0 OSTATE OF UTAH FORM 3

DEPARTMENTOF NATURALRESOURCESDIVISION OF OIL, GAS AND MINING AMENDED REPORT

{highlight changes)

APPLICATION FOR PERMITTO DRILL & MI RA SO 4: a SU ANcIAN

7. IF INDIAN,ALLOTTEE OR TRIBE NAME:1A, TYPE OF WORK: DRILL REENTER DEEPEN UTE

8. UNIT or CA AGREEMENT NAME:B. TYPE OF WELL: OIL GAS OTHER SINGLE ŽONE MULTIPLEZONE

2. NAME OF ÓPERATOR: 9. WELL NAME and NUMBER:BERRY PETROLEUM COMPANY UTE TRIBAL 9-16D-55

3. ADDRESS ÓF OPERATOR: PHONE NUMI)ER: 10. FIELD AND POOL, ÒR WILDCAT:RT.2 BOX 7735 crry ROOSEVELT STATE UTAHZIP 84066 (435)722-1325 BRUNDAGE CANYON

4. LOCATION FW LL( OTA 11. QMTR/QTRSECTION, TOWNSHIP, RANGE,

TS RFACE: 1 90' FSL, 192 FEL NAD 27 (NWISE)ff'l gag gg)g gj 'f/Û-l/t/ 0 0.044178 LAT SEC.16, T.5S., R.5W.AT PROPOSED ODUCING ZONE: BHL: 2010' FSL, 460' FEL 110.449131 LONG U.S.B.&M.

14. DISTANCE IN MILES AND DIRECTION FROM NEAREST TOWN OR POST OFFICE: 12. COUNTY: 13. STATE:

27.7 MILES FROM MYTON, UTAH DUCHESNE UTAH15. DISTANCE TO NEAREST PROPERTY OR LEASE LINE (FEET) 16. NUMSER OF ACRES IN LEASE: 17. NLMBER OF ACRES ASSIGNED TO THISWELL:

1796' 640 4018. DISTANCE TO NEAREST WELL (DRILLING,COMPLETED, OR 19. PROPOSED DEPTH: 20. BOND DESCRIPTl0N:

APPLIED FOR) ON THIS LEASE (FEET)50' 6165' RLBOOO5651

21. ELEVATIONS (SHOW WHETHËR DF, RT, GR, ËTC.): 22. APÉROXIMATE DATEWORK WILL START: 23. ESÌIMATED DURATIÓN:

7129' GR REFERTO BPC SOP PLAN REFER TO BPC SOP PLAN24. PROPOSED CASING ANDCEMENTING PROGRAM

SIŽF OF HÓLE CASING SIZE, GRADE, AND WEIGHT PER FOOT SETTING DEPTH CEMENT TYPE, QUANTITY,YIELD, AND SLURRY WEIGHT

REFER TO BERRYPETROLEUM COIVIPANYSOP'S DRILLINGPROGRAMICASING DESIGNI . I ii i

25. ATTACHMENTS

VERIFY THE FOLLÓWING AREATTACHED INACCORDANCE WITH THE UTAH ÓlL AND GAS CONSERVATION GENERAL RULES:

WELL PLAT OR MAP PREPARED BY LICENSED SURVEYOR ÒR ENGINEER COMPLETE DRILLINGPLAN (BPC SOP ON FILE!WITH STATE)

IÈVIDENCEOF DIVISION OF WATER RIGHTS APPROVAL FOR USE OF WATER FORM 5, IF OPERATÓR IS PERSON OR COMPANY OTHER THAN THE LEASE OWNER

NAME (PLEASE PRINT) SHELLEY E. CRO21ER TrrLE REGULATORY & PERMITTINGSPECIALIST

SIGNAÏURE c. DATE 08/28/07

(This space for State use only) Appf0vedby theUtahDivisionof Ë Ë

API NUMBER ASSIGNED: II,OSS and¾ining y SEP-A2007(11/2001)

ss DIV OF

BERRY PETROLEUM COMPANYTSS, R5W, U.S.B.&M. Well location, UTE TRIBAL #9-16D-55, located

as shown in the NW 1/4 SE 1/4 of Section 16,T5S, R5W, U.S.B.&M., Duchesne County, Utah.

NB9°55'13"W- 5168.29' (Meas.) BASIS OF ELEVATION

Set Stone Set Marked Stone(NAD 83) BENCH MARK (M67) LOCATED IN THE SW 1/4 OF SECTIONLATITUDE = 40 02'38.90" (40.044139) 9, T5S, R4W, U.S.B.&M., TAKEN FROM THE DUCHESNE SE

QUADRANGLE,UTAH, DUCHESNE COUNTY, 7.5 MINUTE QUAD.LONGITUDE= 110 26'59.43" (110.449842) e4 (TOPOGRAPHIC MAP) PUBLISHED BY THE UNITED STATES(NAD 27) c DEPARTMENT OF THE INTERIOR, GEOLOGICALSURVEY. SAIDLATITUDE = 40 02'39.04" (40.044178) ½ ELEVATIONIS MARKED ON CAP AS BEING 6097 FEET.LONGITUDE= 110 26'56.87" (110.449131)

BASIS OF BEARINGS----- BASIS OF BEARINGS IS A G.P.S. OBSERVATION.

Set Marked Stone

Bottom

U7E 7R/BÆ ý'9-16D-55 94Hole460'

Elev. Graded Ground = 7129'1920' SC A LE

CERTIF Eli

THIS IS TO CERTlFY THAT TH ED FROMFIELD NOTES OF ACTUAL S ADE BY M R MYSUPERVISIONAND THAT Tig T T TO THE

lo BEST OF MY KNOWLEDGEA I . 4

LOT 1TER AND R

Re-Estab//shedSection Cornerby Bearing Trees Nisggggg

NB9°51'29"W- 52J4.82' (Meas.) Set Marked Ston. UINTAH ENGINEERING & LAND SURVEYING

LEGEND: 85 soUTH 200 EAST - VERNAL, UTAH 84078

\L (435) 789-1017=

90° SYMBOLSCALE DATE SURVEYED: DATE DRAWN:

= PROPOSED WELL HEAD. 1" = 1000' 06-20-07 08-02-07

A = SECTION CORNERS LOCATED. PARTY REFERENCESS.H. J.O. P.M· G.L.O. PLAT

& = SECTIONCORNERSRE-ESTABLISHED. WEATHER FILE(Not Set on Ground) HOT BERRY PETROLEUM

O O

SELF-CERTIFICATION STATEMENT

The following self -certification statement is provided per federal requirements dated June 15, 1988.

Please be advised that Berry Petroleum Company is considered to be the operator of the following well.

Ute Tribal 9-16D-55NW 1/4, SE 1/4, 1796' FSL 1920' FEL, Section 16, T. 5 S., R. 5 W., U.S.B.& M.

BHL: NE ¼, SE ¼, 2010' FSL 460' FELLease BIA 14-20-H62-5024Duchesne, County, Utah

Berry Petroleum Company is responsible under the terms of the lease for the operations conducted upon thelease lands.

Shelley E. CrozierRegulatory & Permitting SpecialistBerry Petroleum Company4000 South 4028 WestRoute 2, Box 7735Roosevelt, Utah 84066

O O

BERRY PETROLEUM COMPANYUte Tribal 9-16D-55

Surface location NW 1/4, SE 1/4, 1796' FSL 1920' FEL, Section 16, T. 5 S., R. 5 W., U.S.B.& M.BHL: NE ¼, SE ¼, 2010' FSL 460' FEL

Duchesne County, Utah

ONSHORE ORDER NO. 1

DRILLING PROGRAM

1,2 Estimated Tops of Geological Markers and Formations Expected to Contain Water, Oil andGas and Other Minerals

Formation Depth BHL Depth SHLUinta On Surface On SurfaceGreen River 1,570' 1,526'Green River Upper Marker 2,145' 2,100'Mahogany 2,771' 2,717'Tgr3 Marker 3,817' 3,762'Douglas Creek 4,586' 4,532'*Black Shale 5,256' 5,195'*Castle Peak 5,509' 5,454'Uteland Butte Ls. 5,908' 5,849'Wasatch 6,118' 6,067'TD 6,218' 6,165'

Base of Moderately Saline 6,494' 6,424'

*PROSPECTIVE PAY

Berry is locating the well at the surface location and directionally drillingfrom this location to minimize surface disturbance and Berry will be able toutilize the existing road and pipelines in the area.

