HILCORP ALASKA, LLC — Warning Letter

party submissionOfficial PDF520192002W_Operator Response to Notice and Request for Hearing and Preliminary Statement of Issues_02222019.pdf#

520192002W_Warning Letter_01252019_text.pdf, page 1Official PDFWARNING LETTER CERTIFIED MAIL - RETURN RECEIPT REQUESTED January 25, 2019 Mr. Greg Lalicker Chief Executive Officer Hilcorp Alaska, LLC 1111 Travis Street Houston, Texas 77002 CPF 5-2019-2002W Dear Mr. Lalicker: On July 11 through 15, 2016 and October 26, 2016, representatives of the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS), pursuant to Chapter 601 of 49 United States Code (U.S.C.), inspected Hilcorp Alaska, LLC’s (Hilcorp) Middle Ground Shoal natural gas transmission pipeline system near Nikiski, Alaska. We also reviewed your operation, maintenance and emergency response procedures and supporting records at your Nikiski and Anchorage offices. Based on our inspection findings, PHMSA determined that Hilcorp committed probable violations of the Pipeline Safety Regulations, Title 49, Code of Federal Regulations (CFR). The deficiencies noted and the probable violations are: 1. §191.5(a) Immediate notice of certain incidents. (a) At the earliest practicable moment following discovery, each operator shall give notice in accordance with paragraph (b) of this section of each incident as defined in §191.3.#

520192002W_Warning Letter_01252019_text.pdf, page 2Records do not indicate immediate notifications of incidents were made in accordance with §191.5. The previous operator failed to provide notice to the National Response Center of a natural gas leak on August 31, 2014, as confirmed by the Hilcorp personnel interviewed. 2. § 191.15 Transmission systems; gathering systems; and liquefied natural gas facilities: Incident report. (a) Transmission or Gathering. Each operator of a transmission or a gathering pipeline system must submit DOT Form PHMSA F 7100.2 as soon as practicable but not more than 30 days after detection of an incident required to be reported under §191.5 of this part. Records do not indicate that transmission incident reports were submitted by the previous operator to DOT on Form 7100.2 (01-2002) within the required timeframe. Incident reports were not submitted for the June 1, 2014 and August 31, 2014 leaks on the transmission pipeline system. 3. § 191.22 National Registry of Pipeline and LNG Operators (OPID) (c) Changes. Each operator of a gas pipeline, gas pipeline facility, LNG plant or LNG facility must notify PHMSA electronically through the National Registry of Pipeline and LNG Operators at http://opsweb.phmsa.dot.gov of certain events. Hilcorp failed to submit a National Registry notification to PHMSA regarding the September 1, 2015 purchase of the Middle Ground Shoal natural gas transmission pipeline system. 4. § 192.481 Atmospheric corrosion control: Monitoring (a) Each operator must inspect each pipeline or portion of pipeline that is exposed to the atmosphere for evidence of atmospheric corrosion, as follows: If the pipeline is located: Then the frequency of inspection is: Onshore At least once every 3 calendar years, but with intervals not exceeding 39 months Offshore At least once each calendar year, but with intervals not exceeding 15 months Hilcorp could not demonstrate that all portions of the pipeline that were exposed to the atmosphere were inspected at the required time interval. Records provided to our inspectors do not adequately document inspection of aboveground pipe for evidence of atmospheric corrosion. Offshore atmospheric corrosion inspections for pipeline portions located on the Platform A were not conducted in 2015. 2#

520192002W_Warning Letter_01252019_text.pdf, page 35. § 192.605 Procedural manual for operations, maintenance, and emergencies. (a) General. Each operator shall prepare and follow for each pipeline, a manual of written procedures for conducting operations and maintenance activities and for emergency response. For transmission lines, the manual must also include procedures for handling abnormal operations. This manual must be reviewed and updated by the operator at intervals not exceeding 15 months, but at least once each calendar year. This manual must be prepared before operations of a pipeline system commence. Appropriate parts of the manual must be kept at locations where operations and maintenance activities are conducted. The operators failed to conduct a review of its emergency plans and procedures at intervals not exceeding 15 months, but at least once each calendar year. The Emergency Plans and Procedures were reviewed on December 3, 2013 and again on November 24, 2015. The interval between reviews was longer than 15 months, and no review was completed during the 2014 calendar year. The previous operator also failed to document that annual reviews of the written procedures in the operations and maintenance manual were conducted as required. Hilcorp was unable to demonstrate that an annual review of operations and maintenance plans and procedures had been conducted in the 2014 calendar year. 6. § 192.619 Maximum allowable operating pressure: Steel or plastic pipelines. (a) No person may operate a segment of steel or plastic pipeline at a pressure that exceeds a maximum allowable operating pressure determined under paragraph (c) or (d) of this section, or the lowest of the following: (1) The design pressure of the weakest element in the segment, determined in accordance with subparts C and D of this part. However, for steel pipe in pipelines being converted under §192.14 or uprated under subpart K of this part, if any variable necessary to determine the design pressure under the design formula (§192.105) is unknown, one of the following pressures is to be used as design pressure: (i) Eighty percent of the first test pressure that produces yield under section N5 of Appendix N of ASME B31.8 (incorporated by reference, see §192.7), reduced by the appropriate factor in paragraph (a)(2)(ii) of this section; or (ii) If the pipe is 123∕4 inches (324 mm) or less in outside diameter and is not tested to yield under this paragraph, 200 p.s.i. (1379 kPa). 3#

