERTIFIED MAIL AND FAX TO: (907) 777-8301 Mr. Greg Lalicker President Hilcorp Alaska, LLC 1111 Travis Street Houston, Texas 77002 CPF No. 5-2017-0004S Dear Mr. Lalicker: Enclosed please find an Order incorporating the terms of the Consent Agreement between the Pipeline and Hazardous Materials Safety Administration (PHMSA) and Hilcorp Alaska, LLC (Hilcorp) which was executed on April 11, 2017. Service of the Order and Consent Agreement 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, for Alan K. Mayberry Associate Administrator for Pipeline Safety Enclosure: Order and Consent Agreement cc: Ms. Linda Daugherty, Deputy Associate Administrator for Field Operations, OPS Mr. Chris Hoidal, Senior Technical Advisor, Program Development, OPS Mr. Dustin Hubbard, Acting Region Director, Western Region, OPS Ms. Erin McKay, Regulatory Compliance Manager, Alaska Integrity Group, Hilcorp Alaska, LLC, at emckay@hilcorp.com#

520170004S_Consent Order and Agreement_04122017_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 ) ) ) Hilcorp Alaska, LLC, ) a subsidiary of Hilcorp Energy Company, Respondent. ) ) ) ) CPF No. 5-2017-0004S ORDER By letter dated March 3, 2017, the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS or Agency), issued a Notice of Proposed Safety Order (Notice) to Hilcorp Alaska, LLC (Hilcorp or Respondent), a subsidiary of Hilcorp Energy Company. In accordance with 49 C.F.R. § 190.239, the Notice alleged that conditions exist on Respondent’s Middle Ground Shoal (MGS) Fuel Gas System that pose a pipeline integrity risk to public safety, property, or the environment. The Notice also proposed that Respondent take certain corrective measures to remedy the alleged conditions and ensure that the public, property, and the environment are protected from the potential risk. In response to the Notice, Respondent requested an informal consultation, whereupon the parties engaged in good-faith settlement discussions that have resulted in the Consent Agreement attached to this Order, of even date herewith, and that settles all of the allegations in the Notice. Accordingly, the Consent Agreement is hereby approved and incorporated by reference into this Order. The Respondent is hereby ordered to comply with the terms of the Consent Agreement, effective immediately. Pursuant to 49 U.S.C. 60101, et seq., failure to comply with this Consent Order may result in the assessment of civil penalties of up to $205,638 per day. The terms and conditions of this Consent Order are effective upon service in accordance with 49 C.F.R. § 190.5. April 12, 2017 for Alan K. Mayberry Date Associate Administrator for Pipeline Safety#

520170004S_Consent Order and Agreement_04122017_text.pdf, page 3U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 In the Matter of ) ) ) Hilcorp Alaska, LLC, ) a subsidiary of Hilcorp Energy Company, Respondent. ) ) ) ) CPF No. 5-2017-0004S CONSENT AGREEMENT On March 3, 2017, the Regional Director for the Western Region (the Region) of the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS or the Agency), issued a Notice of Proposed Safety Order (Notice) to Hilcorp Alaska, LLC (Hilcorp or Respondent), a subsidiary of Hilcorp Energy Company. The Notice alleged that conditions exist on Respondent’s Middle Ground Shoal (MGS) Fuel Gas System that pose a pipeline integrity risk to public safety, property, or the environment. The Notice also proposed that Respondent take certain corrective measures to remedy the alleged conditions and ensure that the public, property, and the environment are protected from the potential risk. Hilcorp responded to the Notice by timely submitting a written response and a request for an informal consultation. An informal consultation was held on March 22, 2017. As a result of the informal consultation process, PHMSA and Hilcorp (collectively, Parties) reached agreement that settlement of this proceeding will avoid further administrative proceedings or litigation of the Notice and that entry into this Consent Agreement (Agreement) is the most appropriate means of resolving the issues raised in the Notice and is generally in the public interest. Therefore, pursuant to 49 C.F.R. Part 190, without adjudication of any issue of fact or law, and upon consent and agreement of Hilcorp and PHMSA, the Parties agree as follows: I. General Provisions 1. Respondent acknowledges that as the operator of the MGS Fuel Gas System, Respondent and its MGS Fuel Gas System are subject to the jurisdiction of the Federal pipeline safety laws, 49 U.S.C. § 60101, et seq., and the regulations and administrative orders issued thereunder. While this Agreement refers to other Hilcorp facilities, this acknowledgement is limited solely to the MGS Fuel Gas System. For purposes of this Agreement, Respondent acknowledges that it received proper notice of PHMSA's action in this proceeding and that the Notice states claims upon which relief may be granted pursuant to 49 U.S.C. 60101, et seq., and#

520170004S_Consent Order and Agreement_04122017_text.pdf, page 4CPF No. 5-2017-0004S Page 2 the regulations and orders issued thereunder. The MGS Fuel Gas System MGS consists of four sections of pipe and is defined more specifically as the Affected Pipeline Facility in Paragraph 12(a) of this Agreement. 2. Respondent agrees, for purposes of this Agreement, to address the integrity risks identified in the Notice by completing the actions specified in Section II of this agreement (Corrective Measures) and to abide by the terms of this Agreement. This Agreement does not constitute a finding of violation of any Federal law or regulation and may not be used in any civil or administrative proceeding of any kind as evidence or proof of any fact, fault or liability, or as evidence of the violation of any law, rule, regulation or requirement, except in a proceeding to enforce the provisions of this Agreement. 3. After Respondent returns this signed Agreement to PHMSA, the Agency’s representative will present it to the Associate Administrator for Pipeline Safety, recommending that the Associate Administrator adopt the terms of this Agreement by issuing an administrative order (Consent Order) incorporating the terms of this Agreement. The terms of this Agreement constitute an offer of settlement until accepted by the Associate Administrator. Once accepted, the Associate Administrator will issue a Consent Order incorporating the terms of this Agreement. 4. Respondent consents to the issuance of the Consent Order, and hereby waives any further procedural requirements with respect to its issuance. Respondent waives all rights to contest the adequacy of notice, or the validity of the Consent Order or this Agreement, including all rights to administrative or judicial hearings or appeals, except as set forth herein. 