Of Counsel (303) CO MT ND UT WY J.D. University of Denver

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1 Brent D. Chicken PHONE LICENSURE EDUCATION Of Counsel (303) CO MT ND UT WY J.D. University of Denver Brent is an experienced natural resources attorney with extensive knowledge of the challenges faced by exploration and production, midstream and downstream operating in the energy industry. He regularly represents his clients in complex commercial litigation disputes, business transactions, administrative/regulatory law and procedure, and title examination matters. In his litigation practice, Brent frequently defends his clients interests in the courtroom, in arbitration and in mediation related to various mineral matters, including constitutional, contract and real property issues. For his clients that are undertaking transactions, he provides guidance on title, due diligence and contractual issues during the purchase and sale of oil and gas properties involving mixed fee, state, federal and tribal rights, and prepares accompanying sale, indemnity, surface use and subsurface penetration agreements. In the regulatory realm, Brent advocates for his clients before various state and federal oil and gas agencies, prepares and presents applications for well spacing, well density, rule exemptions and statutory pooling, undertakes administrative appeals of negative agency decisions, and defends application protests. Additionally, Brent regularly prepares comprehensive drilling, division order and acquisition mineral title opinions involving fee, state, federal and tribal lands. These include, but are not limited to, specialty opinions involving natural gas storage units, solution mining and gob gas areas. Brent also routinely counsels clients in tackling title curative matters, including negotiating and drafting varied mineral and surface title instruments. Prior to joining Steptoe & Johnson, Brent was a partner at a large national oil and gas and two Denverbased energy firms, focusing on natural resources litigation, oil and gas transactions, administrative and regulatory matters and title examination due diligence. REPRESENTATIVE EXPERIENCE Regulatory/Administrative Advised multiple clients on the full scope of regulatory requirements and procedures for the conduct of oil and gas operations in Montana, the necessary filings with the Montana Board of Oil and Gas Conservation, surface owner notification requirements and Ft Peck Tribe Tribal Employment Rights Ordinance compliance Represented an oil and gas exploration company in the lifting of a $20,000 regulatory operations bond suspension and the acquisition of county permits to allow the conduct of exploration and development Brent D. Chicken, Of Counsel

2 operations on lands in southwest Colorado Advised an oil and gas exploration company in the interpretation of federal statutes and regulations governing common carrier designations for operators of pipeline easements and rights-of-way covering federal lands in northwest Utah Represented multiple oil and gas exploration companies, including tribal entities, in spacing unit vacation and establishment, flaring exemption, exception location, pooling and other proceedings before the North Dakota Industrial Commission, Colorado Oil and Gas Conservation Commission, Wyoming Oil and Gas Conservation Commission, Utah Board of Oil, Gas and Mining, and Montana Board of Oil and Gas, including contested, multi-party proceedings Advised an oil and gas services company in the interpretation of a tribal rights employment ordinance and compliance procedures concerning oil and gas operations concerning tribal lands in western North Dakota Advised an oil and gas exploration company regarding the handling of authorization for expenditure cost recovery, overlap leasing and cost participation issues caused by migration of Missouri River in western North Dakota Represented an oil and gas exploration company in a review by the United States Department of the Interior, Bureau of Land Management, New Mexico State Director of an adverse federal agency decision regarding the cancellation of oil and gas leasehold interests covering tribal lands Advised multiple oil and gas exploration companies in the interpretation of North Dakota Industrial Commission, Colorado Oil and Gas Conservation Commission, Wyoming Oil and Gas Conservation Commission, Utah Board of Oil, Gas and Mining, and Montana Board of Oil and Gas statutes and regulations applicable to fee, state and federal lands Represented an oil and gas exploration company before the Utah Division of Oil, Gas and Mining Board, obtaining first-time regulatory approval of an overlapping, fieldwide well spacing scheme covering approximately 50,000 acres of mixed fee, state, federal and tribal lands Advised an oil and gas exploration company in the interpretation of procedures for the nomination of State of Montana lands for oil and gas leasing Represented oil and gas exploration company in the defense of tenth ever Cease and Desist Order issued by Colorado Oil and Gas Conservation Commission, resulting in penalty decreases of approximately $543,000 Represented an oil and gas exploration company in a review by the United States Department of the Interior, Office of Natural Resources Revenue, Director of an adverse federal agency decision regarding the audit of royalty payment history concerning various tribal oil and gas leases covering lands in New Mexico Represented an oil and gas exploration company in a unique post-well plugging spacing and pooling application before the Wyoming Oil and Gas Conservation Commission Represented an oil and gas exploration company in a review by the United States Department of the Interior, Bureau of Land Management, Montana State Director of an adverse federal agency decision regarding federal oil and gas lease validity Brent D. Chicken, Of Counsel Page 2