Furthermore, Berry hereby certifies that it is the sole working interest ownerwith 460 feet of the entire directional well bore and the remainder of the UteTribal section.

3 Pressure Control Equipment

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006).

4 Proposed Casing and Cementing Program

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21,

O OBerry Petroleum CompanyDrilling ProgramUte Tribal 9-16D-55Duchesne County, UtahPage Two

5 Drilling Fluids Program

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006).

6 Evaluation Program

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006).

7 Abnormal Conditions

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006).

8 Anticipated Starting Dates and Notification of Operations

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006).

9 Other information

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21,

O O

BERRY PETROLEUM COMPANYUte Tribal 9-16D-55

Surface location NW 1/4, SE 1/4, 1796' FSL 1920' FEL, Section 16, T. 5 S., R. 5 W., U.S.B.& M.BHL: NE ¼, SE ¼, 2010' FSL 460' FEL

Duchesne County, Utah

ONSHORE ORDER NO. 1

MULTI POINT SURFACE USE & OPERATIONS PLAN

1 Existing Roads

To reach the Berry Petroleum Company well, Ute Tribal 9-16D-55 location, in Section 16-T5S-R5W:

Start in Myton, Utah. Proceed west on US Highway 40, 8.6 miles to the Antelope Creek/SowersCanyon Road at the Bridgeland turnoff. Turn south and proceed southwest 14.1 miles. Turn northand proceed north to the Cottowood Ridge Road and then west and south 4.9 miles. Turnnorthwest 0.1 miles to Ute Tribal 9-16D-55 location.

The existing oilfield service road may need some surface material to prevent or repair holes in theroad due to heavy truck traffic during the drilling and completion operation. If repairs are made theoperator will secure material from private sources.

Please see the attached map for additional details.

2 Planned Access Road

See Topographic Map "B" for the location of the proposed access road.

3 Location of Existing Wells

See Topographic Map "C" for the location of existing wells within a 1 mile radius.

4 Location of Tank Batteries, Production Facilities and Production Gathering and ServiceLines

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21,

O O

Berry Petroleum CompanyMulti Point Surface Use & Operations PlanUte Tribal 9-16D-55Duchesne County, UtahPage Two

5 Location and Type of Water Supply

Water for the drilling and completion will be pumped or trucked from the Berry source wellslocated in Sec. 23, T5S, R5W or Sec. 24, T5S, R5W, permit #43-11041, or from Duchesne CityCulinary Water Dock located in Sec. 1, T4S, R5W or from East Duchesne Water, Arcadia Feedlot,Sec. 28, T3S, R3W or Myton (Moon) Pit, SE/NE Sec. 27, T3S, R2W or from PetroglyphOperating Company 08-04 Waterplant, Sec. 8, TSS, R3W or from Kenneth V. & Barbara U.Richens source well located in Sec. 34, T3S, R2W, permit # 43-1723 or Brundage Canyon Fieldproduced water or Leo Foy source well located in Sec. 34, T5S, R5W, permit # 43-11324. Awater use agreement is also in place with the Ute Tribe.

6 Source of Construction Materials

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006).

7 Methods of Handling Waste Materials

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006).

8 Ancillary Facilities

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006).

9 Wellsite Layout

The attached Location Layout diagram describes drill pad cross-sections, cuts and fills, andlocations of the mud tanks, reserve pit, pipe racks, trailer parking, spoil dirt stockpile(s) andsurface material stockpile(s)

10 Plans for Restoration of the Surface

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21, 2006). If an Archaeological Study ispreformed, all seed mixture will match Archaeological recommendation.

11 Surface Ownership

Ute Indian Tribe

12 Other information

PLEASE REFER TO BERRY PETROLEUM COMPANY STANDARD OPERATINGPROCEDURE (SOP VERSION: SEPTEMBER 21,

O OBerry Petroleum CompanyMulti Point Surface Use & Operations PlanUte Tribal 9-16D-55Duchesne County, UtahPage Three

13 Operator's Representative and Certification

A) Representative

NAME: Shelley E. Crozier

ADDRESS: Berry Petroleum Company4000 S. 4028 W.Route 2, Box 7735Roosevelt, Utah 84066

PHONE: 435-722-1325

All lease and/or unit operations will be conducted in such a manner that full compliance is madewith all applicable laws, regulations and onshore oil and gas orders. The operator is fullyresponsible for the actions of its subcontractors. A copy of these conditions will be furnished tothe field representative to ensure compliance.

The drilling permit will be valid for a period of one year from the date of approval. After permittermination, a new application will be filed for approval for any future operations.

B) Certification:

I hereby certify that I, or persons under my direct supervision, have inspected the proposed drillsiteand access route; that I am familiar with the conditions which presently exist; that the statementsmade in this plan are, to the best of my knowledge and belief, true and correct; and that the workassociated with the operations proposed herein will be performed by Berry Petroleum Companyand its contractors and subcontractors in conformity with this plan and the terms and conditionsunder which it is approved. This statement is subject to the provisions of 18 U.S.C. 1001 for thefiling of a false statement.

Regulatory & Permitting SpecialistBerry Petroleum

O O

ADMINISTRATIVE MODIFICATION FOR EXISTING

APPLICATION FOR GRANT OF CORRIDOR RIGHT-OF-WAY

MODIFICATION OF GRANT OF RIGHT-OF-WAY NO. H62-2002-16, for the Ute Tribal 10-16-55

BERRY PETROLEUM COMPANY, having a resident or principal place of business at Route 2 Box 7735,

Roosevelt, Utah 84066' hereby files an application with the Bureau of Indian Affairs, pursuant to the terms and

provisions of the Act of February 5, 1948 (62 Stat. 17; 25 U.S.C. 323), and to the regulations of the Department of

the Interior contained in Title 25, Code of Federal Regulations, Part 169, for the grant of a Right-of-Way for the

following purposed and reasons: APPLICATION IS FOR: NAME CHANGE ON ORIGINAL GRANT OF

EASEMENT (second well bore on; additional pipeline in, etc.) EXISTING (well pad; in existing ROW etc.) WITH

NO NEW SURFACE DISTURBANCE FOR THE (well pad; pipeline ROW etc.) AND ACCESS ROADS. This

APD will require BIA concurrence.

New Name: UTE TRIBAL 9-16D-55 & UTE TRIBAL 10-16-55

Across the following described Indian Lands NW/SE, SECTION 16, T5S, R5W.

Drill Site = N/A Ac.

Corridor R-O-W - N/A Ac. Total Acreage = N/A Acres(Access Road & Pipeline)

(Fill in below only for an additional pipe in existing ROW)

Said Pipeline Right-of-Way to be approximately N/A feet in length, N/A feet in width, and N/A Acres, and more

particularly described and shown on the map of definite location to be attached and made a part hereof.

The applicant understands and hereby expressly agrees to following stipulations:

a) To construct and maintain the Right-of-Way in a workmanlike manner

b) To pay promptly all damages and compensation, in addition to the deposit made pursuant to 169.4determined by the Secretary to be due the landowners and authorized users and occupants of the land onaccount of the survey, granting, construction and maintenance of the Right-of-Way.

c) To indemnify the landowners and authorized users and occupants against any liability for loss of life,personal injury and property damage arising from the construction, maintenance, occupancy or use of thelands by the applicant, his employees, contractors and their employees or subcontractors and theiremployees.

d) To restore the lands as nearly as may be possible to their original condition upon the completion of theconstruction to the extent compatible with the purpose for which the Right-of-Way was

O Oe) To clear and keep clear the lands within the Right-of-Way to the extent compatible with the purpose of the

Right-of-Way; and to dispose of all vegetative and other material cut, uprooted, or otherwise accumulatedduring the construction and maintenance of the project.

f) To take soil and resource conservation and protection measures, including weed control, on the landcovered by the Right-of-Way.

g) To do everything reasonable within its power to prevent and suppress fires on or near the lands to beoccupied under the Right-of-Way.

h) To build and repair such roads, fences, and trails as may be destroyed or injured by construction work andto build and maintain necessary and suitable crossings for all roads and trails that intersect the worksconstructed, maintained, or operated under the Right-of-Way.

i) That upon revocation or termination of the Right-of-Way, the applicant shall, so far as is reasonablypòssible, restore the land to its original condition.

j) To at all times keep the Secretary informed of its address, and in case of corporation of the address of itsprincipal officers.

k) That the applicant will not interfere with the use of the lands by or under the authority of the landownersfor any purpose not inconsistent with the primary purpose for which the Right-of-Way is granted.