5. This Agreement shall apply to and be binding upon PHMSA, and upon Hilcorp, its officers, directors, and employees, and its successors, assigns, or other entities or persons otherwise bound by law. Respondent agrees to provide a copy of this Agreement and any incorporated work plans and schedules to all of Hilcorp’s officers, employees, and agents whose duties might reasonably include compliance with this Agreement. 6. For all transfers of ownership or operating responsibility of Hilcorp’s MGS Fuel Gas System, Respondent will provide a copy of this Agreement to the prospective transferee at least 30 days prior to such transfer and simultaneously provide written notice of the prospective transfer to the PHMSA Region Director (Director) who issued the Notice. 7. This Agreement constitutes the final, complete and exclusive agreement and understanding between the Parties with respect to the settlement embodied in this Agreement. The Parties acknowledge that there are no representations, agreements or understandings relating to settlement other than those expressly contained in this Agreement, except that the terms of this Agreement may be construed by reference to the Notice. 8. Nothing in this Agreement affects or relieves Respondent of its responsibility to comply with all applicable requirements of the Federal pipeline safety laws, 49 U.S.C. § 60101, et seq., and the regulations and orders issued thereunder. Nothing in this Agreement alters PHMSA's right of access, entry, inspection, and information gathering or PHMSA's authority to#

520170004S_Consent Order and Agreement_04122017_text.pdf, page 5CPF No. 5-2017-0004S Page 3 bring enforcement actions against Hilcorp pursuant to the Federal pipeline safety laws, the regulations and orders issued thereunder, or any other provision of Federal or State law. 9. This Agreement does not waive or modify any Federal, State, or local laws or regulations that are applicable to Respondent’s pipeline systems. This Agreement is not a permit, or a modification of any permit, under any Federal, State, or local laws or regulations. Hilcorp remains responsible for achieving and maintaining compliance with all applicable Federal, State, and local laws, regulations and permits. 10. This Agreement does not create rights in, or grant any cause of action to, any third party not party to this Agreement. The U.S. Department of Transportation is not liable for any injuries or damages to persons or property arising from acts or omissions of Respondent or its officers, employees, or agents carrying out the work required by this Agreement. Hilcorp agrees to hold harmless the U.S. Department of Transportation, its officers, employees, agents, and representatives from any and all causes of action arising from any acts or omissions of Respondent or its contractors in carrying out any work required by this Agreement. 11. Measures set forth below. Upon issuance of the Consent Order, Hilcorp agrees to perform the Corrective 12. Definitions: a. The Affected Pipeline Facility means the 8-inch-diameter "A Pipeline" shown on the map attached as Exhibit A to the Notice and consists of the following four sections: 1) MGS onshore facility to "A Platform;" 2) "A Platform" to “Baker Platform;” 3) "A Platform" to "C Platform;" and 4) "C Platform" to “Dillon Platform.” b. The Affected Segment means the section from the MGS onshore facility to the "A Platform,” on which the leak is physically occurring. The leak is located approximately 2.6 miles from the "A Platform" and approximately 4.6 miles from the MGS onshore facility (as measured along the pipeline alignment). II. Corrective Measures 13. Repairs. The Parties understand that a repair of the leak is a two-phase process, consisting of an initial, temporary repair followed by a permanent repair. Hilcorp must mobilize divers and temporarily repair the leak on the failed Affected Segment as soon as Cook Inlet conditions allow divers to safely access the leak, but no later than by May 1, 2017. If the "A Pipeline" is not permanently repaired by May 15, 2017, Hilcorp must shut down the "A Pipeline" and keep it shut down until authorized to resume operation by the Director. 14. Notification of Pressure Fluctuations. Hilcorp must notify the Director by telephone within one hour of a confirmed discovery of any unplanned pressure fluctuation in excess of 25% of the target operating pressure, as determined by Hilcorp but not to exceed 165 psi, on the Affected Pipeline Facility. Hilcorp must make any such notifications whenever#

520170004S_Consent Order and Agreement_04122017_text.pdf, page 6CPF No. 5-2017-0004S Page 4 required, 24 hours a day/7 days a week. In the event the Director is unavailable, Hilcorp must notify the Alaska Operations Supervisor, PHMSA, by telephone within the time requirement set forth in this paragraph. In the event that neither the Director nor the Alaska Operations Supervisor, PHMSA, is available, Hilcorp must leave voicemail messages for both individuals on their office and mobile telephone numbers. 15. Temporary Pressure Restriction. Prior to making any permanent repair, Hilcorp must use its best efforts to reduce and maintain the pressure of the Affected Segment as low as practical to ensure that water does not intrude the oil-contaminated line or otherwise jeopardize safety or the environment. In no event, however, may Hilcorp increase the pressure above 165 psi without prior written approval from the Director. 16. Leak Inspection and Repair Plan. Hilcorp must develop and implement a "Pipeline Leak Inspection and Repair Plan" for the Affected Segment. Hilcorp must submit this plan for approval to the Director prior to making any temporary repair(s) and no later than two weeks from the issuance of a Consent Order. 17. Shutdown Plan. Hilcorp must develop and submit a plan to safely shut down the Affected Pipeline Facility in the event operations must cease, either as a result of a PHMSA mandate or of a Hilcorp business decision. Hilcorp must submit to the Director such plan for approval no later than 14 days from the issuance of a Consent Order. At a minimum, the plan must address the following: a. The potential effects on people, environment, wildlife, platforms, and the "B Pipeline" system of terminating fuel gas delivery; b. Purging of the "A Pipeline" of natural gas and maintaining pipeline pressure to prevent water intrusion with a product that is non-hazardous to life, environment, and wildlife; c. The maintenance of minimum flow in the "B Pipeline" to prevent damage to the pipeline; such as, freezing of water within the pipeline, or in the alternative, providing for the purging of the "B Pipeline." 18. Environmental Sampling and Monitoring Obligations. If Hilcorp's environmental sampling and monitoring obligations ordered by the Alaska Department of Environmental Conservation (ADEC) cannot be met, or if Hilcorp or ADEC learn of significant changes in the results of environmental sampling and monitoring efforts that suggest harm to the environment or wildlife, Hilcorp must notify the Director in writing within 12 hours of confirmed discovery of such qualifying changes. Hilcorp must also inform PHMSA, in writing, of all requirements and requests made by ADEC to Hilcorp in connection with the Affected Pipeline Facility within 24 hours of any such requirement or request. 19. Modification and Inspection Plan. Hilcorp must develop and implement a "Modification and Inspection Plan" for the Affected Pipeline Facility. Hilcorp must submit#