520192002W_Warning Letter_01252019_text.pdf, page 4(2) The pressure obtained by dividing the pressure to which the segment was tested after construction as follows: (i) For plastic pipe in all locations, the test pressure is divided by a factor of 1.5. (ii) For steel pipe operated at 100 p.s.i. (689 kPa) gage or more, the test pressure is divided by a factor determined in accordance with the following table: Factors1, segment— Class location Installed before (Nov. 12, 1970) Installed after (Nov. 11, 1970) Converted under §192.14 1 1.1 1.1 1.25 2 1.25 1.25 1.25 3 1.4 1.5 1.5 4 1.4 1.5 1.5 1 For offshore segments installed, uprated or converted after July 31, 1977, that are not located on An offshore platform, the factor is 1.25. For segments installed, uprated or converted after July 31, 1977, that are located on an offshore platform or on a platform in inland navigable waters, including a pipe riser, the factor is 1.5. (3) The highest actual operating pressure to which the segment was subjected during the 5 years preceding the applicable date in the second column. This pressure restriction applies unless the segment was tested according to the requirements in paragraph (a)(2) of this section after the applicable date in the third column or the segment was uprated according to the requirements in subpart K of this part: Pipeline segment Pressure date —Onshore gathering line that first became subject to this part (other than §192.612) after April 13, 2006 March 15, 2006, or date line becomes subject to this part, whichever is later Test date 5 years preceding applicable date in second column. —Onshore transmission line that was a gathering line not subject to this part before March 15, 2006 Offshore gathering lines July 1, 1976 All other pipelines July 1, 1970 July 1, 1971. July 1, 1965. 4#

520192002W_Warning Letter_01252019_text.pdf, page 5(4) The pressure determined by the operator to be the maximum safe pressure after considering the history of the segment, particularly known corrosion and the actual operating pressure. (b) No person may operate a segment to which paragraph (a)(4) of this section is applicable, unless over-pressure protective devices are installed on the segment in a manner that will prevent the maximum allowable operating pressure from being exceeded, in accordance with §192.195. (c) The requirements on pressure restrictions in this section do not apply in the following instance. An operator may operate a segment of pipeline found to be in satisfactory condition, considering its operating and maintenance history, at the highest actual operating pressure to which the segment was subjected during the 5 years preceding the applicable date in the second column of the table in paragraph (a)(3) of this section. An operator must still comply with §192.611. (d) The operator of a pipeline segment of steel pipeline meeting the conditions prescribed in §192.620(b) may elect to operate the segment at a maximum allowable operating pressure determined under §192.620(a). Hilcorp did not properly determine the maximum allowable operating pressure (MAOP) per §192.619 and §192.620 for the transmission pipelines between Platform A to Platform C, and Platform C to the Dillon Platform. The maximum allowable operating pressure for these pipelines must be determined by §192.619(a), §192.619(c), or §192.619(d) requirements. Hilcorp’s MAOP determination does not attempt to address §192.619(c) requirements. Hilcorp has not identified these pipelines as alternative MAOP pipelines and, therefore, the 192.619(d) requirements are not applicable. Because Hilcorp did not perform the necessary analysis required to proceed under §192.619(c) or § 192.619(d), §192.619(a) requirements govern. In order to meet §192.619(a) requirements, Hilcorp must select the lowest of four values determined by §§192.619(a)(1) – (a)(4). Hilcorp states that due to the lack of information, including pressure test documentation, the MAOP of these lines was determined by the requirements of §192.619(a)(4). This is inadequate, for without determining the appropriate values for §§192.619(a)(1) - (a)(3), it cannot be determined if the §192.619(a)(4) value is the lowest of the four values. 7. § 192.739 Pressure limiting and regulating stations: Inspection and testing (a) Each pressure limiting station, relief device (except rupture discs), and pressure regulating station and its equipment must be subjected at intervals not exceeding 15 months, but at least once each calendar year, to inspections and tests to determine that it is— (1) In good mechanical condition; (2) Adequate from the standpoint of capacity and reliability of operation for the service in which it is employed; Our field inspection revealed that pressure regulating control lines were not supported in a manner to prevent damage so that they maintain good mechanical condition. Control lines 5#