IN WITNESS THEREOF, BERRY PETROLEUM COMPANY, has caused this instrument to be executed this

day of AUGUST, 2007.

. BERRY PETROLEUM COMPANYWITNESS APPLICANT

WITNESS Shelley E. Cro 'erRegulatory & Permitting SpecialistRoute 2 Box 7735Roosevelt, UT 84066Phone: (435) 722-1325

SUPPORTING DOCUMENTS:

( ) Written consent of landowners.( ) Evidence of good faith and financial responsibility.

( ) State certified copy of corporate charter or articles of corporation.

( ) Certified copy of resolution or bylaws of the corporation authorizing the filing of the stipulations.( ) State certification that the applicant is authorized to do business in the State where the land is

located.( ) Ceretified copy of the articles of partnership or association.(X) Map of definite location.( )

0 ~¯

1000 250' Target Radius

250 - - KOP, 3.50°/100' Build400.00' MD, 400.00' TVD 800 PBHL0.00° Inc, 81.67° Azm \Nasatch

500 - - Uteland Butte Ls.0.00' N, 0.00' E 600 Castie Peak

750 - Hold 14.73° Inc Target820.91' MD, 816.29' TVD 400 Black Shale

1000 - -

14.73° Inc, 81.67° Azm o Douglas Creek7.79' N, 53.25' E

200 Tgr3 Marker

1250 - - .CGreen River 0

1500 -=-

- (f) Mahogany-200

Green River Upper Marker1750 - - Green River

2000 _

Green R ver Upper Marker -400

Hold14.73° IncKOP, 3.50°/100' Build

2250 _

-600

I 11111111

-200 0 200 400 600 800 1000 1200 1400 16002500 --

Mahogany West - East (ft)2750 -

--

Q.o 3000 - -

3250 - -

3500 - -

gr3 Marker"3 3750 -

4000 - -

4250 - -

SCig

4500 -

Doug as Creek

Company4750 - -

Company: Berry PetroleumWell: Ute Tribal 9-16D-55

5000 - - Location: Duchesne CountyBlack Shale State: Utah

5250 - Target Rig: Frontier 5Castle Peak Correction:

North: Referenced to True North5500Subject: Prop Rev 0File Name: PO7358r0.dwg5750 -

Uteland Butte Ls. Date: 07/13/07Wasatch Drawn By: Allen Slack

6000 - -

PBHL Planning: (936) 442-24556411.34' MD, 6222.94' TVD Fax: (936) 441-6620

6250 - -14.73° Inc, 81.67° Azm Operations: (936) 441-6630213.63' N, 1459.89' E Fa×: (936) 539-1075

6500t) 250 500 750 1000 1250 1500 1750 2000 2250

Vertical Section (ft) @81.67° Azm GiufT SH LC COThe customer should only rely on thisdocument after independently verifying all paths, targets, Joordinates, lease and hard lines

represented. Any decisions made or wells drilled utilizingthis or any other information supplied by MJIti-Shot, LLCare at the sole risk andresponsibility of the customer. Multi-Shot, LLCis not responsible for the accuracy of this schematic or the information contained

Job Number: PO7-358 State/Country: UtahCompany: Berry Petroleum Declination:Lease/Well: Ute Tribal 9-16D-55 Grid: Referenced to True North

USHm Location: Duchesne County File name: F:\WELLPL-1\2007\PO7350'S\PO7358\07358.SVY

Rig Name: Frontier 5 DatelTime: 13-Jul-07 I 11:28RMWWWERMMMWOMMMMW WWWERMS

RKB: 14' Curve Name: Prop Rev 0G.L. or M.S.L.: 7129'

WINSERVE SURVEY CALCULATIONSMinimum Curvature Method

Vertical Section Plane 81.67Vertical Section Referenced to Wellhead

Rectangular Coordinates Referenced to Wellhead

NIeasured IncI Drift True Vertical CLOSURE DoglegDepth Angle Direction Vertical N-S E-W Section Distance Direction Severity

FT Deg Deg Depth FT FT FT FT Deg Deg/100

KOP, 3.50°l100' Build

400.00 .00 81.67 400.00 .00 .00 .00 .00 .00 .00

500.00 3.50 81.67 499.94 .44 3.02 3.05 3.05 81.67 3.50600.00 7.00 81.67 599.50 1.77 12.07 12.20 12.20 81.67 3.50700.00 10.50 81.67 698.32 3.97 27.12 27.41 27.41 81.67 3.50800.00 14.00 81.67 796.03 7.04 48.11 48.63 48.63 81.67 3.50

Hold 14.73° Inc

820.91 14.73 81.67 816.29 7.79 53.25 53.82 53.82 81.67 3.50

Green River1561.64 14.73 81.67 1532.67 35.07 239.63 242.18 242.18 81.67 .00

Green River Upper Marker2159.84 14.73 81.67 2111.20 57.09 390.14 394.30 394.30 81.67 .00

Mahogany2810.43 14.73 81.67 2740.40 81.05 553.84 559.74 559.74 81.67 .00

Tgr3 Marker3897.78 14.73 81.67 3792.01 121.08 827.44 836.25 836.25 81.67 .00

Douglas Creek

4706.67 14.73 81.67 4574.31 150.86 1030.97 1041.95 1041.95 81.67 .00

Black Shale5399.17 14.73 81.67 5244.04 176.36 1205.21 1218.05 1218.05 81.67 .00

Page

Measured incl Drift True Vertical CLOSURE DoglegDepth Angle Direction Vertical N-S E-W Section Distance Direction Severity

FT Deg Deg Depth FT FT FT FT Deg Deg/100

Target

5507.52 14.73 81.67 5348.83 180.35 1232.48 1245.60 1245.60 81.67 .00

Castle Peak

5664.22 14.73 81.67 5500.38 186.12 1271.91 1285.45 1285.45 81.67 .00

Uteland Butte Ls.6082.44 14.73 81.67 5904.85 201.52 1377.14 1391.80 1391.80 81.67 .00

Wasatch6306.38 14.73 81.67 6121.43 209.77 1433.48 1448.75 1448.75 81.67 .00

PBHL

6411.34 14.73 81.67 6222.94 213.63 1459.89 1475.44 1475.44 81.67 .00

Page 2Prop Rev 0 File:

BERRY PETROLEUM COMPANY

Brundage Canyon Project

UTE TRIBAL 9.160-55

Direeponat Drkung metSom 16 T5S R5W - Duckmsne Co, U I

08

FEET

WELL SYMBOLSA Approved APOA WO ELMA APDWIOStA-- et APD·WlOSuney

GeoregroPrognse Prepamd20 AcraPrag Loation

rah

a Armanryny en an av

BERRY PETROLEUMCOMPANYTSS, R6 W, U.S. B. &M. Well location, UTE TRIBAL//9-160-55, locoted

os shown in the NW 1/4 SE 1/4 of Section 16,T5S, RSW, U.S.B.&M., Duchesne County, Utah.