520170004S_Consent Order and Agreement_04122017_text.pdf, page 7CPF No. 5-2017-0004S Page 5 the plan to the Director for approval no later than 45 days from the issuance of a Consent Order. At a minimum, the plan must include the following: a. b. c. d. ILI Assessment: Hilcorp must modify the Affected Pipeline Facility to accommodate the use of ILI methods ("smart pigs") or alternative technologies approved by the Director. The selected ILI method or alternative technology must be capable of detecting, locating, identifying, and sizing dents, gouges, metal loss, excessive bending and other reasonably-identifiable anomalies. Hilcorp must conduct an ILI or alternative technology referenced above on the Affected Segment and make all necessary repairs by September 30, 2018. Hilcorp must conduct an ILI or alternative technology referenced above on the balance of the Affected Pipeline Facility not included above and make all necessary repairs by September 30, 2019. The ILI results (draft and final reports), and documentation of all subsequent associated repairs, must be sent to the Director within 30 days of receipt of each ILI vendor's report by Hilcorp and 30 days following completion of each repair. Sonar Inspection: Hilcorp must conduct high-resolution sonar inspection, or equivalent technology, with the prior written approval of the Director, of the Affected Pipeline Facility to identify pipeline sections that are not adequately supported physically and thus susceptible to excessive bending or current-induced vibrations that may damage the relevant pipeline section, no later than 90 days after the ice freeze has subsided in the spring of 2017 and the Affected Pipeline Facility becomes accessible by divers. The results of such inspections must be sent to the Director no later than 30 days after inspection is complete. Diver Inspections for Vibration and Excessive Bending Threats: For areas where the Affected Pipeline Facility is not continuously supported by the seabed (i.e., an unsupported span greater than 20 feet with a gap between the pipeline and the seafloor of greater than one pipeline diameter), Hilcorp must inspect those areas by diver, or equivalent, and determine those areas that require mitigation to address the threats of excessive bending and vibration induced failure. During the inspections divers will collect basic information about the pipe, including the existence of weight coat in the areas inspected. The external inspections required by this paragraph must be performed no later than October 31, 2017. To further assess for excessive bending on the Affected Pipeline Facility, Hilcorp will conduct the ILI assessments described in sub-paragraph 19(a), above. Diver and ILI Inspections for Mechanical Damage: To address the threat of external damage, Hilcorp must inspect any areas where the pipeline crosses rocky outcroppings. Hilcorp shall have divers inspect all unsupported spans where the pipe is resting on rocky outcroppings and determine those areas that require mitigation to address the threat of external damage. The diver inspections required by this paragraph must be performed no later than October 31, 2017, on#

520170004S_Consent Order and Agreement_04122017_text.pdf, page 8e. CPF No. 5-2017-0004S Page 6 the Affected Segment, and no later than October 31, 2018, on the remainder of the Affected Pipeline Facility. To further assess for mechanical damage in those locations, and on the remainder of the Affected Pipeline Facility, Hilcorp will conduct the ILI assessments described in sub-paragraph 19(a), above. If Hilcorp can collect and integrate ILI and sonar data in advance of the diver inspection deadlines in this paragraph, it may request that diver inspections be limited to areas where integrated data demonstrates that a mechanical damage threat exists. The intervention criteria Hilcorp will use to determine if pipeline repairs or other mitigation requirements are needed. 20. Documentation. Hilcorp must provide the Director with documentation of compliance and supporting data, to all Items above. 21. Revisions of Plans. Hilcorp must revise all plans identified in Items 16, 17, and 19 above, as necessary to incorporate new information obtained during the evaluations and associated remedial activities. Hilcorp must submit any such plan revisions to the Director for prior approval. The Director may approve plan elements incrementally. The plans identified in Items 16, 17, and 19 above, once approved by the Director, will be incorporated by reference into any Consent Order issued by PHMSA. 22. Written Approvals Required. Hilcorp may only implement the plans identified in Items 16, 17, and 19 above after they have been approved, in writing, by the Director, including any revisions to the plan(s). 23. Quarterly Reports. Hilcorp must submit quarterly reports to the Director that: (1) include analysis of all available data and results of the testing and evaluations required by this Agreement; and (2) describe the progress of the repairs and other remedial actions being undertaken. The first report will be due 45 days from issuance of a final Consent Order. 24. Extensions of Time. The Director may grant an extension of time for compliance with any of the terms of the Agreement upon a written request timely submitted demonstrating good cause for an extension. 25. Appeals. Respondent may appeal any decision of the Director to the Associate Administrator for Pipeline Safety. Decisions of the Associate Administrator will be final. III. Review and Approval Process 26. With respect to any submission under Section II (Corrective Measures) of this Agreement that requires the approval of the Director, the Director may: (a) approve, in whole or in part, the submission, (b) approve the submission on specified, reasonable conditions, (c) disapprove, in whole or in part, the submission, or (d) any combination of the foregoing. If the Director approves, approves in part, or approves with conditions, Hilcorp will take all action as approved by the Director, subject to Respondent's right to invoke the dispute resolution procedures in Section IV with respect to any conditions the Director identifies. If the Director disapproves all or any portion of the submission, the Director will provide Hilcorp with a written#

