This cause came on for hearing before the Commission at 9:00 a.m. on March 26, 2007, in Suite 801, in The Chancery Building, 1120 Lincoln Street, Denver, Colorado, for an order to establish an approximate 320-acre drilling and spacing unit consisting of the S½ of Section 5, Township 6 South, Range 92 West, 6^th P.M., for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations, and to allow the equivalent of one (1) well per ten (10) acres to be drilled and produced on said unit.

FINDINGS

The Commission finds as follows:

1. Antero Resources Piceance Corporation (“Antero”), successor in interest to Antero Resources Corporation, is an interested party in the subject matter of the above-referenced hearing.

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

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

4. Rule 318.a. of the Rules and Regulations of the Commission requires that wells drilled in excess of two thousand five hundred (2,500) feet in depth be located not less than six hundred (600) feet from any lease line, and located not less than one thousand two hundred (1,200) feet from any other producible or drilling oil or gas well when drilling to the same common source of supply. The S½ of Section 5, Township 6 South, Range 92 West, 6^th P.M. is subject to this rule.

5. On February 1, 2007, Antero, by its attorney, filed with the Commission a verified application for an order to establish a 320-acre drilling and spacing unit consisting of the S½ of Section 5, Township 6 South, Range 92 West, 6^th P.M., for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations of the Mesaverde Group, and to allow the equivalent of one (1) well per ten (10) acres.

All future Williams Fork Formation wells should be located downhole anywhere upon such lands but no closer than one hundred (100) feet from the outside boundary of the drilling and spacing unit unless such unit abuts or corners lands in respect of which the Commission has not at the time of the drilling permit application granted the right to drill 10-acre density downhole drilling for the Williams Fork Formation, in which event the Williams Fork Formation wells to be drilled upon the application lands should be drilled downhole no closer than two hundred (200) feet from the portion of the boundary which so abuts or corners the lands in respect of which 10-acre density downhole drilling for the Williams Fork Formation wells has not been ordered by the Commission.

All future Iles Formation wells should be located downhole anywhere upon such lands but no closer than one hundred (100) feet from the boundaries of the unit unless such unit abuts or corners lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Iles Formation wells, in which event Iles Formation wells to be drilled upon the application lands should be drilled downhole no closer than four hundred (400) feet from the portion of the boundary which so abuts or corners the lands in respect of which 10-acre density downhole drilling for the Iles Formation wells has not been ordered by the Commission.

That all Williams Fork Formation and Iles Formation wells drilled upon the application lands will be drilled from the surface either vertically or directionally from no more than one pad located on a given quarter quarter section unless exception is granted by the Colorado Oil and Gas Conservation Commission.

6. On March 15, 2007, Antero, by its attorney, filed with the Commission a written request to approve the application based on the merits of the verified application and the supporting exhibits. Sworn written testimony and exhibits were submitted in support of the application. Such request also requested that the Commission take notice of the evidence (including pressure data evidence) supporting the Commission’s Order Nos. 191-37 and 191-38, as the lands covered by the applications in these orders is located in the same general vicinity as the application lands.

7. Testimony and exhibits submitted in support of the application indicated that Antero controls sixty percent (60%) of the leasehold in the application lands, that a drilling and spacing unit is necessary due to the numerous leases and unleased mineral ownership within the application lands, and described the difficulties with drilling ten acre density wells due to having to honor lease lines or unleased property lines if the unit is not established. The testimony and evidence supporting the referenced prior orders of the Commission show that the proposed ten acre well density will allow more efficient reservoir drainage, will prevent waste, will assure a greater ultimate recovery of gas and will not violate correlative rights.

8. No protests to the application were filed with the Commission or the applicant.

9. Antero Resources Piceance Corporation agreed to be bound by oral order of the Commission.

10. Based on the facts stated in the verified application, having received no protests and based on the Hearing Officer review of the application under Rule 511.b., the Commission should enter an order to establish an approximate 320-acre drilling and spacing unit as described above for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations, and to allow the equivalent of one well per 10-acres on said unit.

ORDER

NOW, THEREFORE IT IS ORDERED, that an approximate 320-acre drilling and spacing unit consisting of the S½ of Section 5, Township 6 South, Range 92 West, 6^th P.M. is hereby established for the production of gas from the Williams Fork and Iles Formations of the Mesaverde Group, allowing the equivalent of one (1) well per 10 acres to be drilled on said unit.

IT IS FURTHER ORDERED, that all future Williams Fork Formation wells shall be located downhole no closer than one hundred (100) feet from the boundaries of the unit unless such unit abuts or corners lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill Williams Fork Formation 10-acre density wells, in which event the wells shall be drilled downhole no closer than two hundred (200) feet from the unit which so abuts or corners the lands in respect of which 10-acre density downhole drilling for the Williams Fork Formation wells has not been ordered by the Commission.

IT IS FURTHER ORDERED, that all future Iles Formation wells shall be located downhole no closer than one hundred (100) feet from the boundaries of the unit unless such unit abuts or corners lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Iles Formation wells, in which event the wells shall be located downhole no closer than four hundred (400) feet from the unit which so abuts or corners the lands without exception being granted by the Director of the Oil and Gas Conservation Commission.

IT IS FURTHER ORDERED, that wells drilled on the application lands shall be drilled from the surface either vertically or directionally from no more than one pad located on a given quarter quarter section unless exception is granted by the Colorado Oil and Gas Conservation Commission.

IT IS FURTHER ORDERED, that the Commission expressly reserves its right, after notice and hearing, to alter, amend or repeal any and/or all of the above orders.

IT IS FURTHER ORDERED, that under the State Administrative Procedure Act the Commission considers this order to be final agency action for purposes of judicial review within thirty (30) days after the date this order is mailed by the Commission.

IT IS FURTHER ORDERED, that an application for reconsideration by the Commission of this order is not required prior to the filing for judicial review.

ENTERED this 11th day of April, 2007, as of March 26, 2007.

CORRECTED this _______ day of April, 2009, as of March 26, 2007.

OIL AND GAS CONSERVATION COMMISSION
OF THE STATE OF COLORADO

By:
	Robert A. Willis, Acting Secretary

Dated at Suite 801 1120 Lincoln Street Denver, Colorado 80203 April 9, 2009