*°' BASIS OF ELEVATIONSet Stone Set h/arked Stone

(NAD 83) BENCH MARK (M67) LOCATEDIN THE SW 1/4 OF SECTIONLATlTUDE = 40'02'38.90" (40,044139) 9, TSS, R4W, U.S.B.&M., TAKEN FROM THEDUCHESNESELONGITUDE= 110'26'59.43" (110.449842) QUADRANGLE,UTAH, DUCHESNECOUNTY, 7.5 MINUTEQUAD.(NAD 27) (TOPOGRAPHIC MAP) PUBLISHED BY THE UNITED STATES

DEPARTMENT OF THE INTERIOR, GEOLOGICALSURVEY. SAIDLATITUDE = 40 02'39.04" (40.044178) ELEVATIONIS MARKED ON CAP AS BEING 6097 FEET.LONGITUDE= 110'26'56.87" (110.449131)BASIS OF BEARINGS

1 BASIS OF BEARINGS IS A G.P.S. OBSERVATION.

Bottom

U1F 7R/BÆ /9- 160-- 5 4 ssal-loie

. 2 2 o eE/ev. Graded Ground = 7 29' 4 A

1920' SC A LECERTIFIC initty

THIS IS TO CERTIFY THAT THE $ ED FROMFIELDNOTES OF ACTUAL SU BY M MYSUPERVISION AND THAT THE TR AND T TO THEBEST OF MY KNOWLEDGEA .

• 3 gLOT 1

RE TE SD S VEYRe-EstobHshed TIONNO 6131Section Corner

NB9°5f29"W- 5234.82' (Meas.) set Marked ston. UlNTAH ENGINEERING & LAND SURVEYING

LEGEND: \ 85 SOUTH 200 FAST - VERNAL, UTAH 84078= 90' SYMBOL (435) 789-1017

SCALE DATE SURVEYED: DATEDRAWN:= PROPOSEDWELL HEAD. 1" = 1000' 06-20-07 08-02-07= SECTION CORNERS LOCATED. PARTY REFERENCES

S.H. J.0, P.M. G.L.O. PLAT= SECTIONCORNERSRE-ESTABLISHED.

REATHER FILE(Not Set on Ground) HOT BERRY PETROLEUM

O OBERRY PETROLEUM COMPANYUTE TRIBAL #9-16D-55 & #15-16D-55

LOCATED IN DUCHESNE COUNTY, UTAHSECTION 16, T5S, R5W, U.S.B.&M.

I

PHOTO: VIEW FROM CORNER #5 TO LOCATION STAKES CAMERA ANGLE: SOUTHERLY

PHOTO: VIEW OF EXISTING ACCESS CAMERA ANGLE: WESTERLY

Uintah Engineering & Land Surveying LOCATIONPHOTOs 08 13 7 PHOTO85 South 200 East Vemal, Utah 84078 orm n,« vm- sincei 435-789-1017 uels@uelsine.com TAKENBY:S.H. DRAWNBY:C.P.

BERRY PETROLEUM COMPANYLOCATION LAYOUT FOR

UTE TRIBAL #9-16D-55 & #15-16D-55SECTION 16, T5S, R5W, U.S.B.&M.

NW 1/4 SE 1/4me,O

SCALE: 1" = 50'DATE: 08-02-07

gi\ TANDRAWN BY: P.M.

UJ Pump Jack

Existing WellG3 \ UTE TRIBAL

/ Gas Meter o /10-16-5548' 113'

Proposed We//UTE TR/BAL

....--

".

/15-160-55Proposed We//

\ o UTE TRIBAL3

3°.,-- '\ \ /9-160-55

o Anchor

EXISTIN$ PAD

Existing AccessRoad

Elev Groded Ground at /15-160-55 Location Stoke = 7128.8', UINTAH ENGINEERING & LAND SURvrYINGElev Graded Ground at /9-160-55 Locotion Stoke = 7128.9 85 So. 200 East * Vemal, Utah 84078 * (435)

N

DU HESNEa6 4

PROPOSED LOCATION:UTE TRIBAL #9-16D-55 & #15-16D-55

R R5 4

LEGEND: BER IY PETROLEUM COMPANYPROPOSED LOCATION N UTE TRIBAL #9-16D-55 & #15-16D-55

SECTION 16, T5S, RSW, U.S.B.&M.NW 1/4 SE 1/4

- Uintah Engineering & Land Surveying TOPOGR A PH I c 08 13 0785 South 200 East Vernal, IJtah 84078 Å À Ÿ MONT DAY YEAR(435) 789-1017 * FAX (435) 789-1813

SCALE:1:100,000 DRAWNBY:C.P. REVISED:

PROPOSED LOCATION:UTE TRIBAL #9-16D-5 5 & #15 16D-55

LEGEND: BERRY PETROLEUM COMPANYEXISTING ROAD N UTE TRIBAL #9-16D-55 & #15-16D-55

SECTION 16, T5S, R5W, U.S.B.&M.

-NW 1/4 SE 1/4

Uintah Engineering & LanÃSurveying TOPOGR A PH I C 08 13 07 685 South 200 East Verwal, Utah 84078 I A MONTH DAY YEAR(435) 789-1017 * FAX (435) 789-1813

SCALE:1" = 2000' DRAWNBY:C.P. REVISED:

PROPOSED LOCATION:UTE TRIBAL #9-16D-55 & #15-16D-55

LEGEND: BERR¥ PETROLEUM COMPANYpf DISPOSAL WELLS WATER WELLS N UTE TRIBAL #9-16D-55 & #15-16D-55e PRODUCING WELLS ABANDONED WELLS SECTION 16, TSS, R5W, U.S.B.&M.

SHUTIN WELLS TEMPORARILYABANDONED NW 1/4 SE

WORKSHEETAPPLICATION FOR PERMIT TO DRILL

APD RECEIVED: 09/04/2007 API NO. ASSIGNED: 43-013-33767

WELL NAME: UTE TRIBAL 9-16D-55

OPERATOR: BERRY PETROLEUM COMPANY ( N2480 ) PHONE NUMBER: 435-722-1325

CONTACT: SHELLEY CROZIER

PROPOSED LOCATION: INSPECT LOCATN BY: / /

NWSE 16 050S 050W . .Tech Review Initials DateSURFACE: 1796 FSL 1920 FEL

BOTTOM: 2010 FSL 0460 FEL Engineering

COUNTY: DUCHESNEGeology

LATITUDE: 40.04425 LONGITUDE: -110.4495

UTM SURF EASTINGS:546960 NORTHINGS: 4432604 Surface

FIELD NAME: BRUNDAGE CANYON ( 72 )

LEASE TYPE: 2 - Indian

LEASE NUMBER: 14-20-H62-5024 PROPOSED FORMATION: GRRV

SURFACE OWNER: 2 - Indian COALBED METHANE WELL? NO

RECEIVED AND/OR REVIEWED: LOCATION AND SITING:

N/ Plat R649-2-3.

\/'

Bond: Fed[] Ind[2] Sta[] Fee[]Unit:

(No. RLB0005651 )Potash (Y/N) R649-3-2. General

Oil Shale 190-5 (B) or 190-3 or 190-13 Siting:460 From Qtr/Qtr & 920' Between Wells

Water Permit R649-3-3. Exception

(No. 43-11041 )RDCC Review (Y/N)

Drilling Unit

Board Cause No:(Date: )Eff Date:

Fee Surf Agreement (Y/N) Siting:

Intent to Commingle (Y/N).R649-3-11. Directional Drill

COMMENTS:

TSS R5W

BRUNDAGE CANYON FIELD

urE TRIBALs-to-ss ©

16

BHLUTE TRIBAL 9-16D-55 9-1 55

UTE TRIBAL 10-16-55uTE TRIBAL 15-16D-5

UTE TRIBAL eBHL 16-16-55*15-16D-55

UTE TRIBAL2-11-55 e TABBY

BHL CANYON 1-214-2tD 55 UTE TRIBAL

OPERATOR: BERRY PETRO CO (N2480)UTAH

SEC:16 T.5S R.5W DNRFIELD: BRUNDAGE CANYON (72)

COUNTY: DUCHESNE

Wells StatusSPACING: R649-3-11 / DIRECTIONAL DRILLING GAS INJECTION

g GAS STORAGE OIL, GAS & MININGx LOCATION ABANDONEDO NEW LOCATION NField Status Unit Status PLUGGED & ABANDONED