520170004S_Consent Order and Agreement_04122017_text.pdf, page 9CPF No. 5-2017-0004S Page 7 notice of the deficiencies. Respondent will correct all deficiencies within the time specified by the Director and resubmit it for approval. IV. Dispute Resolution 27. The Director and Hilcorp will informally attempt to resolve any disputes arising under this Agreement. If Respondent and the Director are unable to informally resolve the dispute within 15 days of submittal of Respondent’s invoking dispute resolution, Hilcorp may request in writing, within 10 days thereafter, a written determination resolving the dispute from the Associate Administrator for Pipeline Safety providing all information that Respondent believes is relevant to the dispute. If the request is submitted as provided herein, the Associate Administrator will issue a final determination in writing. The existence of a dispute and the PHMSA's consideration of matters placed in dispute will not excuse, toll, or suspend any term or timeframe for completion of any work to be performed under this Agreement during the pendency of the dispute resolution process except as agreed by the Director or the Associate Administrator in writing. V. Enforcement 28. This Agreement, as adopted by the Consent Order, is subject to all enforcement authorities available to the PHMSA under 49 U.S.C. § 60101, et seq., and 49 C.F.R. Part 190. work plans and associated schedules set forth or referenced in Section II will be automatically incorporated into this Agreement and are enforceable in the same manner. All VI. Recordkeeping and Information Disclosure 29. Unless otherwise required in this Agreement, Hilcorp agrees to maintain records demonstrating compliance with all requirements of this Agreement for a period of at least five years following completion of all work to be performed. For any reports, plans, or other deliverables required to be submitted to PHMSA pursuant to this Agreement, Respondent may assert a claim of business confidentiality or other protections applicable to the release of information by PHMSA, covering part or all of the information required to be submitted to PHMSA pursuant to this Agreement in accordance with 49 C.F.R. Part 7. Respondent must mark the claim of confidentiality in writing on each page, and include a statement specifying the grounds for each claim of confidentially. PHMSA determines release of any information submitted pursuant to this Agreement in accordance with 49 C.F.R. Part 7, the Freedom of Information Act, 5 U.S.C. § 552, DOT and PHMSA policies, and other applicable regulations and Executive Orders. VII. Effective Date 30. The term “Effective Date,” as used herein, is the date on which the Order is issued by the Associate Administrator incorporating the terms of this Agreement. Unless specified to the contrary, all deadlines for actions required by this Agreement run from the Effective Date of this Order.#

520170004S_Consent Order and Agreement_04122017_text.pdf, page 10CPF No. 5-2017-0004S Page 8 VIII. Modification 31. The terms of this Agreement may be modified by mutual agreement of the Parties. Such modifications must be in writing and signed by both parties. IX. Termination 32. This Agreement terminates upon completion of all terms set forth in Section II (Corrective Measures) as determined by the Director. Hilcorp may request written confirmation from PHMSA when this Agreement is terminated and the Director will provide such confirmation. Nothing in this Agreement prevents Respondent from completing any of the obligations earlier than the deadlines provided for in this Agreement. X. Ratification 33. The Parties’ undersigned representatives certify that they are fully authorized to enter into the terms and conditions of this Agreement and to execute and legally bind such party to this document. 34. The Parties hereby agree to all conditions and terms of this Agreement. For Hilcorp Alaska, LLC (Respondent): ___________________________________ ________________________ Date For PHMSA: ___________________________________ Dustin Hubbard Acting Director, Office of Pipeline Safety PHMSA Western Region U.S. Department of Transportation ________________________ Date#

520170004S_Closure Letter_11232020_text.pdf, page 1Official PDFVIA E-MAIL TO MR. GREG LALICKER November 23, 2020 Mr. Greg Lalicker Chief Executive Officer Hilcorp Energy Company 1111 Travis Street Houston, Texas 77002 RE: Consent Agreement CPF No. 5-2017-0004S Middle Ground Shoal Fuel Gas System Request for Termination of Consent Agreement – Item 32 Dear Mr. Lalicker: On March 3, 2017, the Pipeline and Hazardous Materials Safety Administration (PHMSA) issued a Notice of Proposed Safety Order to Hilcorp Alaska, LLC (Hilcorp)1 for alleged conditions existing on Hilcorp’s Middle Ground Shoal (MGS) Fuel Gas System and proposed that Hilcorp take certain corrective measures. On March 15, 2017, Hilcorp requested an informal consultation. An informal consultation was held on March 22, 2017. As a result of the informal consultation process, PHMSA and Hilcorp entered into a Consent Agreement on April 11, 2017. On April 12, 2017, PHMSA issued an Order approving and incorporating the terms of the Consent Agreement. By letter dated September 14, 2020, Hilcorp stated that the final outstanding items required by the Consent Agreement had been completed and requested closure of the Consent Agreement. Hilcorp indicated that the final outstanding items were the abandonment of the Baker “B” and Dillon “A” pipelines pursuant to 49 CFR 192.727. By letter dated October 29, 2020, PHSMA requested supporting data documenting abandonment of the above referenced pipelines, which Hilcorp provided by letter dated November 5, 2020. With respect to Hilcorp’s request for closure of the Consent Agreement, PHMSA agrees that the last remaining corrective measures of the Consent Agreement were the abandonment of the Baker “B” and Dillon “A” pipelines. Given their abandonment, I have determined that the terms of the Consent Agreement have been completed. Accordingly, the Consent Agreement is terminated. Thank you for your cooperation in this matter. Sincerely, 1 Hilcorp Alaska, LLC, which is a wholly-owned subsidiary of Hilcorp Energy Company.#

520170004S_Closure Letter_11232020_text.pdf, page 2Dustin Hubbard Director, Western Region Pipeline and Hazardous Materials Safety Administration cc: PHP-60 Compliance Registry PHP-500 T. Johnson (#155644) Mr. David S. Wilkins, Senior Vice President, Hilcorp Alaska (via email) Mr. Ben Wasson, Hilcorp Alaska (via email)#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 1Official PDFVIA FACSIMILE TO (907) 777-8301 AND CERTIFIED MAIL March 3, 2017 Mr. Greg Lalicker President Hilcorp Alaska, LLC 1201 Louisiana Street Suite 1400 Houston, Texas 77002 CPF 5-2017-0004S Dear Mr. Lalicker: Enclosed is a Notice of Proposed Safety Order (Notice) issued in the above-referenced case. The Notice proposes that you take certain measures with respect to Hilcorp Alaska, LLC’s1 Middle Ground Shoal (MGS) Fuel Gas System located in Cook Inlet, Alaska, to ensure pipeline safety. Your options for responding are set forth in the Notice. Your receipt of the Notice constitutes service of that document under 49 C.F.R. § 190.5. We look forward to a successful resolution of this integrity issue to ensure pipeline safety. Please direct any questions on this matter to me at 720-963-3160. Sincerely, Chris Hoidal Director, Western Region Pipeline and Hazardous Materials Safety Administration Enclosure: Notice of Proposed Safety Order & Attachment A (General Overview Map) 1 Hilcorp Alaska, LLC, operates as a subsidiary of Hilcorp Energy Company.