3 Created and oversaw discussion among multiple-entity industry working group in context of operator liability issues under North Dakota law Served on a committee commissioned by the Montana Board of Oil and Gas Conservation to study, comment on, and provide guidelines regarding the statutory pooling of unlocatable mineral and leasehold interests Transactional Represented an oil and gas holding company in the negotiation and drafting of a $3 million purchase and sale agreement covering the acquisition of fee surface, mineral and overriding royalty interests in southwest Colorado and northwest New Mexico Represented an oil and gas midstream company in the negotiation and drafting of a midstream gas gathering and processing agreement covering fee, state, federal and tribal lands in northwest Utah Represented an oil and gas company in the negotiation and drafting of a $4.37 million participation agreement covering the exploration and development of fee lands in southwest Colorado Represented an oil and gas holding company in the negotiation and drafting of a $2 million purchase and sale agreement covering the divestiture of fractional fee mineral and leasehold overriding royalty interests in southwest Colorado, northwest New Mexico and western Nebraska Represented an oil and gas exploration company in the negotiation and drafting of a $500,000 assignment and bill of sale covering the acquisition of fee surface estate acreage in western North Dakota Advised an oil and gas midstream company in the interpretation of a legacy gas gathering and processing agreement covering fee, state, federal and tribal lands in northwest Utah Represented an oil and gas exploration company in the negotiation and drafting of a $10 million purchase and sale agreement covering the divestiture of fee, state and federal oil and gas leasehold interests in northern Colorado Represented an oil and gas exploration company in the $4.7 million acquisition of producing oil and gas leasehold interests covering fee lands in western North Dakota Represented an oil and gas holding company in the negotiation and drafting of a complex oil and gas overriding royalty interest distribution agreement covering fee, state and federal lands in northern Colorado and southern Wyoming Represented a solution mining company in the negotiation and drafting of potash and subsurface pore space leases covering fee and state lands in northern North Dakota Represented an oil and gas insurance broker in the development and implementation of a uniform master service agreement for its clients Represented an oil and gas exploration company in the acquisition of oil and gas leasehold interests covering tribal lands in northern New Mexico and advised on the interpretation and amendment of associated agreements under the Indian Mineral Development Act Advised an oil and gas midstream company in the interpretation and drafting of various federal helium contracts, gas gathering and processing agreements, master service agreements and related issues Brent D. Chicken, Of Counsel Page 3

4 concerning royalty valuation, allowable deductions and tax matters associated with natural gas gathering system and processing facility on fee lands in east central Utah Represented multiple oil and gas exploration companies in the negotiation and drafting of numerous oil and gas surface use agreements, pipeline easements and rights-of-way covering fee lands in North Dakota, Colorado, Wyoming, Utah and Montana Represented multiple oil and gas exploration company clients in the interpretation of mortgages, deeds of trust and financing statements encumbering oil and gas leasehold interests covering fee, state, federal and tribal lands in Colorado, Montana, North Dakota, Utah and Wyoming, for both lending and acquisition purposes Represented an oil and gas exploration company in the negotiation and drafting of surface and subsurface pore space leases associated with a federally funded carbon dioxide sequestration project on fee lands in northern Montana Represented an oil and gas exploration company in the negotiation and drafting of subsurface drillthough agreements covering fee and state lands in northern Colorado and central Wyoming Represented a publicly regulated natural gas utility in the acquisition of hundreds of pipeline and associated facility easements and rights-of-way, and in a wide range of landowner pipeline disputes, including alternative dispute resolution, litigation, settlement and condemnation proceedings Represented an oil and gas exploration company in the drafting and negotiation of a salt water disposal well joint operating agreement and the associated local government permitting process for the same on fee lands in northern Colorado Represented an oil and gas exploration company in a $4 million divestiture of producing oil and gas leasehold interests covering fee and federal lands in north-central Colorado Assisted an oil and gas exploration company in a $14 million divestiture of producing oil and gas leasehold interests covering tribal lands in northwest Utah Represented an oil and gas exploration company in the drafting and negotiation of Indian Mineral Development Act Agreement with Ute Mountain Ute Tribe covering lands in northern New Mexico Represented an oil and gas exploration company with respect to a federal oil and gas lease auction held by the United States Department of the Interior, Bureau of Land Management, Colorado State Office Represented an oil and gas exploration company in all aspects of the purchase of distressed bankruptcy assets, conveyance of same to an operator, and the negotiation of and associated memorandum of understanding covering Colorado Oil and Gas Conservation Commission regulatory issues Litigation/Arbitration/Dispute Resolution/Expert Witness Represented an oil and gas exploration company in state court litigation regarding public road easement and gravel use on fee lands in western North Dakota Represented an oil and gas exploration company in federal court litigation involving bad faith insurance denial regarding well control issue Represented an oil and gas exploration company in state court litigation regarding the alleged illegal Brent D. Chicken, Of Counsel Page 4