ABANDONED[¯¯¯¯|EXPLORATORY

PRODUCING GASACTIVE GAS STORAGE g PRODUCING OILNF PP OIL g SHUT-IN GASCOMBINED NF SECONDARY

+ SHUT-IN OIL W EINACTIVE PENDING

p( TEMP. ABANDONEDPROPOSED PI OIL

O TEST WELLSTORAGE

G THERML & WATER INJECTION STERMINATEDPP OIL g WATER SUPPLY PREPARED BY: DIANA MASONSECONDARY WATER DISPOSAL DATE: 7-SEPTEMBER-2007TERMINATED

Berry Petroleum CompanyBrundage Canyon Field

gusk 24, 2007 4000 South 4028 WestRoute 2 Box 7735

Roosevelt, UT 84066State of UtahDepartment of Natural Resources Ph. (435) 722-1325

Division of Oil, Gas, and Mining Fax: (435) 722-1321

1594 West North Temple, Suite 1210 www.bry.com

Box 145801Salt Lake City, Utah 84114-5801

Re: Oil and Gas Conservation General RulesR649-3-3 Exception to Location and Siting of Wells.Ute Tribal No. 9-16D-55

Gentlemen:

Berry Petroleum Company is proposing to drill a development well in the Brundage CanyonField, Duchesne County, Utah. The well is located on lands within the Uintah and Ouray UteIndian Reservation. A copy of the Federal Application for Permit to Drill (APD) is attached foryour review. This APD has been submitted to the Bureau of Land Management (BLM) inVernal and the Bureau of Indian Affairs (BIA) at Ft. Duchesne.

As shown on the attached staking plat, the 9-16D-55 well is a directional well in which only theupper part of the objective section (uppermost Douglas Creek) falls outside of the allowedstandard well spacing (R649-3-2). Berry is requesting an exception to the spacing requirementper regulation R649-3-3 since Berry was unable to locate the proposed well within the allowedspacing "window" due to topographic constraints. To maintain orderly 40 acre spacing andefficient well drainage the well had to be drilled as a directional well from the existing UTETribal 10-16-55 surface location. The rather long reach required of the well forced only theuppermost part of the Douglas Creek objective section to be placed outside of the spacing"window".

In accordance with R649-3-3, Berry is providing a copy of the staking plat showing the proposedlocation in relation to the allowed spacing "window" and all tracts contacted by a circle with aradius of 460'. A second plat is also attached showing the actual or recently proposed locationfor all direct or diagonal offsetting wells. As to the 460' radius circle, Berry is also the owner ofthe adjacent NWSE ¼ of Section 16.

Berry is requesting approval of this excepted location as proposed. If additional information isrequired, please contact Dan Anderson at (303) 825-3344.

Sincerely, RECEIVEDSEPO4 2007

DIV.0F0lt,GAS&MININGShelley E. CrozierRegulatory & Permitting Specialistenclosures

Corporate Headquarters - 5201 Truxtun Ave., Ste. 300 • Bakersfield, CA 93309-0640 •

o

BERRYPETROLEUMCOMPANY

Brundage Canyon ProjectUTE TRIBAL 9-16D-55

Exception Location Plat

Soo 16 T58 RSW - Duchesne Co UT

FEET

WELL SYMBOLSApproved APDWlO Hi MAPD W/O DIAAPD -Wla SiuvoyGet logic Pmynosis Prepared

20 Acro Prop1.ecairon

WellWlO ArchWork1 goe

21 2007

cm a amanrw =

BERRY PETROLEUMCOMPANYTSS, R5 W, U.S. B. &M. Well location, UTE TRIBAL//9-16D-55, located

as shown in the NW 1/4 SE 1/4 of Section 16,TSS, R5W, U.S.B.&M., Duchesne County, Utah.

NB955'ta"w - 5168.29' (geos.) BASIS OF ELEVATIONSet Stone Set Marked Stone

(NAD 83) BENCH MARK (M67) LOCATEDIN THE SW 1/4 OF SECTIONLATITUDE =

40°02'38.90" (40.044139) 9. TSS. R4W, U.S.B.&M., TAKEN FROM THE DUCHESNESELONGITUDE= 110'26'59.43" (110.449842) QUADRANGLE,UTAH, DUCHESNECOUNTY, 7.5 MINUTEQUAD.(NAD 27) (TOPOGRAPHIC MAP) PUBLISHED BY THE UNITED STATES

DEPARTMENT OF THE INTERIOR, GEOLOGICALSURVEY. SAIDLATITUDE = 40'02'39.04" (40,044178) ELEVATIONIS MARKED ON CAP AS BEING 6097 FEET.LONGITUDE= 110'26'56.87" (110.449131)

BASIS OF BEARINGSBASIS OF BEARINGS IS A G.P.S. OBSERVATION.

ottomHoleU1F 7R/BÆ /9-160-55

7 .og

460°

Elev. Graded Ground = 7129192 SCALE

CERTIFIC tarifft;------ THIS IS TO CERTIFY THAT THE ED FROM

FIELDNOTESOF AC7UALSU BY M MYSUPERvlSION AND THAT THEg TR AND T TO THEBEST OF MY KNOWl.EDGEA .

' 37g

LOT 1RE TE SD S VEY

Re-£stabHshed TIONNO 613Section Cornerby Bearing 7rees US)

NB9°51'29"W- 5234.82' (Meos.) set workedston. UNTAH ENGINEERING & LAND SURVEYING

LEGEND: as soUTH 200 EAST - VERNAL, UTAH 84078(435) 789-1017

=90° SYMBOL

SCALE DATE SURVEYED: DATEDRAWN:= PROPOSED WELL HEAD. 1" = 1000' 06-20-07 08-02-07

PARTY REFERENCES& = SECTION CORNERS LOCATED. S.H. J.O. P.M. G.L.O. PLATA = SECTIONCORNERSRE-ESTABLISHED, WEATHER FILE

(Not Set on Ground) HOT BERRY PETROLEUM

State AUtahDEPARTMENT OF NATURAL RESOURCES

MICHAEL R. STYLERExecutive Director

JON M. HUNTSMAN, JR.DiVISion of Oil Gas and Mining

Governor JOHN R. BAZADivision Director

GARY R. HERBERTLieutenant Governor

September l 1, 2007

Berry Petroleum CompanyRt. 2, Box 7735Roosevelt, UT 84066

Re: Ute Tribal 9-16D-55 Well, Surface Location 1796' FSL, 1920' FEL, NW SE, Sec. 16,T. 5 South, R. 5 West, Bottom Location 2010' FSL, 460' FEL, NE SE, Sec. 16,T. 5 South, R. 5 West, Duchesne County, Utah

Gentlemen:

Pursuant to the provisions and requirements of Utah Code Ann.§ 40-6-1 et seq., UtahAdministrative Code R649-3-1 et seq., and the attached Conditions of Approval, approval to drillthe referenced well is granted.

This approval shall expire one year from the above date unless substantial and continuousoperation is underway, or a request for extension is made prior to the expiration date. The APIidentification number assigned to this well is 43-013-33767.

Sincerely,

Gil HuntAssociate Director

pabEnclosures

cc: Duchesne County AssessorBureau of Land Management, Vernal Office

UTAN

DNR

1594 West North Temple, Suite 1210, PO Box 145801, Salt Lake City, UT 84114-5801telephone (801) 538-5340 • facsimile (801) 359-3940 •TTY (801) 538-7458 • mogm.utah.gov on, ens a

O O

Operator: Berry Petroleum CompanyWell Name & Number Ute Tribal 9-16D-55

API Number: 43-013-33767Lease: 14-20-H62-5024

Surface Location: NW SE Sec. 16 T. 5 South R. 5 WestBottom Location: NE SE Sec. 16 T. 5 South R. 5 West

Conditions of Approval

1. GeneralCompliance with the requirements of Utah Admin. R. 649-1 et seq., the Oil and GasConservation General Rules, and the applicable terms and provisions of the approvedApplication for permit to drill.