520192002W_Warning Letter_01252019_text.pdf, page 6associated with the pressure reduction equipment (PV-1210 and PV-1211) within the Distribution Building were not adequately supported and therefore unsafe. Records do not indicate inspection and testing of a pressure relief device as required and at the specified intervals. The operators failed to inspect and test PSV-2007 at intervals not exceeding 15 months, but at least once each calendar year to determine its mechanical condition, capacity, and reliability of operation for the service in which it is employed. PSV-2007 was tested on September 4, 2014, placed into service on August 24, 2015, and remained in service until July 6, 2016. PSV-2007 was in-service in calendar year of 2015 without being inspected or tested. In addition, PSV-2007 remained in service until July 6, 2016, which exceeded the 15 month interval.. Therefore, the PSV-2007 was in-service while exceeding the inspection and testing interval required by code. 8. § 192.745 Valve maintenance: Transmission lines. (a) Each transmission line valve that might be required during any emergency must be inspected and partially operated at intervals not exceeding 15 months, but at least once each calendar year. During the inspection, Hilcorp identified two safety valves on Platform A (SDV-1810A and SDV-2700), and three safety valves on Platform C (FDD-1610, SDV-1600, and SDV-1610) that would be required during an emergency. The prior operator of these platforms, XTO, previously identified only one safety valve each on Platform A and Platform C. Hilcorp was unable to provide a record of inspection and partial operation of the transmission line valves which were located on Platform A and Platform C during the calendar years: 2013, 2014, and 2015. 9. § 192.743(a) Pressure limiting and regulating stations: Capacity of relief devices. (a) Pressure relief devices at pressure limiting stations and pressure regulating stations must have sufficient capacity to protect the facilities to which they are connected. Except as provided in §192.739(b), the capacity must be consistent with the pressure limits of §192.201(a). This capacity must be determined at intervals not exceeding 15 months, but at least once each calendar year, by testing the devices in place or by review and calculations. Records indicate testing or review of the capacity of each pressure relief device at each pressure limiting station and pressure regulating station was not completed as required. Hilcorp provided pressure relief capacity calculations/reviews dated September 10, 2010 and December 14, 2015. The September 2010 calculations/reviews were done when XTO was the operator, and the December 2015 calculations/reviews were done by Hilcorp. No other calculations/reviews were provided. Pressure relief capacity reviews were not conducted in the following calendar years: 2011, 2012, 2013, and 2014. 6#

520192002W_Warning Letter_01252019_text.pdf, page 7Under 49 U.S.C. § 60122 and 49 CFR § 190.223, you are subject to a civil penalty not to exceed $209,002 per violation per day the violation persists, up to a maximum of $2,090,022 for a related series of violations. For violations occurring prior to November 2, 2015, the maximum penalty may not exceed $200,000 per violation per day, with a maximum penalty not to exceed $2,000,000 for a related series of violations. We have reviewed the circumstances and supporting documents involved in this case, and have decided not to conduct additional enforcement action or penalty assessment proceedings at this time. We advise you to correct the item(s) identified in this letter. Failure to do so will result in Hilcorp being subject to additional enforcement action. No reply to this letter is required. If you choose to reply, in your correspondence please refer to CPF 5-2019-2002W. 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). Sincerely, Chris Hoidal Acting Director, Western Region Pipeline and Hazardous Materials Safety Administration cc: David S. Wilkins, Senior Vice President, Alaska Erin McKay, Regulatory Compliance Manager Alaska Integrity Group PHP-60 Compliance Registry PHP-500 M. Chard, T. Johnson (#152927) 7#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 1Official PDFMay 18, 2020 VIA ELECTRONIC MAIL TO: dwilkins@hilcorp.com Mr. David S. Wilkins Senior Vice President Hilcorp Alaska, LLC 3800 Centerpoint Drive, Suite 1400 Anchorage, Alaska 99503 CPF Nos. CPF 5-2019-2001; 5-2019-2002W Dear Mr. Wilkins: Enclosed please find a Consent Order incorporating the terms of the Consent Agreement between the Pipeline and Hazardous Materials Safety Administration (PHMSA) and Hilcorp Alaska, LLC, which was executed on May 18, 2020. Service of the Consent Order and Consent Agreement by electronic mail is deemed effective upon the date of transmission as provided under 49 C.F.R. § 190.5. Thank you for your cooperation in this matter. Sincerely, Alan K. Mayberry Associate Administrator for Pipeline Safety Enclosure: Order, Consent Agreement, and Compliance Plan cc: Mr. Dustin Hubbard, Director, Eastern Region, Office of Pipeline Safety, PHMSA Ms. Linda Daugherty, Deputy Associate Administrator for Field Operations, PHMSA Mr. David Hassell, Operations Supervisor, Western Region – Alaska, PHMSA Ms. Denali Kemppel, General Counsel, Hilcorp Alaska, LLC, dkemppel@hilcorp.com Mr. Justin Furnace, Vice President, Government and Public Affairs, Hilcorp Energy Company, jfurnace@hilcorp.com Mr. James Curry, Outside Counsel, Babst Calland, jcurry@babstcalland.com CONFIRMATION OF RECEIPT REQUESTED#