#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 2cc: Mr. Alan K. Mayberry, Associate Administrator for Pipeline Safety, OPS Ms. Linda Daugherty, Deputy Associate Administrator for Field Operations, OPS Ms. Erin McKay, Regulatory Compliance Manager, Alaska Integrity Group, Hilcorp Alaska, LLC, emckay@hilcorp.com#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 3U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WESTERN REGION LAKEWOOD, COLORADO 80228 ________________________________________________ In the Matter of ) ) ) Hilcorp Alaska, LLC, ) a subsidiary of Hilcorp Energy Company, ) Respondent. ) _______________________________________________ ) ) CPF No. 5-2017-0004S NOTICE OF PROPOSED SAFETY ORDER Background and Purpose Pursuant to Chapter 601 of Title 49, United States Code, the Pipeline and Hazardous Materials Safety Administration (PHMSA), U.S. Department of Transportation, has initiated an investigation and information review of the safety of your Middle Ground Shoal (MGS) Fuel Gas System, consisting of approximately 15 miles of in-service gas pipeline mileage located in the Cook Inlet, Alaska. This investigation stems from a gas leak that was first discovered by Hilcorp Alaska, LLC (Hilcorp) on February 7, 2017, and that is ongoing in the waters of Cook Inlet. The MGS Fuel Gas System provides non-odorized gas (including oil production lift gas) to Hilcorp’s offshore “A Platform,” “Baker Platform,” “C Platform,” and “Dillon Platform,” all utilizing gas from the East Cook Inlet Gas Gathering System (ECIGGS). ECIGGS is a PHMSA- regulated natural gas transmission pipeline system. PHMSA Letter of Interpretation (PI-10- 0024) to XTO Energy, Inc., prior owner of the line, dated July 12, 2011, established that the pipeline associated with the MGS Fuel Gas System is a transmission line under PHMSA jurisdiction, as defined by 49 C.F.R. § 192.3.2 The MGS pipeline system begins at the three-inch tie-in to the ECIGGS pipeline on Wik Road in Nikiski, Alaska. The pipeline passes through Station O (201 Meter) and the MGS onshore facility before transitioning to the subsea portion 2 See 49 C.F.R. §192.3 (defining transmission lines as “a pipeline, other than a gathering line, that: (1) transports gas from a gathering line or storage facility to a distribution center, storage facility, or large volume customer that is not down-stream from a distribution center; (2) operates at a hoop stress of 20 percent or more of SMYS; or (3) transports gas within a storage field. NOTE: A large volume customer may receive similar volumes of gas as a distribution center, and includes factories, power plants, and institutional users of gas.”#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 42 that extends to the platforms in Cook Inlet. The MGS pipeline system, as shown on Attachment A, includes 2-inch, 4-inch, 6-inch and 8-inch diameter pipe.3 As a result of the investigation and information review, it appears that conditions exist on your pipeline facilities that pose a pipeline integrity risk to public safety, property or the environment. Pursuant to 49 U.S.C. § 60117(l), PHMSA issues this Notice of Proposed Safety Order (Notice), notifying you of the preliminary findings of the investigation, and proposing that you take certain measures to ensure that the public, property, and the environment are protected from this integrity risk. For purposes of this Notice, the term Affected Pipeline Facility means the 8-inch-diameter “A Pipeline” and consists of the following four sections: 1) MGS onshore facility to “A Platform”; 2) “A Platform” to Baker Platform; 3) “A Platform” to “C Platform;” and 4) “C Platform” to Dillon Platform. In addition, the term “Affected Segment” means the “A Pipeline” segment on which the leak is physically occurring and that runs from the MGS onshore facility to the “A Platform.” Preliminary Findings:  The gas leak on the Affected Segment is located approximately 2.6 miles from the “A Platform” and approximately 4.6 miles from the MGS onshore facility (as measured along the pipeline alignment).  The leak was discovered on February 7, 2017 and is still ongoing, with a current estimated leak rate of between 210,000 to 310,000 cubic feet per day.  The accident was initially reported by Hilcorp to the National Response Center at 7:49 pm EST on February 7, 2017 (NRC Report No. 1170504), indicating an unknown quantity release of natural gas. In addition, Hilcorp’s Regulatory Compliance Manager left a phone message for a PHMSA Anchorage Office employee on February 7, 2017, at 8:25 pm EST.  Hilcorp reports that in late January 2017, it noticed an increased trend in pipeline flow data on the Affected Segment. In response to this data, Hilcorp indicates that it conducted aerial pipeline surveillances by helicopter, looking specifically for leaks, and discovered the leak on February 7, 2017. Subsequently, Hilcorp’s flow analysis revealed that the pipeline began leaking in late December 2016.  The offshore (subsea) portion of the MGS Fuel Gas System is identified as the “A Pipeline.” As noted above, the “A Pipeline” begins at the onshore facility and is routed to the “A Platform.” At the “A Platform,” the pipeline bifurcates, with one leg extending 3 Attachment A, General overview map of the pipeline system.#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 53 to the “Baker Platform” and the other to the “C Platform” and “Dillon Platform.” The “A Pipeline” is an 8-inch nominal diameter gas transmission pipeline and was converted from liquid to gas service in 2005.  In close proximity to the “A Pipeline” is Hilcorp’s parallel “B Pipeline,” a crude-oil pipeline not shown on Attachment A. The “B Pipeline” has similar pipeline characteristics as those of the “A Pipeline” and transports hazardous liquids produced and initially processed by the offshore platforms to the MGS onshore facilities. The “B Pipeline” is operating in an environment substantially similar to the “A Pipeline.”  The “A Platform” and “C Platform” produce crude oil, conduct initial processing, and are manned 24 hours a day, seven days a week. The “Baker Platform” and “Dillon Platform” are in “light house” mode and are unmanned.4  The “A Pipeline” is an 8-inch nominal diameter transmission pipeline with 0.594” wall thickness. The pipeline is Grade B seamless pipe with X-Tru Coat and one-inch concrete weight coating. The portion of the “A Pipeline” running from the MGS shore facility to the “A Platform” and the portion running from the “A Platform” to “C” Platform were installed in 1965.  Hilcorp Alaska, LLC (OPID: 32645), purchased oil and gas facilities located in Nikiski, Alaska from XTO Energy, Inc. (OPID: 31178), on September 1, 2015. This purchase included the “A Pipeline.”  