2. Notification RequirementsNotify the Division within 24 hours of spudding the well.• Contact Carol Daniels at (801) 538-5284

Notify the Division prior to commencing operations to plug and abandon the well.• Contact Dustin Doucet at (801) 538-5281 (801) 733-0983 home

3. Reporting RequirementsAll required reports, forms and submittals will be promptly filed with the Division,including but not limited to the Entity Action Form (Form 6), Report of WaterEncountered During Drilling (Form 7), Weekly Progress Reports for drilling andcompletion operations, and Sundry Notices and Reports on Wells requesting approval ofchange of plans or other operational actions.

4. State approval of this well does not supersede the required federal approval, which must beobtained prior to drilling.

5. In accordance with Utah Admin. R.649-3-11, Directional Drilling, the operator shall submita complete angular deviation and directional survey report to the Division within 30 daysfollowing completion of the well.

6. This proposed well is located in an area for which drilling units (well spacing patterns) havenot been established through an order of the Board of Oil, Gas and Mining (the "Board").In order to avoid the possibility of waste or injury to correlative rights, the operator isrequested, once the well has been drilled, completed, and has produced, to analyzegeological and engineering data generated therefrom, as well as any similar data fromsurrounding areas if available. As soon as is practicable after completion of its analysis,and if the analysis suggests an area larger than the quarter-quarter section upon which thewell is located is being drained, the operator is requested to seek an appropriate orderfrom the Board establishing drilling and spacing units in conformance with such analysisby filing a Request for Agency Action with the

FORM 9 'STATE OF UTAH

DIVISION OF OIL, GAS, AND MINING5. Lease Designation and Serial Number:

14-20-H62-5024

SUNDRY NOTICES AND REPORTS ON WELLS 6.IfIndian,AllotteeorTribeName:

UTE TRIBEDo not use this form for proposals to drill new wells, deepen existing wells, or to re-enter plugged and abandoned wells. 7. Unit Agreement Name:

Use APPLICATIONFOR PERMITTO DRILLOR DEEPEN form for such proposals.8. Well Name and Number:

1. Type of Well: OIL GAS OTHER:

UTE TRIBAL 9-16D-552. Name of Operator: 9. API Well Number:

BERRY PETROLEUM COMPANY 43-013-337673. Address and Telephone Number: 10. Field and Pool, or Wildcat:

4000 SOUTH 4028 WEST, RT. 2 BOX 7735 ROOSEVELT, UTAH 84066 (435) 722-1325 BRUNDAGECANYON4. Location of Well:

Footages: 1796' FSL, 1920' FEL BHL: 2010' FSL, 460' FEL County: DUCHESNE,

QQ, Sec., T., R., M.: NWISE SEC. 16, T5S, R5W USB&Mstate: UTAH

t. CHECK APPROPRIATE BOXES TO INDICATE NATURE OF NOTICE, REPORT, OR OTHER DATA

NOTICE OF INTENT SUBSEQUENT REPORT

(Submit in Duplicate) (Submit Original Form Only)

Abandon New Construction Abandon New Construction

Repair Casing Pull or Alter Casing Repair Casing Pull or Alter Casing

Change of Plans Recomplete Change of Plans Reperforate

Convert to Injection Reperforate Convert to Injection Vent or Flare

Fracture Treat or Acidize Vent or Flare Fracture Treat or Acidize Water Shut-Off

Multiple Completion Water Shut-Off Other

Other ONE YEAR EXTENSIONDate of work completion

Approximate date work will start Report results of Multiple Completions and Recompletions to different reservoirs on WELL

COMPLETION OR RECOMLEPTION REPORT AND LOG form.

* Must be accompanied by a cement verification report.

12. DESCRIBE PROPOSED OR COMPLETED OPERATIONS (Clearly state all pertinent details, and give pertinent dates, if well is directionally drilled, give subsurface locations and measured and true

vertical depths for all markers and zones pertinent to this work.)

BERRY PETROEUM COMPANY RESPECTFULLY REQUESTS THAT THE APPROVED APPLICATION

TO DRILL FOR THE ABOVE SUBJEGT WELL BE EXTENDED FOR A PERIOD OF ONE (1) YEAR.

Approvedby the STATE BOND #RLBOOO5651

Utah DivisionofOil,Gas and Mining

Date'

By:

Name & Signature: SHELLEY E. CROZIER Title: REGULATORY& PERMITTINGSPECIALIST Date: 09/09/08

(This space for Federal or State office use) RECE IVEDCOPYSENTTOOPERATOR SEP1O2008ome: 17

st et¡onsonreverseSide) DIV.OFOIL,GAS&MINING

Application for Permit to DrillRequest for Permit Extension

Validation(this form should accompany the Sundry Notice requesting permit extension)

API: 43-013-33767

Well Name: UTE TRIBAL 9-16D-55

Location: (NW/SE) 1796' FSL, 1920' FEL, SEC. 16-T5S-R5W

Company Permit Issued to: BERRY PETROLEUM COMPANYDate Original Permit Issued: 9/11/2007

The undersigned as owner with legal rights to drill on the property as permittedabove, hereby verifies that the information as submitted in the previouslyapproved application to drill, remains valid and does not require revision.

Followinq is a checklist of some items related to the application, which should beverified.

If located on private land, has the ownership changed, ifso, has the surfaceagreement been updated? Yes O No O

Have any wells been drilled in the vicinityof the proposed well which would affectthe spacing or siting requirements for thislocation? YesO Nom

Has there been any unit or other agreements put in place that could affect thepermitting or operation of this proposed well? YesO NoU

Have there been any changes to the access route including ownership, or right-of-way, which could affect the proposed location? YesO NoEl

Has the approved source of water for drilling changed? YesO No2

Have there been any physical changes to the surface location or access routewhich willrequire a change in plans from what was discussed at the onsiteevaluation? YesO NoU

Is bonding still in place, which covers thisproposed well? YesŒNoO

Signature U Date

Title: Regulatory & Permitting Specialist

Representing: Berry Petroleum Company

RECEIVEDSEP1O2008

DIV.0FOIL,GAS&

STATE OF UTAH FORM 9DEPARTMENTOFNATURALRESOURCES

DIVISIONOF OIL, GAS AND MINING 5. LEASEDESIGNATIONANDSERIALNUMBER:14-20-H62-5024

SUNDRY NOTICES AND REPORTS ON WELLS 6 FINDIAN,ALLOTTEEORTRIBENAME:

7. UNITor CA AGREEMENT NAME:Do not use this form for proposals todrillnew wells, significantly deepen existing wells below current bottom-hole depth, reenter plugged wells, or t° N/Adrillhorizontal laterals. Use APPLICATIONFOR PERMlT TO DRILLform forsuch proposals.

1. TYPE OF WELL 8. WELLNAMEand NUMBER:OILWELL GAS WELL OTHER UTE TRIBAL9-16D-55

2. NAME OF OPERATOR: 9. API NUMBER:

BERRY PETROLEUM COMPANY 43013337673. ADDRESS OF OPERATOR: PHONE NUMBER: 10. FIELDAND POOL, OR WlLDCAT:

4000 S. 4028 W. Roosevelt STATE UT z,784066 (435) 722-1325 BRUNDAGECANYON4. LOCATIONOF WELL

FOOTAGESATSURFACE: 1796' FSL, 1920' FEL BHL:2010' FSL, 460' FEL g COUNTY: DUCHESNiE

QTRIQTR, SECTION, TOWNSHIP, RANGE, MERIDIAN: NWSE 16 T5S R5W STATE:UTAH

CHECK APPROPRIATE BOXES TO INDICATE NATURE OF NOTICE, REPORT, OR OTHER DATATYPE OF SUBMISSION TYPE OF ACTION

O ACIDlZE DEEPEN REPERFORATE CURRENT FORMATIONNOTICE OF INTENT

(Submit in Duplicate) ALTER CASING FRACTURETREAT SIDETRACKTO REPAIR WELL

Approximate date work willstart: CASING REPAIR NEWCONSTRUCTlON TEMPORARILYABANDON

CHANGETO PREVIOUS PLANS OPERATOR CHANGE TUBINGREPAIR

CHANGETUBING PLUGANDABANDON VENT OR FLARE

SUBSEQUENT REPORT CHANGEWELLNAME PLUG BACK WATER DISPOSAL(Submit Original Fonn Only)

CHANGE WELLSTATUS PRODUCTION(STARTIRESUME) WATER SHUT-OFFDate of work completion:

COMMiNGLEPRODUCING FORMATIONS RECLAMATIONOF WELLSITE OTHER: 1 YR. EXTENSIONCONVERT WELLTYPE RECOMPLETE - DIFFERENT FORMATION

12 DESCRIBE PROPOSED OR COMPLETED OPERATIONS. Clearly show all pertinent details including dates, depths, volumes, etc.

BERRY PETROLEUM COMPANY RESPECTFULLY REQUESTS THAT THE APPROVED APPLICATIONTO DRILL FOR THE ABOVE SUBJECT WELL BE EXT lOD OF ONE (1) YEAR.