520192002W_Consent Agreement and Order_05182020_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, ) CPF Nos. 5-2019-2001; ) 5-2019-2002W Respondent. ) ____________________________________) CONSENT ORDER By letter dated January 24, 2019, the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety, issued a Notice of Probable Violation (Notice) to Hilcorp Alaska, LLC (Hilcorp or Respondent). By letter dated January 25, 2019, PHMSA issued a Warning Letter to Respondent.1 In accordance with 49 C.F.R. § 190.239, the Notice alleged that Hilcorp reported the Middle Ground Shoal (MGS) gas pipeline system located in the waters of the Upper Cook Inlet as onshore, rather than offshore transmission mileage, in its 2015 Annual Report. The Director proposed a civil penalty of $198,700 for this alleged violation and proposed that the Respondent take certain corrective measures to remedy the alleged violation. Also, on January 25, 2019, the Director issued a Warning Letter (Warning) to Hilcorp alleging nine probable violations of the pipeline safety regulations with regard to the MGS system. In response to the Notice and Warning Letter, Respondent timely requested a hearing and an informal discussion concerning potential settlement of the dispute. The parties subsequently engaged in good-faith settlement discussions that have resulted in the Consent Agreement and Compliance Plan attached to this Consent Order that settles all of the allegations in the Notice and Warning Letter. Accordingly, the Consent Agreement and Compliance Plan is hereby approved and incorporated by reference into this Consent 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 $200,000, as adjusted for inflation (see 49 C.F.R. § 190.223), for each violation for each day the violation continues or in referral to the Attorney General for appropriate relief in a district court of the United States. 1 Pursuant to 49 C.F.R. § 190.205, Warning Letters are not adjudicated. However, in this case, resolution of the Warning Letter is specifically referenced in the Consent Agreement and is therefore referenced in this Order as well.#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 3The terms and conditions of this Consent Order are effective upon service in accordance with 49 C.F.R. § 190.5. _____________________________ ________________________ Alan K. Mayberry Date Associate Administrator For Pipeline Safety#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 4U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 In the Matter of ) ) CPF Nos. 5-2019-2001; Hilcorp Alaska, LLC, ) 5-2019-2002W Respondent. ) ) ) ) SETTLEMENT AGREEMENT Starting in 2015, Hilcorp Alaska, LLC (Hilcorp or Respondent) and the Pipeline and Hazardous Materials Safety Administration (PHMSA) (collectively, the Parties) began discussing the jurisdictional status and regulatory classification of Hilcorp’s pipelines in and around the Upper Cook Inlet. Hilcorp raised this issue with PHMSA and sought clarity on the status of these assets after acquiring them from a number of other operators. Hilcorp maintained that certain assets located within the waters of the Upper Cook Inlet were exempt from the regulatory requirements of 49 C.F.R. Parts 192 and 195. PHMSA informed Hilcorp that it disagreed with that position and maintained that the assets were subject to PHMSA’s regulatory oversight. On October 31, 2018, PHMSA issued a report titled “Inventory of Upper Cook Inlet Pipeline Facilities and Identification of Regulators” (Inventory). The Inventory identified federal and state agencies with regulatory authority over pipelines located in the waters of the Upper Cook Inlet, listed current pipeline operators and assets in those waters, and made statements regarding PHMSA’s views concerning the jurisdictional status of the assets. On January 24, 2019, the Director, Western Region, PHMSA Office of Pipeline Safety, (Director) issued a Notice of Probable Violation, Proposed Civil Penalty, and Proposed Compliance Order (Notice) to Hilcorp. The Notice alleged that Hilcorp reported the Middle Ground Shoal (MGS) gas pipeline system located in the waters of the Upper Cook Inlet as onshore, rather than offshore transmission mileage, in its 2015 Annual Report. The Director proposed a civil penalty of $198,700 for this alleged violation and proposed that the Respondent take certain corrective measures to remedy the alleged violation. Also, on January 25, 2019, the Director issued a Warning Letter (Warning) to Hilcorp alleging nine probable violations of the pipeline safety regulations with regard to the MGS system. On January 25, 2019, Hilcorp filed a Petition for Review in the United States Court of Appeals for the D.C. Circuit, No. 19-1016, challenging PHMSA’s statements of jurisdiction and regulatory oversight in the Inventory (Petition). Hilcorp timely responded to the Notice and Warning, contested that the pipeline in question was properly classified as “offshore”, and requested a hearing and an informal discussion concerning Page 1 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 5potential settlement of the dispute. The Parties have reached an agreement that settlement of these proceedings will avoid further administrative proceedings or litigation, that entry into this Settlement Agreement (Agreement) is the most appropriate means of resolving the issues raised in the Notice, and addressing any findings from PHMSA inspections of the Covered Pipelines (defined below) that occurred before the Effective Date of this Agreement, and that the Agreement is 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 Acknowledgements. Hilcorp acknowledges that as of the Effective Date of this Agreement Hilcorp, as the operator of certain pipeline facilities that transport hazardous liquids and natural gas in the Upper Cook Inlet, is 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. Specifically, Respondent acknowledges the following: a. The Submerged Gathering Pipelines, Out-of-Service Pipelines, and the Kenai Katchemak Pipeline as defined in Table 1 of this Agreement, 