The product being transported by the “A Pipeline” is transmission-quality natural gas (98.67% methane). The pipeline operates continuously and has a normal operating pressure range of 160-250 psig. The pipeline was converted from liquid service to gas service in 2005.  Since the leak was discovered by Hilcorp on February 7, 2017, the following actions have been taken by Hilcorp: (1) the operating pressure on “A Pipeline” was lowered to 165 psi; (2) periodic helicopter overflights were conducted for visual surveillance of the leak area; (3) periodic situational reports were compiled; (4) the company performed analyses of different operational options; (5) the operator calculated the estimated gas leak rate; (6) the company shut down non-essential equipment on the offshore platforms to minimize gas demand; (7) it performed modeling on methane dispersion in Cook Inlet waterway; (8) it made preliminary preparations for divers and dive boat to perform necessary repairs when ice conditions and weather permitted; and (9) the company participated in meetings with federal and state agencies to coordinate response efforts. The National Oceanic and Atmospheric Administration (NOAA), National Marine Fisheries Service (NMFS) has expressed concerns to PHMSA about the potential 4 “Light house” mode means no active production is taking place at these platforms. The primary operating objectives for light house mode platforms are the continual operation of impressed current cathodic protection systems and navigational-aid lighting.#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 64 environmental damage that may result from the continued release of gas in Cook Inlet. By letter dated February 24, 2017 to PHMSA, NMFS provided an outline of the species and designated critical habitat that occur in Cook Inlet and documented its concerns regarding the potential effects of the natural gas discharge on marine mammals, including the critically-endangered Cook Inlet beluga whales.  The Alaska Department of Environmental Conservation (ADEC) has also responded to the ongoing gas release from “Pipeline A” because it considers the leak to be a discharge of hazardous substance into or upon the waters or lands of the state, which is prohibited unless authorized by ADEC, under Alaska Statute 46.03.745. By letter dated February 27, 2017, ADEC ordered Hilcorp to conduct environmental sampling and monitoring. To date, ADEC has issued three Situation Reports regarding the leak. ADEC also has described the environmentally sensitive areas and wildlife issues in its Incident Report, which was prepared with input from the National Marine Fisheries Service, the Alaska Department of Fish and Game, and the US Fish and Wildlife Service.  Regarding risks associated with water craft, the United States Coast Guard (USCG) has determined that risk to life and property appear to be low, primarily based on the remote area of the failure, current limited access due to sea ice, and modeling of the flammable area of the vapor cloud. As the sea ice dissipates, USCG estimates that the risk to life and property would likely increase. The USCG has and continues its Very High Frequency radio broadcast to mariners describing the gas leak, its location, and specific requests to mitigate the risk. At this time the USCG has not implemented a safety zone around the leak location; however, if necessary it could. An identified risk condition related to the leaking pipeline itself is that the leak could get worse and potentially fail if the leak was caused by outside forces, e.g. vibration, vortex shedding, excessive bending, or rock impingement.  Regarding risks associated with commercial aircraft, PHMSA finds that in the event the failure was caused by outside force as noted above, then the leak could potentially worsen and result in further hazard to vessel traffic. The Federal Aviation Administration issued a Notice to Airmen (NOTAM), effective from February 22, 2017 to April 30, 2017, restricting the airspace surrounding the leak location. The NOTAM-restricted airspace surrounds the leak for a radius of one nautical mile up to an altitude of 1500 feet.  PHMSA has reviewed information from Hilcorp and the state and Federal agencies noted above, suggesting that certain risks are presented by the various alternatives for responding to the failure. These alternatives include: (a) immediate repair of the Affected Segment; (b) continued operation of the Affected Segment until it can be safely repaired; and (c) shutting in the Affected Segment until it can be safely repaired. To date, Hilcorp has indicated it believes the safest alternative is to continue operating the Affected Segment, at reduced pressure and through-put until it can be safely repaired.  PHMSA acknowledges from assertions made by Hilcorp that immediate repair of the leak would pose an extreme risk to personnel during the current winter conditions where diving operations are required to access, investigate, and repair the Affected Segment.#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 75 Because of sea ice, weather conditions, and the Cook Inlet’s extreme tides and currents, diving operations cannot be safety conducted at present and, therefore, immediate repair of the leaking pipeline is not a viable option. It is estimated the sea ice and weather condition could allow safe diving operations as early as late March but not later than the end of April 2017.  PHMSA also finds that the risk conditions for shutting in the pipeline until it can be safely repaired include a potential crude-oil spill in Cook Inlet. According to Hilcorp, shutting in the “A Pipeline” could result in residual crude oil leaking into the environment due to the infiltration of seawater into the leaking pipeline and flushing out any remaining residual crude oil contained within the “A Pipeline” from its prior use as a crude-oil pipeline. Hilcorp has further indicated that if the “A Pipeline” were shut down so that the platforms could not continue production, then the crude-oil line (“B Pipeline”), which lies directly next to the Affected Segment, could freeze during colder temperatures due to such low- or no-flow conditions and potentially cause a breach in the “B Pipeline” and a potential oil spill.  PHMSA recognizes that the majority of the MGS pipeline system is located within the waters of the Upper Cook Inlet, which is known for extreme tides (average tides of 20 feet, maximum tides of 35 feet, and currents in excess of 5 to 7 knots) and the presence of dynamic sea ice conditions.  Hilcorp has further indicated to PHMSA that the company cannot access the Affected Segment until the ice clears, at which time diving operations can safely be conducted to access, investigate, and repair the leak. According to Hilcorp, the ice could clear as early as late March or as late as the end of April 2017. The serviceability of the pipeline will remain impaired until at least this time.  