5 flaring of natural gas from fee lands in western North Dakota Represented an oil and gas exploration company in the Colorado domestication of a $1 million North Dakota oil and gas lease dispute court judgment and the related execution/collection e?orts Represented an oil and gas exploration company in state court litigation regarding breach of a broker agreement and securities fraud Represented several oil and gas exploration companies in state court litigation regarding the subject matter jurisdiction of the Colorado Oil and Gas Conservation Commission and the exhaustion of administrative remedies Represented multiple oil and gas exploration companies in state court litigation involving wrongfully filed mechanics and oil and gas operators liens covering fee lands in northern Colorado Represented multiple oil and gas exploration companies in state court litigation seeking the removal of imprudent coalbed methane operator on fee and state lands in southern Montana and northern Wyoming Represented an oil and gas exploration company in state court litigation regarding injunctive relief tied to Clean Water Act issues, prosecuted through the North Dakota Supreme Court Represented oil and gas exploration company concerning a contract dispute regarding the interpretation of term assignments covering lands in central Wyoming Represented oil and gas exploration company regarding a contract dispute involving oil and gas lease overriding royalty assignments covering lands in northern Colorado Represented oil and gas exploration company regarding a contract dispute concerning alleged warranty and representations breaches associated with Colorado Oil and Gas Conservation Commission regulations Represented an individual in state court litigation involving oil and gas investor wrongful corporate management claims and arbitration clause issues covering lands in northern Colorado and western Oklahoma Represented oil and gas land services company in the handling of civil and criminal subpoenas duces tecum issued by Colorado courts related to company s former client and subsequent cost/expense recovery Represented an oil and gas exploration company concerning multiple contract disputes involving fraudulent oil and gas lien claims covering lands in western North Dakota Represented an oil and gas exploration company in federal court litigation concerning the validity of oil and gas top lease in connection with continuous operations Engagement as an expert witness in state court litigation involving pipeline easement location issues Represented landowner in arbitration concerning improper payment of production royalty under gravel/scoria lease covering lands in eastern Montana Engagement as an expert witness in state court litigation concerning depth-limited oil and gas leasehold assignment issues Engagement as an expert witness in state court litigation involving application of Dulig Rule Brent D. Chicken, Of Counsel Page 5