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. b. The Onshore Gathering Pipeline as defined in Table 1 of this Agreement as the West Cook Inlet Gas Gathering System, is 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, but only with regard to the portions of that pipeline that qualify as a regulated gathering line under PHMSA’s gas gathering regulations. c. For purposes of this Agreement, Hilcorp acknowledges that it received proper notice of PHMSA’s actions in these proceedings. Scope of this Agreement. This Agreement applies to Respondents’ Submerged Gathering Pipelines, Kenai Katchemak Pipeline and the regulated portions of the Onshore Gathering Pipeline (“Covered Pipelines”) as defined in Table 1 of this Agreement. This Agreement also creates separate requirements applicable to the Out-of-Service Pipelines, as defined in Table 1 of this Agreement, which are set out in Section II of the Compliance Plan – Plan for Out of Service Pipeline Facilities. This Agreement does not apply to Respondent’s unregulated Production Pipelines, the unregulated portions of the Onshore Gathering Pipeline as defined in Table 1 of this Agreement, or the unregulated Dolly Varden C pipeline, as the Parties agree that these pipelines are not subject to PHMSA’s jurisdiction. The Agreement does not apply to any other assets not specifically identified in this Agreement. Page 2 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 6Table 1 Submerged Gathering Pipelines Pipeline Name Pipeline Description Pipeline Regulatory Classification Monopod A 8-inch oil pipeline from Regulated Offshore Monopod Platform to Trading Gathering Bay Production Facility (TBPF) Dolly Varden A 8-inch oil pipeline from Dolly Regulated Offshore Varden Platform to TBPF Gathering Anna A 8-inch oil pipeline from Anna Regulated Offshore Platform to Bruce Platform Gathering Bruce GP-1 6-inch oil pipeline from Regulated Offshore Bruce Platform to Granite Gathering Point Tank Farm (GPTF) Granite Point B 8-inch oil pipeline from Regulated Offshore Granite Point Platform (GPP) to GPTF Gathering Steelhead B 10-inch gas pipeline from Regulated Offshore Steelhead Platform to TBPF Gathering Monopod B 8-inch gas pipeline from Regulated Offshore TBPF to Monopod Platform Gathering Dolly Varden B 8-inch gas pipeline from Regulated Offshore TBPF to Dolly Varden Gathering Platform Grayling B 10-inch gas pipeline from Regulated Offshore TBPF to Grayling Platform Gathering King Salmon B 8-inch gas pipeline from Regulated Offshore TBPF to King Salmon Gathering Platform Anna B 8-inch gas pipeline from Regulated Offshore Bruce Platform to Anna Gathering Platform Bruce GP-2 6-inch gas pipeline from Regulated Offshore GPTF to Bruce Platform Gathering Granite Point A 8-inch gas pipeline from Regulated Offshore GPTF to GPP Gathering 2 As used in this Agreement, Submerged Gathering Pipelines refers only to the submerged portions of the pipelines listed in Table 1. The Parties recognize that there are relatively short, onshore portions of the Submerged Gathering unregulated gas gathering lines under 49 C.F.R. § 192.8. The onshore portions of the liquid Submerged Gathering Pipelines listed in Table 1. The onshore portions of the gas Submerged Gathering Pipelines are currently Class 1 § 195.11. Pipelines are all rural gathering lines that do not meet the definition of regulated rural gathering line in 49 C.F.R. Page 3 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 7Spark B 6-inch gas pipeline from Regulated Offshore Granite Point Production Gathering Facility (GPPF) to Spark Platform Spark Spurr Intertie 6-inch gas pipeline from Regulated Offshore Spark Platform to Spurr Gathering Platform Out-of-Service Pipelines Pipeline Name Pipeline Description Pipeline Regulatory Classification Dillon B 8-inch oil pipeline from Out of Service Platform C to Dillon Platform Dillon D 8-inch gas pipeline from Out of Service Dillon to East Foreland Facility Baker A 8-inch gas pipeline from Out of Service Baker Platform to Platform A. Spurr Gas 6-inch gas pipeline from Out of Service Spurr Platform to GPPF Spurr Oil 6-inch oil pipeline from Spur Out of Service Platform to GPPF Steelhead A 10-inch gas pipeline from Out of Service Steelhead Platform to TBPF Kenai Katchemak Pipeline (KKPL) Pipeline Name Pipeline Description Pipeline Regulatory Classification Kenai Katchemak Pipeline 12-inch gas pipeline that Gas transmission originates at the KKPL Tie-ln Pad and terminates at the Kenai Gas Field 33-30 Pad. Onshore Gathering Pipeline Pipeline Name Pipeline Description Pipeline Regulatory Classification West-Cook Inlet Gas 16-inch gas pipeline from the | Onshore Gathering (Class 1 Gathering System (W- TBPF to the terminus at a tie- unregulated) CIGGS) Page 4 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 8in with the Beluga gas transmission pipeline Production Pipelines Pipeline Name Pipeline Description Pipeline Regulatory Classification Grayling A 10-inch oil pipeline from Production Grayling Platform to TBPF King Salmon A 8-inch oil pipeline from King Production Salmon Platform to TBPF Steelhead C 8-inch oil pipeline from Production Steelhead Platform to TBPF Platform A - B1 8-inch oil pipeline from Production Platform A to East Foreland Facility Platform C - B2 8-inch oil pipeline from Production Platform C to Platform A Happy Valley 6-inch gas pipeline from Production Happy Valley Pad B to Happy Valley Pad A and then to KKPL Tie-In Pad Paxton 8-inch gas pipeline from Production Paxton Pad to KKPL Susan Dionne 8-inch gas pipeline from Production Susan Dionne to KKPL Ninilchik State 8-inch gas pipeline from Production Ninilchik State Pad to KKPL George