This is the third leak on the “A Pipeline” since June 2014. The two previous leaks were in June 2014 and August 2014, during ice-free conditions. The previous operator determined that those leaks were caused by rocks contacting the pipeline in areas where the pipeline was not continuously supported by the seabed. The rocks contacting the pipeline deteriorated the steel pipe wall by abrasion, resulting from relative movement between the pipeline and rocks contacting the pipeline. Both leaks were repaired by installation of bolt-on, split-sleeve clamps. The 2014 leaks were 42 yards apart and the current leak is approximately 2/3 mile from the previous two leaks.  Vortex-induced vibrations of subsea pipelines within the Cook Inlet have been a known integrity threat for years. Subsea pipeline operators in Cook Inlet typically monitor subsea pipelines annually to identify pipeline spans that are unsupported by the seabed and, if necessary, provide additional pipeline supports within these areas. It is believed that vortex-induced vibrations are one of the motive forces responsible for the relative movement between pipeline and rocks contacting the pipeline in areas where the pipeline is unsupported by the seabed.#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 86  According to Hilcorp, pipeline pressure on the Affected Segment prior to the leak fluctuated between 195-205 psig, with flow rates between 1,600,000 and 2,500,000 cubic feet per day. After the leak was discovered, platform operations have been curtailed and have contributed to the recent reductions in operating pressures and flow and leak rates.  The “A Pipeline” is not compatible with In-Line Inspection (ILI) tools because of piping associated with a manifold sled that is positioned on the sea-floor at the base of “A Platform.”  Hilcorp indicates the “A Pipeline” was successfully pressure-tested in 2005 during the conversion of service of the Affected Segment from liquid service to gas service.  The annual side-scan sonar or multi-beam echo-sounder survey, or both, that Hilcorp currently performs do not provide sufficient information to determine whether there are external loads on the pipe, eroded pipe, rock impingements, metal loss, dents, gouges, dielectric coating deterioration, and/or missing 1-inch-thick concrete weight coating. Proposed Issuance of Safety Order Section 60117(l) of Title 49, United States Code, provides for the issuance of a safety order, after reasonable notice and the opportunity for a hearing, requiring corrective measures, which may include physical inspection, testing, repair, or other action, as appropriate. The basis for making the determination that a pipeline facility has a condition or conditions that pose a pipeline integrity risk to public safety, property, or the environment is set forth both in the above-referenced statute and 49 C.F.R. § 190.239, a copy of which is enclosed. After evaluating the foregoing preliminary findings of fact and considering the age of the pipe involved, the hazardous nature of the product transported and the pressure required for transporting such product, the characteristics of the geographical areas where the pipeline facility is located, the environmentally sensitive area with endangered and threatened species marine life in and around the location of the leak, and the likelihood that the conditions could worsen or develop on other areas of the pipeline and potentially impact its serviceability, PHMSA finds that the continued operation of the Affected Pipeline Facility, without corrective measures, poses a pipeline integrity risk to public safety, property, and the environment. Accordingly, PHMSA issues this Notice of Proposed Safety Order to notify Respondent of the proposed issuance of a safety order and to propose that Respondent take measures specified herein to address the potential risk. Proposed Corrective Measures Pursuant to 49 U.S.C. § 60117(l) and 49 C.F.R. § 190.239, PHMSA proposes to issue to Hilcorp Alaska, LLC, a safety order incorporating the following remedial requirements with respect to the “Affected Pipeline Facility” and the “Affected Segment.”#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 97 Definitions: The Affected Pipeline Facility means the 8-inch diameter “A Pipeline” shown on Attachment A and consists of the following four sections: 1) MGS onshore facility to “A Platform”; 2) “A Platform” to Baker Platform; 3) “A Platform” to “C Platform;” and 4) “C Platform” to Dillon Platform. The Affected Segment means the “A Pipeline” segment on which the leak is physically occurring and running from the MGS onshore facility to the “A Platform.” The leak is located approximately 2.6 miles from the “A Platform” and approximately 4.6 miles from the MGS onshore facility (as measured along the pipeline alignment). Proposed Actions: 1. 2. 3. 4. 5. The failed Affected Segment must be permanently repaired by May 1, 2017. If the “A Pipeline” is not permanently repaired by May 1, 2017, Hilcorp must shut down the “A Pipeline” and keep it shut down until authorized to resume operation by the Director, Western Region (Director). Hilcorp must notify the Director by telephone within one hour of a confirmed discovery of any abnormal operating conditions, as defined in Part 192, or other issues regarding the safe operation of the Affected Pipeline Facility at any time, 24 hours a day/7 days a week, after the issuance of this Notice. In the event the Director is unavailable, Hilcorp must notify the Alaska Operations Supervisor, PHMSA, within the time requirement set forth in this paragraph. Prior to making the permanent repair, Hilcorp must use its best efforts to reduce and maintain the pressure of the Affected Segment as low as practical to ensure that water does not intrude the oil-contaminated line or otherwise jeopardize safety or the environment. In no event, however, may Hilcorp increase the pressure above 165 psi without prior written approval from the Director. Hilcorp must develop and implement a “Pipeline Leak Inspection and Repair Plan” for the Affected Segment. Hilcorp must submit the “Pipeline Leak Inspection and Repair Plan” for approval to the Director no later than two weeks from the issuance of a final Safety Order. Hilcorp must develop and submit a “Termination of Offshore Fuel Gas Deliveries Plan” provided by its fuel gas system in the event the pipeline must be shut down. Hilcorp must submit to the Director a “Termination of Offshore Fuel Gas Deliveries Plan” for approval no later than two weeks from the issuance of a final Safety Order. At a minimum, the plan must address the following: i. The ramifications to people, environment, wildlife, offshore platforms, and the “B Pipeline” system of terminating fuel gas delivery;#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 108 ii. iii. The purging of the “A Pipeline” of natural gas and maintaining pipeline pressure to prevent water intrusion with a product that is non-hazardous to the life, environment, and wildlife; The maintenance of minimum flow in the “B Pipeline” to prevent damage to the pipeline, such as, freezing of water within the pipeline, or in the alternative, providing for the purging of the “B Pipeline.” 