Utah DivisionofOil,Gas and Mining

STATE BOND #RLBOOO5651

Date; R ( 4 coPysstTooPamrm

NAME(PLEASEPRINT) SHELLEYE. CROZIER TITLE REGULATORY & PERMITTINGSPECIALIST

SIGNATURE DATE 9/9/2009

(This space for State use only)

RECEIVED' SEP10 2003

(5/2000) (See Instructions on Reverse Side)

DIV.0F0]L,GAS&

Application for Permit to DrillRequest for Permit Extension

Validation(thisform should accompany the Sundry Notice requesting permit extension)

API: -013-33"I67Well Name: UTE TRIBAL 9-16D-55

Location: (NW/SE) 1796' FSL, 1920' FEL, SEC. 16-TSS-R5W

Company Permit Issued to: BERRY PETROLEUM COMPANYDate Original Permit Issued: 9/11/2007

The undersigned as owner with legal rights to drillon the property as permittedabove, hereby verifies that the information as submitted in the previouslyapproved application todrill, remains valid and does not require revision.

Followinq is a checklist of some items related to the application, which should beverified.

If located on private land, has the ownership changed, if so, has the surfaceagreement been updated? YesONom

Have any wells been drilled in the vicinityof the proposed well which would affectthe spacing or siting requirements for this location? YesO NolZI

Has there been any unit or other agreements put in place that could affect thepermitting or operation of this proposed well? YesO NolZI

Have there been any changes to the access route including ownership, or right-of-way, which could affect the proposed location? YesO No O

Has the approved source of water for drillingchanged? YesO No1ZI

Have there been any physical changes to thesurface location or access routewhich willrequire a change in plans from what was discussed at the onsiteevaluation? YesONolZl

Is bonding still in place, which covers this proposed well? YeslZINoO

9/9/2009

Signature U Date

Title: Regulatory & Permitting Specialist

Representing: Berry Petroleum Company

RECEIVEDSEP10 2009 1

DIV.0FOIL,GAS&

API Well No: 43013337670000

STATE OF UTAHDEPARTMENT OF NATURAL RESOURCES

DIVISION OF OIL, GAS, AND MINING

FORM 9

5.LEASE DESIGNATION AND SERIAL NUMBER: 14-20-H62-5024

SUNDRY NOTICES AND REPORTS ON WELLSDo not use this form for proposals to drill new wells, significantly deepen existing wells below currentbottom-hole depth, reenter plugged wells, or to drill horizontal laterals. Use APPLICATION FOR PERMIT TODRILL form for such proposals.

6. IF INDIAN, ALLOTTEE OR TRIBE NAME: UTE

7.UNIT or CA AGREEMENT NAME:

1. TYPE OF WELL Oil Well

8. WELL NAME and NUMBER: UTE TRIBAL 9-16D-55

2. NAME OF OPERATOR: BERRY PETROLEUM COMPANY

9. API NUMBER: 43013337670000

3. ADDRESS OF OPERATOR: PHONE NUMBER: 4000 South 4028 West Rt 2 Box 7735 , Roosevelt, UT, 84066 303 999-4044 Ext

9. FIELD and POOL or WILDCAT: BRUNDAGE CANYON

4. LOCATION OF WELL FOOTAGES AT SURFACE: 1796 FSL 1920 FEL QTR/QTR, SECTION, TOWNSHIP, RANGE, MERIDIAN: Qtr/Qtr: NWSE Section: 16 Township: 05.0S Range: 05.0W Meridian: U

COUNTY: DUCHESNE

STATE: UTAH

11.

CHECK APPROPRIATE BOXES TO INDICATE NATURE OF NOTICE, REPORT, OR OTHER DATA

TYPE OF SUBMISSION TYPE OF ACTION

NOTICE OF INTENTApproximate date work will start:

9/11/2011

SUBSEQUENT REPORTDate of Work Completion:

SPUD REPORTDate of Spud:

DRILLING REPORTReport Date:

ACIDIZE ALTER CASING CASING REPAIR

CHANGE TO PREVIOUS PLANS CHANGE TUBING CHANGE WELL NAME

CHANGE WELL STATUS COMMINGLE PRODUCING FORMATIONS CONVERT WELL TYPE

DEEPEN FRACTURE TREAT NEW CONSTRUCTION

OPERATOR CHANGE PLUG AND ABANDON PLUG BACK

PRODUCTION START OR RESUME RECLAMATION OF WELL SITE RECOMPLETE DIFFERENT FORMATION

REPERFORATE CURRENT FORMATION SIDETRACK TO REPAIR WELL TEMPORARY ABANDON

TUBING REPAIR VENT OR FLARE WATER DISPOSAL

WATER SHUTOFF SI TA STATUS EXTENSION APD EXTENSION

WILDCAT WELL DETERMINATION OTHER OTHER:

12. DESCRIBE PROPOSED OR COMPLETED OPERATIONS. Clearly show all pertinent details including dates, depths, volumes, etc.

BERRY RESPECTFULLY REQUESTS THAT THE APPROVED APPLICATION TODRILL FOR THE ABOVE SUBJECT WELL BE EXTENDED FOR THE PERIOD OF

ONE (1) YEAR.

NAME (PLEASE PRINT) PHONE NUMBER Kathy K. Fieldsted 435 722-1325

TITLE Sr. Regulatory & Permitting Tech.

SIGNATURE N/A

DATE 8/3/2010

August 03, 2010

iPI Well No: 43013337670000

FORM 9

STATE OF UTAHDEPARTMENT OF NATURAL RESOURCES

DIVISION OF OIL, GAS, AND MINING 4E DE2sI50N2A4TIONAND SERIAL NUMBER:

SUNDRY NOTICES AND REPORTS ON WELLS FEINDIAN,ALLOTTEEORTRIBENAME:

Do not use this form for proposals to drill new wells, significantly deepen e×isting wells below currentbottom-hole depth, reenter plugged wells, or to drill horizontal laterals. Use APPLICATION FOR PERMIT TO 7.UNIT or CA AGREEMENT NAME:

DRILL form for such proposals.