Oskoloff (GO) 8-inch gas pipeline from GO Production Pad to KKPL Bartolowits 6-inch gas pipeline from Production Bartolowits Pad to KKPL Falls Creek 8-inch gas pipeline from Falls Production Creek Pad to KKPL Kasilof Extension 6-inch gas pipeline from Production Bartolowits Pad to KKPL Respondent agrees to complete the actions specified in Attachment A to this Agreement (Compliance Plan) and to abide by the terms of this Agreement. The Compliance Plan is incorporated by reference into this Agreement. This Agreement does not constitute a finding of violation of any law or regulation and may not be used in any civil, criminal, 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. Page 5 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 9After 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 a Consent Order pursuant 49 C.F.R. § 190.219 incorporating the terms of this Agreement. The terms of this Agreement constitute an offer of settlement until accepted by the Associate Administrator. If the Associate Administrator accepts, the Associate Administrator will issue a Consent Order incorporating the terms of this Agreement. 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 the 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. 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. Hilcorp 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. For all transfers of ownership or operating responsibility of the Covered Pipelines, Hilcorp will provide a copy of this Agreement to the prospective transferee at least 30 days prior to such transfer. Hilcorp will provide written notice of a transfer of ownership or operating responsibility to the Director within 30 days after such transfer. This provision shall not apply to any of those facilities that have been abandoned in accordance with 49 C.F.R. §§ 192.727 or 195.59 at or before the time of the transfer. 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. 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; and nothing in this Agreement alters PHMSA’s right of access, entry, inspection, and information gathering or PHMSA’s authority to bring enforcement actions against the Respondent pursuant to the Federal Pipeline Safety Laws, the regulations and orders issued thereunder, or any other provision of Federal or State law; with the following mutual understandings regarding timing: a. The Parties agree that, to allow Hilcorp time to integrate the Covered Pipelines into its PHMSA compliance programs, PHMSA’s inspections of the Covered Pipelines during the pendency of this Agreement will be limited to inspections to verify compliance with this Agreement and to investigate and address existing or imminent safety conditions or concerns. Page 6 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 10b. The Parties agree that nothing in this Agreement prevents PHMSA from investigating a pipeline accident or incident on any Hilcorp pipeline facilities subject to PHMSA’s jurisdiction, or employing its Corrective Action Order or Safety Order authorities under 49 U.S.C. §§ 60112 and 60117(l), respectively. c. The Parties agree that, in light of the challenges associated with the jurisdictional status and regulatory classification of the Covered Pipelines, and the Parties’ long- running discussions of the same, PHMSA will not bring enforcement actions for alleged violations of the Pipeline Safety Laws or PHMSA’s Pipeline Safety Regulations that may have occurred with respect to the Covered Pipelines prior to the Effective Date. d. The Parties agree that during the pendency of this Agreement, PHMSA will not bring enforcement actions against Hilcorp regarding alleged violations of the Pipeline Safety Laws or PHMSA’s Pipeline Safety Regulations that may occur with respect to the Covered Pipelines, except that PHMSA may bring an enforcement action with regard to alleged violations for failing to comply with the terms of this Agreement. e. Notwithstanding subparagraph (d) of this paragraph, the Parties agree that PHMSA may commence normal inspection and enforcement activities for the activities covered in the Compliance Plan on expiration of the various compliance timeframes as set forth in the Compliance Plan. This Agreement does not waive or modify any Federal, State, or local laws or regulations that are applicable to Hilcorp’s pipeline systems. This Agreement is not a permit, or a modification of any permit, under any Federal, State, or local laws or regulations. Respondent remains responsible for achieving and maintaining compliance with all applicable Federal, State, and local laws, regulations, and permits. 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. Respondent 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. Should a change in law, regulation, or operational status of any of the pipelines identified in Table 1 occur that may affect the jurisdictional status or regulatory classifications of the pipeline facilities subject to this Agreement, either Party may notify the other of such potential change, and the Parties agree to discuss any potential classification changes in good faith. The Director may grant an extension of time for compliance with any of the terms of this Agreement, including the Compliance Plan, upon a written request timely submitted demonstrating good cause for an extension. Absent unexpected delays, Hilcorp will submit any Page 7 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 11requests for extension no less than 30 days before the applicable deadline. The Director shall respond to any such requests within 14 business days of receipt. II. Monetary Penalties In consideration of the good faith nature