6 Engagement as an expert witness in state court litigation involving interpretation of real property conveyances pursuant to oil and gas industry custom and usage Title/Due Diligence Represented a potash solution mining company in the leasing, title work, due diligence, potash plant financing/construction and handling of various patent/copyright/trademark issues covering fee and state lands in southern Michigan Represented an oil and gas exploration company in the due diligence portions of a $5 million lending transaction secured by oil and gas leasehold interests covering lands in northern Colorado Represented an oil and gas exploration company in the due diligence, operations bonding and well permitting portions of a $46 million acquisition of oil and gas leasehold interests covering fee, state and federal lands in central Wyoming Represented an oil and gas exploration company in the due diligence portions of an $81 million acquisition of oil and gas leasehold interests covering fee and federal lands in central Wyoming Represented an oil and gas exploration company in the due diligence portions of an acquisition of oil and gas leasehold interests covering fee lands in southern North Dakota and in the interpretation/application of North Dakota's secondary recovery unit statutory Pugh clause Represented an oil and gas exploration company in the due diligence portions of an acquisition of oil and gas leasehold interests covering tribal lands in northeast Utah Represented multiple oil and gas exploration companies in the preparation and/or review of hundreds of drilling and division order title opinions, acquisition opinions, ownership opinions, title reports, etc. covering fee, state, federal and tribal lands in Colorado, Montana, North Dakota, Utah and Wyoming Represented multiple oil and gas exploration companies in the preparation of assorted title curative instruments, including oil and gas leases, stipulations and cross-conveyances of interest, a?davits of heirship, declarations of pooling, oil and gas lease ratifications, joint operating agreements, farmout agreements and future interest proceeds apportionment agreements covering fee, state, federal and tribal lands in Colorado, Montana, North Dakota, Utah and Wyoming Represented an oil and gas exploration company in the due diligence portions of a $360 million acquisition of oil and gas leasehold interests covering fee, state and federal lands in northern Colorado Represented an oil and gas exploration company in the due diligence portions of a $16 million acquisition of carbon dioxide leasehold interests covering federal lands in western Colorado Represented an oil and gas exploration company with all aspects of title due diligence for $61 billion dollar corporate merger between two publicly-traded companies WORK EXPERIENCE 2018 Steptoe & Johnson PLLC Fox Rothschild LLP Burleson LLP Brent D. Chicken, Of Counsel Page 6

7 Beatty & Wozniak, P.C Poulson, Odell & Peterson, LLC RECENT PUBLICATIONS / SPEAKING ENGAGEMENTS PRESENTATION: "Gaming the System: Recognizing Regulatory Loopholes," Sep 21, 2018, National Association of Land Title Analysts 2018 Annual Meeting PRESENTATION: "Subsurface Trespass in the Rockies in Light of Anadarko v. Lightning," Sep 21, 2018, National Association of Lease Title Analysts 2018 Annual Meeting RMMLF COMMITTEE MEMBER: "Drafting and Negotiating the Modern Oil & Gas Lease," May 3, 2018, Rocky Mountain Mineral Law Foundation ARTICLE: "Field Landman Question of the Month: Continental v. Counce," Feb 2018, The Rocky Mountain Landman, Vol. 35, Issue 7 (Denver Association of Petroleum Landmen) PRESENTATION: "Anatomy of a Title Opinion" National Association of Division Order Analysts Annual Meeting, November 2017 ARTICLE: "Field Landman Question of the Month: Landman vs. Attorney Ethics" The Rocky Mountain Landman, Vol. 35, Issue 2, Denver Association of Petroleum Landmen, September 2017 PANELIST: "Acquisitions & Divestitures Finance Panel" American Association of Professional Landmen Annual Meeting, June 2017 MODERATOR: "Oil & Gas Agreements: Surface Use in the 21st Century" Rocky Mountain Mineral Law Foundation Special Institute, May 2017 PRESENTATION: "Anatomy of a Title Opinion" National Association of Division Order Analysts, Spring 2017 Webinar Series, April 2017 PRESENTATION: "North Dakota's 'Statutory JOA': Rights, Obligations and Liabilities of Operators and Non-Operators" National Association of Division Order Analysts, Spring 2017 Webinar Series, March 2017 PRESENTATION: "The Model Form JOA - An Overview and Legacy Considerations" Denver Association of Petroleum Landmen, Spring Speaker Series Luncheon, March 2017 ARTICLE: Field Landman Question of the Month: Bankruptcy Sale PSA Terms The Rocky Mountain Landman, Vol. 34, Issue 5, Denver Association of Petroleum Landmen, December 2016 PRESENTATION: The Model Form JOA An Overview and Considerations in Light of Modern Development Natural Association of Division Order Analysts Annual Meeting, September 2016 MODERATOR: Plugging the Financial Well: Coping with Customers and Competitors in Bankrutpcy Fox Rothschild, LLP/Crescent Point Energy U.S. Corp. Joint Industry Presentation, August 2016 ARTICLE: Field Landman Question of the Month: Offsetting of Non-Operator s Costs Against Production The Rocky Mountain Landman, Vol. 33, Issue 8, Denver Association of Petroleum Landmen, May 2016 Brent D. Chicken, Of Counsel Page 7