6. If Hilcorp’s environmental sampling and monitoring obligations ordered by ADEC change, or if Hilcorp fails to comply with ADEC’s order, Hilcorp must immediately notify the Director in writing. PHMSA reserves the right to request the information provided under ADEC’s order at any time. 7. Hilcorp must develop and implement a “Modification and Inspection Plan” for the Affected Pipeline Facility. Hilcorp must submit the plan to the Director for approval no later than 45 days from the issuance of a final Safety Order. At a minimum, the plan must include the following for the “A Pipeline:” a. Hilcorp must modify the “A Pipeline” to accommodate the use of ILI methods or alternative technologies approved by the Director. Hilcorp must conduct an ILI or alternative technology referenced above on the “A Pipeline” and make all necessary repairs by September 30, 2018. The ILI results, and documentation of all subsequent associated repairs, must be sent to the Director within 30 days of receipt of the report by Hilcorp and 30 days following completion of each repair. b. Hilcorp must conduct high-resolution side-scan sonar inspection, or equivalent technology with the express written approval of the Director of the “A Pipeline” to identify pipeline sections which are not adequately supported to prevent excessive bending or current induced vibrations that may damage the pipeline no later than 90 days after the ice freeze has subsided and the “A Pipeline” becomes accessible by divers. The results of such testing must be sent to the Director no later than 30 days after inspection is complete. c. For areas where the pipeline is not continuously supported by the seabed (unsupported span) for 10 feet or more and the gap between the seabed and pipeline is one foot or more, Hilcorp must inspect the pipeline by diver, or equivalent, to determine pipeline surfaces which lack a one-inch-thick concrete weight coating. On pipeline surfaces without intact concrete weight coating, Hilcorp must inspect exposed pipeline surfaces to determine the condition of the dielectric coating, and to check for the presence of dents, gouges, metal loss, or other anomalies. The inspections required by this paragraph must be performed no later than 90 days after the ice freeze has subsided and the “A Pipeline” becomes accessible by divers. 8. Hilcorp must provide the Director with documentation of compliance and supporting data, to all Items above.#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 119 9. Hilcorp must revise all plans identified in Items 4, 5, and 7 above, as necessary to incorporate new information obtained during the evaluations and associated remedial activities. Hilcorp must submit any such plan revisions to the Director for prior approval. The Director may approve plan elements incrementally. The plans identified in Items 4, 5, and 7 above, once approved by the Director, will be incorporated by reference into any final Safety Order issued by PHMSA. 10. Hilcorp may only implement the plans identified in Items 4, 5, and 7 above, only after they have been approved, in writing, by the Director, including any revisions to the plan(s). 11. Hilcorp must submit quarterly reports to the Director that: (1) include analysis of all available data and results of the testing and evaluations required by the safety order; and (2) describe the progress of the repairs and other remedial actions being undertaken. The first report will be due 45 days from issuance of a final Safety Order. 12. The Director may grant an extension of time for compliance with any of the terms of the final Safety Order upon a written request timely submitted demonstrating good cause for an extension. 13. Respondent may appeal any decision of the Director to the Associate Administrator for Pipeline Safety. Decisions of the Associate Administrator will be final. The actions proposed by this Notice of Proposed Safety Order are in addition to and do not waive any requirements that apply to Respondent’s pipeline system under 49 C.F.R. Parts 190 through 199, under any other order issued to Respondent under authority of 49 U.S.C. § 60101 et seq., or under any other provision of Federal or state law. After receiving and analyzing additional data in the course of this proceeding and implementation of the work plan, PHMSA may identify other safety measures that need to be taken. In that event, Respondent will be notified of any proposed additional measures and, if necessary, amendments to the work plan or safety order. Response to this Notice In accordance with § 190.239, you have 30 days following receipt of this Notice to submit a written response to the Director. If you do not respond within 30 days, this constitutes a waiver of your right to contest 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 Safety Order. In your response, you may indicate that you intend to comply with the terms of the Notice as proposed, or you may request that an informal consultation be scheduled (you will also have the opportunity to request an administrative hearing before a final Safety Order is issued). Informal consultation provides you with an opportunity to explain the circumstances associated with the risk conditions alleged in the Notice and, as appropriate, to present a proposal for a#

520170004S_Notice of Proposed Safety Order_03032017_text.pdf, page 1210 work plan or other remedial measures, without prejudice to your position in any subsequent hearing. If you and PHMSA agree within 30 days of informal consultation on a plan and schedule for you to address each identified risk condition, the parties may enter into a written consent agreement, in which case PHMSA would then issue an administrative Consent Order incorporating the terms of the agreement. If a consent agreement is not reached, or if you have elected not to request informal consultation, you may request an administrative hearing in writing within 30 days following receipt of the Notice or within 10 days following the conclusion of an informal consultation that did not result in a consent agreement, as applicable. Following a hearing, if the Associate Administrator finds the facility to have a condition that poses a pipeline integrity risk to the public, property, or the environment in accordance with § 190.239, the Associate Administrator may issue a final Safety Order. 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). In your correspondence on this matter, please refer to CPF No. 5-2017-0004S for each document you submit, please provide a copy in electronic format whenever possible. ___________________________________ __________________ Chris Hoidal Date Issued Director, Western Region Pipeline and Hazardous Materials Safety Administration#