of this Agreement, PHMSA hereby withdraws the allegation and proposed civil penalty of $198,700 in Item 1 of the Notice for CPF No. 5-2019-2001. If Hilcorp commits a Material Breach of this Agreement, as defined in Paragraph 16, Hilcorp will be liable for stipulated penalties, unless a force majeure event has occurred in accordance with Section VI (Force Majeure), according to the following provisions: a. For each Material Breach of this Agreement, Respondent will pay $750 per day for each instance of failure to comply for the first 15 days of noncompliance; $1000 per day for the 16th through 30th days of noncompliance; and $1,250 per day for each day of noncompliance thereafter. b. Stipulated penalties under this Paragraph will begin to accrue on the day after performance is due, and shall continue to accrue through the final day of completion of the activity. c. Respondent will pay any stipulated penalties not more than 30 days after receipt of written demand by PHMSA for such penalties. Federal regulations (49 C.F.R. § 89.21(b)(3)) require payments in excess of $10,000 dollars to be made by wire transfer through the Federal Reserve Communications System (Fedwire) to the account of the “U.S. Treasury.” A Material Breach of this Agreement shall be the Respondent’s failure to complete certain activities required in the Compliance Plan, as specified below, by the deadline established in the Compliance Plan combined with a failure to obtain a time extension for such activity from PHMSA. Should Hilcorp appeal a PHMSA decision regarding a time extension pursuant to Paragraph 23, no Material Breach shall occur until the Associate Administrator issues a determination with respect to that appeal. A Material Breach shall only include a failure to attempt to perform an activity required by the Agreement or Compliance Plan, where non-performance of that activity creates a substantial likelihood that the safety of the Covered Pipelines will be materially degraded. A Material Breach shall not include failure to comply with reporting or notification requirements, and shall not include ministerial or inadvertent errors or omissions in filings made or compliance documentation prepared under this Agreement. III. Dismissal of Petition for Review Within five business days after the Effective Date of this Agreement, Hilcorp shall file with the U.S. Court of Appeals for the D.C. Circuit a Stipulation to Dismiss the Petition, pursuant to Rule 42(b) of the Circuit Rules for the District of Columbia Circuit and Rule 42 of the Page 8 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 12Federal Rules of Appellate Procedure, specifying that the Parties shall bear their own costs and fees. IV. Disposition of Warning Letter The Parties agree that the alleged probable violations in the Warning Letter at CPF No. 5-2019-2002W, many of which occurred before Hilcorp acquired the MGS system, have been resolved. V. Review and Approval Process With respect to any submission of any document or plan required by 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. The Director shall respond within 60 days of a submission by Respondent. If the Director approves, approves in part, or approves with conditions, Respondent will take all action as approved by the Director, subject to Respondent's right to invoke the dispute resolution procedures in Section VII with respect to any conditions the Director identifies. If the Director disapproves all or any portion of the submission, the Director will provide Respondent with a written notice of the deficiencies and a reasonable period of time to correct them. Respondent will correct all deficiencies within the time specified by the Director and resubmit for approval. If the Director does not act on a submission or any document or plan submitted under this paragraph within 60 days of submission, Respondent may proceed as provided in the document or plan, as submitted. VI. Force Majeure Respondent agrees to perform all the terms of this Agreement within the timeframes established under the Compliance Plan, unless performance is delayed by a force majeure. For purposes of this Agreement, a force majeure is defined as an event arising from causes beyond the control of the Respondent, or any entity controlled by Respondent or Respondent’s contractors, which delays or prevents performance of any obligation under the Agreement despite Respondent’s commercially reasonable efforts to fulfill the obligation. If a force majeure event occurs or has occurred that may delay the performance of any term of this Agreement beyond the approved timeframe, Respondent shall notify the Director, in writing, within 5 business days of when Respondent knew that the event might cause a delay. Such notice shall identify the cause of the delay or anticipated delay and the anticipated duration of the delay; state the measures taken or to be taken to prevent or minimize the delay; and estimate the timetable for implementation of those measures. Failure to comply with the notice provision of this paragraph and to undertake reasonable efforts to avoid and minimize the delay shall waive any claim of force majeure by Respondent. If the Director determines, upon notification by Respondent, that a delay or anticipated delay in performance is or was attributable to a force majeure, then the Director will extend the time period for the performance of that term for a reasonable period. The Director will Page 9 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 13notify Respondent, in writing, of the length of any extension of performance of such terms affected by the force majeure. Any such extensions shall not alter