1. TYPE OF WELL 8. WELL NAME and NUMBER:Oil Well UTE TRIBAL 9-16D-55

2. NAME OF OPERATOR: 9. API NUMBER:BERRY PETROLEUM COMPANY 43013337670000

3. ADDRESS OF OPERATOR: PHONE NUMBER: 9. FIELD and POOL or WILDCAT:4000 South 4028 West Rt 2 Box 7735 , Roosevelt, UT, 84066 303 999-4044 Ext BRUNDAGE CANYON

4.LOCATIONOFWELL COUNTY:FOOTAGES AT SURFACE: DUCHESNE

1796 FSL 1920 FELQTR/QTR, SECTION, TOWNSHIP, RANGE, MERIDIAN: STATE:

Qtr/Qtr: NWSE Section: 16 Township: 05.05 Range: 05.0W Meridian: U UTAH

11.CHECK APPROPRIATE BOXES TO INDICATE NATURE OF NOTICE, REPORT, OR OTHER DATA

TYPE OF SUBMISSION TYPE OF ACTION

ACIDIZE ALTER CASING CASING REPAIR

NOTICE OF INTENTApproximate date work will start: CHANGE TO PREVIOUS PLANS CHANGE TUBING CHANGE WELL NAME

9/11/2011CHANGE WELL STATUS COMMINGLE PRODUCING FORMATIONS CONVERT WELL TYPE

SUBSEQUENT REPORT DEEPEN FRACTURE TREAT NEW CONSTRUCTIONDate of Work Completion:

OPERATOR CHANGE PLUG AND ABANDON PLUG BACK

PRODUCTION START OR RESUME RECLAMATION OF WELL SITE RECOMPLETE DIFFERENT FORMATION

O SPUD REPORTDate of Spud: REPERFORATE CURRENT FORMATION SIDETRACK TO REPAIR WELL TEMPORARY ABANDON

TUBING REPAIR VENT OR FLARE WATER DISPOSAL

DRILLING REPORT WATER SHUTOFF SI TA STATUS EXTENSION APD EXTENSIONReport Date:

WILDCAT WELL DETERMINATION OTHER OTHER:

12. DESCRIBE PROPOSED OR CC MPLETED OPERATIONS. Clearly show all pertinent details including dates, depths, volumes, etc.

BERRY RESPECTFULLY REQUESTS THAT THE APPROVED APPLICATION TODRILL FOR THE ABOVE SUBJECT WELL BE EXTENDED FOR THE PERIOD OF Approved by the

ONE (1) YEAR. Utah Division ofOil, Gas and Mining

Date: Au st 03, 2010

By:

NAME (PLEASE PRINT) PHONE NUMBER TITLEKathy K. Fieldsted 435 722-1325 Sr. Regulatory & Permitting Tech.

SIGNATURE DATEN/A

The Utah Division of Oil, Gas, and Mining

- State of Utah- Department of Natural Resources

Electronic Permitting System - Sundry Notices

Request for Permit Extension Validation Well Number 43013337670000

API: 43013337670000Well Name: UTE TRIBAL 9-16D-55

Location: 1796 FSL 1920 FEL QTR NWSE SEC 16 TWNP 050S RNG 050W MER UCompany Permit Issued to: BERRY PETROLEUM COMPANY

Date Original Permit Issued: 9/11/2007

The undersigned as owner with legal rights to drill on the property as permitted above, hereby verifies thatthe information as submitted in the previously approved application to drill, remains valid and does notrequire revision. Following is a checklist of some items related to the application, which should be verified.

If located on private land, has the ownership changed, if so, has the surface agreement beenupdated? Yes No

Have any wells been drilled in the vicinity of the proposed well which would affect the spacing orsiting requirements for this location? Yes No

Has there been any unit or other agreements put in place that could affect the permitting or operationof this proposed well? Yes No

Have there been any changes to the access route including ownership, or rightof- way, which couldaffect the proposed location? Yes No

Has the approved source of water for drilling changed? Yes No

Have there been any physical changes to the surface location or access route which will require achange in plans from what was discussed at the onsite evaluation? Yes No

Is bonding still in place, which covers this proposed well? Yes No

Signature: Kathy K. Fieldsted Date: 8/3/2010

Title: Sr. Regulatory & Permitting Tech. Representing: BERRY PETROLEUM COMPANY

August 03, 2010August 03, 2010

August 03, 2010

UTAH

DNR The Utah Division of Oil, Gas, and Mining'

- State of Utah- Department of Natural ResourcesElectronic Permitting System - Sundry Notices

OTI GAS MlNTNG

Request for Permit Extension Validation Well Number 43013337670000

API: 43013337670000Well Name: UTE TRIBAL 9-16D-55

Location: 1796 FSL 1920 FEL QTR NWSE SEC 16 TWNP 0505 RNG 050W MER UCompany Permit Issued to: BERRY PETROLEUM COMPANY

Date Original Permit Issued: 9/11/2007

The undersigned as owner with legal rights to drill on the property as permitted above, hereby verifies thatthe information as submitted in the previously approved application to drill, remains valid and does notrequire revision. Following is a checklist of some items related to the application, which should be verified.

•If located o_nprivate_land, has the ownership changed, if so, has the surface agreement beenupdated? I

_

i Yes igi No

• Have any wells been drilled in the vicinity of the_proposed well which would affect the spacing orsiting requirements for this location? :__I Yes g:I No

• Has there been any unit or other agreements put in place that could affect the permitting or operationof this proposed well? I:_:I Yes IÏiÏ:I No

• Have there been any changes to the access route including ownership, or rightof- way, which couldaffect the proposed location? I___I Yes igi No

• Has the approved source of water for drilling changed? I_

I Yes IÎiÏI No

• Have there been any physical changes to the surface location or access route which will require achange in plans from what was discussed at the onsite evaluation? __:I Yes ig:I No

Approved by the•Is bonding still in place, which covers this proposed well? liiil Yes i i No Utah Division of

Oil, Gas and MiningSignature: Kathy K. Fieldsted Date: 8/3/2010

Title: Sr. Regulatory & Permitting Tech. Representing: BERRY PETROLEURANY August 03, 2010

By:

RECEIVED August 03,

StaAofUtah" DEPARTMENT OF NATURAL RESOURCES

---2 MICHAEL R. STYLER

RY R. HERBERT Executive Director

Governor Division of Oil, Gas and MiningGREGORY S. BELL JOHN R. BAZALieutenant Governor Division Director

June 27, 2011

Kathy Fieldsted ri M Í Ÿ~l (Berry Petroleum Company <; g) / 9Rt. 2, Box 7735Roosevelt, UT 84066

Re: APDs Rescinded for Berry Petroleum CompanyDuchesne County

Dear Ms. Fieldsted:

Enclosed find the list of APDs that are being rescinded per your request to BerryPetroleum Company. No drilling activity at these locations has been reported tothe division. Therefore, approval to drill these wells is hereby rescinded, effectiveJune 22, 2011.

A new APD must be filed with this office for approval prior to thecommencement of any future work on the subject location.

If any previously unreported operations have been performed on this welllocation, it is imperative that you notify the Division immediately.

Sinc ly,

Di a MasonEnvÏtonmentalScientist

ec: Well FileBureau of Land Management, Vernal

UTAH

DNR

1594 West North Temple, Suite 1210, PO Box 145801, Salt Lake City, UT 84114 -5801telephone(801)538-5340 • facsimile (801)359-3940 •TTY (801) 538-7458 . www.ogntutah.gOV OIL, GAS &

O O

Ute Tribal 15-29D-55 43-013-33704

Ute Tribal 10-20D-55 43-013-33705

Berry Tribal 6-34D-54 43-013-33727

Ute Tribal 15-16D-55 43-013-33766

Ute Tribal 9-16D-55 43-013-33767

Ute Tribal 5-28D-55 43-013-33789

Ute Tribal 3-28D-55

United States Department of the Interior

a BUREAU OF LAND MANAGEMENTGreen River District-Vernal Field Office

170 South 500 East TAKE PRIDE'Vernal, UT 84078 INAMERICA

(435) 781-4400 Fax: (435) 781-4410http://www.blm.cov/ut/st/en/fo/vernal.html

JUL1 1 2011IN REPLY REFER TO:3160 (UTGO11)

Kathy FieldstedBerry Petroleum CompanyRoute 2, Box 7735Roosevelt, UT 84066

Re: Request to Return APDWell No. Ute Tribal 9-16D-55NWSE, Sec. 16, TSS, R5WDuchesne County, UtahLease No. 14-20-H62-5024

Dear Ms. Fieldsted:

The Application for Permit to Drill (APD) for the above referenced well received in this office onAugust 31, 2007 is being returned unapproved per your request to this office in an emailmessage to Chuck Macdonald received on May 19, 2011. Ifyou intend to drill at this location ata future date, a new APD must be submitted.

If you have any questions regarding APD processing, please contact Cindy Severson at (435)781-4455.

Sincerely,

J rry KenczkaAssistant Field ManagerLands & Mineral Resources

Enclosures

cc: UDOGM

RECEIVEDJUL2 O201)

DIVOFOIL,GAS&