Respondent's obligation to perform or complete other terms of this Agreement which are not affected by the force majeure. VII. Dispute Resolution The Director and Hilcorp will informally attempt to resolve any disputes arising under this Agreement, including but not limited to any decision of the Director. If Hilcorp and the Director are unable to informally resolve the dispute within 15 calendar days, Hilcorp may request in writing, within 10 calendar days of any failed attempt at informal resolution, a written determination resolving the dispute from the Associate Administrator for Pipeline Safety, PHMSA. Along with its request, Hilcorp will provide the Associate Administrator with all information Hilcorp believes is relevant to the dispute. If the request is submitted as provided herein, the Associate Administrator will issue a final determination in writing within 30 calendar days. Decisions of the Associate Administrator under this paragraph will constitute final agency action subject to judicial review. The existence of a dispute and 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, or ordered by a court of competent jurisdiction. VIII. Recordkeeping and Information Disclosure 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 the Compliance Plan, or as otherwise required by law or regulation, whichever period is longer. 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 and 49 C.F.R. § 190.343. 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. IX. Effective Date The term “Effective Date,” as used herein, is the date on which the Consent 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 the Consent Order. Page 10 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 14X. Modification The terms of this Agreement may be modified only by mutual agreement of the Parties. Such modifications must be in writing and signed by both Parties. Either party may request modification by submitting a written request to the other party. XI. Termination This Agreement terminates upon completion of all terms set forth in the Compliance Plan, except as provided in paragraph 29 of this Agreement. Upon termination of this Agreement, all Covered Pipelines shall be subject to all requirements of 49 C.F.R. Parts 190- 199, as applicable. Hilcorp may request written confirmation from PHMSA when this Agreement is terminated and the Director will provide such confirmation. Nothing in this Agreement prevents Hilcorp from completing any of the obligations earlier than the deadlines provided for in the Compliance Plan. XII. Survival. Absent a change in law, regulation, or operational status of any Covered Pipeline that may occur and affect the jurisdictional status or regulatory classifications of the pipeline facilities subject to this Agreement, the acknowledgements of jurisdiction as provided for in Paragraph 1 of this Agreement, the regulatory classification of Hilcorp’s assets as set forth in Table 1 of this Agreement and the obligations set forth in sections I.2, I.4(g), I.4(h), and II.1(b)-(c) of the Compliance Plan shall, consistent with their terms, survive any termination or expiration of this Agreement and shall bind the Parties and their successors and assigns. XIII. Ratification 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. Page 11 of 12#

520192002W_Consent Agreement and Order_05182020_text.pdf, page 15The Parties hereby agree to all terms and conditions of this Agreement. For PHMSA: May 18, 2020 Alan K. Mayberry Date Associate Administrator for Pipeline Safety Pipeline and Hazardous Materials Safety Administration For Hilcorp Alaska, LLC: May 14, 2020 David S. Wilkins Date Senior Vice President Hilcorp Alaska, LLC Page 12 of 12#

520192002W_Closure Letter_06022025_(16-152926S)_text.pdf, page 1Official PDFVIA ELECTRONIC MAIL TO: lsaugier@hilcorp.com June 2, 2025 Mr. Luke Saugier Senior Vice President Hilcorp Alaska, LLC 3800 Centerpoint Drive Suite 1400 Anchorage, Alaska 99503 CPF 5-2019-2001; 5-2019-2002W Closure Letter Dear Mr. Saugier: On May 18, 2020, the Pipeline and Hazardous Materials Safety Administration (PHMSA) issued a Consent Order incorporating the terms of a Consent Agreement between PHMSA and Hilcorp Alaska LLC (Hilcorp) related to the jurisdictional status and regulatory classification of certain natural gas and hazardous liquid pipelines in Upper Cook Inlet of Alaska (Covered Pipelines). The Consent Order and Consent Agreement (Agreement) required Hilcorp to bring the Covered Pipelines into Hilcorp’s regulatory compliance programs through the Compliance Plan agreed to by PHMSA and Hilcorp. In a February 18, 2025 letter to PHMSA, Hilcorp stated that it had met the terms of the Compliance Plan and requested termination of the Agreement consistent with Section XI Termination of the Agreement. PHMSA has reviewed compliance documents provided by Hilcorp and records from inspections that PHMSA has conducted during the pendency of the Consent Order and Consent Agreement. Based on the results of that review, this case is now closed, and no further action is contemplated with respect to the matters involved in this case. PHMSA notes that under Section XII Survival of the Agreement, notwithstanding closure of this case, Hilcorp will maintain the regulatory classifications of the Covered Pipelines and parts of the Compliance Plan absent a change in law, regulation, or operational status.#

520192002W_Closure Letter_06022025_(16-152926S)_text.pdf, page 2Thank you for your cooperation in this matter. Sincerely, Dustin Hubbard Director, Western Region Pipeline and Hazardous Materials Safety Administration cc: PHP-60 Compliance Registry PHP-500 J. Gano (#16-152926S)#