8 ARTICLE: Field Landman Question of the Month: Assignment of Rights vs. Delegation of Duties The Rocky Mountain Landman, Vol. 33, Issue 6, Denver Association of Petroleum Landmen, February 2016 ARTICLE: Field Landman Question of the Month: Overriding Royalties in Bankruptcy The Rocky Mountain Landman, Vol. 33, Issue 2, Denver Association of Petroleum Landmen, September 2015 CO-CHAIRMAN: Enhanced Oil Recovery: Legal Framework for Sustainable Management of Mature Oil Fields Rocky Mountain Mineral Law Foundation, Special Institute, May 2015 PRESENTATION: North Dakota s Statutory JOA : Rights, Obligations and Liabilities of Operators and Non- Operators IMA Corp., Industry Presentation, April 2015 ARTICLE: Field Landman Question of the Month: Operator Payment of Leasehold Royalty Under Model Form JOA The Rocky Mountain Landman, Vol 32, Issue 8, Denver Association of Petroleum Landmen, March 2015 PRESENTATION & ARTICLE: Oil and Gas Title Law National Business Institute CLE, February 2015 PRESENTATION: North Dakota s Statutory JOA : Rights, Obligations and Liabilities of Operators and Non- Operators Denver Association of Petroleum Landmen, Fall Land Institute, November 2014 ARTICLE: Field Landman Question of the Month: Operator Cost Recovery in ND The Rocky Mountain Landman, Vol. 32, Issue 4, Denver Association of Petroleum Landmen, November 2014 PRESENTATION: Subsurface Trespass and Pore Space Issues Associated with Horizontal Drilling in the Rockies Colorado Bar Association, Natural Resources and Environmental Section Monthly Luncheon, November 2014 ARTICLE: Field Landman Question of the Month: Term Mineral Interests The Rocky Mountain Landman, Vol. 31, Issue 10, Denver Association of Petroleum Landmen, May 2014 PRESENTATION: Negotiating Oil and Gas Farmout Agreements National Business Institute CLE, December 2013 ARTICLE: Navigating and Negotiating the Farmout Agreement National Business Institute CLE, December 2013 ARTICLE: Oil and Gas Agreements: Key Provisions and Negotiating Points in Farmout, Farmin and Joint Operating Agreements National Business Institute CLE, November 2013 PRESENTATION: Oil and Gas Agreements: Key Provisions and Negotiating Points in Farmout, Farmin and Joint Operating Agreements National Business Institute CLE, November 2013 CHAIRMAN: Infocast Emerging Oil and Gas Plays Americas Infocast Emerging Oil and Gas Plays Americas, October 2013 MODERATOR: Landman s Perspectives on Leasing Acreage in Early Stage Plays InfoCast Emerging Oil and Gas Plays Americas, October 2013 MODERATOR: Investing in Emerging and Early Stage Plays InfoCast, Emerging Oil and Gas Plays Americas, October 2013 Brent D. Chicken, Of Counsel Page 8

9 ARTICLE: Chapter 5 Records and Instruments Required for Title Examination Landman s Legal Handbook: A Practical Guide to Mineral Leasing, 5th ed. 2013, Rocky Mountain Mineral Law Foundation, August 2013 PRESENTATION: Oil and Gas Law Update National Business Institute CLE, November 2012 PRESENTATION: Subsurface Trespass and Pore Space Issues Associated with Horizontal Drilling in the Rockies Utah Association of Petroleum Landmen Monthly Lunch Meeting, October 2012 MODERATOR: Midstream Perspectives of Pipeline Build-out in the Bakken Shale Infocast Third Annual Bakken Infrastructure Finance & Development Summit, October 2012 MODERATOR: Investment Opportunities in the Bakken Infocast, Third Annual Bakken Infrastructure Finance & Development Summit, October 2012 PRESENTATION: A.A.P.L. Form JOA Article III Workshop Denver Association of Petroleum Landmen, Golf & Education Event, July 2012 PRESENTATION: Subsurface Trespass and Pore Space Issues Associated with Horizontal Drilling in the Rockies Denver Association of Petroleum Landmen Meeting, Fall Luncheon Series, September 2011 ARTICLE: Subsurface Trespass and Pore Space in Colorado The Rocky Mountain Landman, Vol. 29, Issue 1, Denver Association of Petroleum Landmen, September 2011 PRESENTATION: Emerging Pore Space Issues Related to Horizontal and Directional Drilling Anadarko Petroleum Corporation, Lunch N Learn Seminar, February 2011 ARTICLE: Horizontal Drilling and Pore Space Ownership Beatty & Wozniak, P.C. Newsletter, Vol. II, Issue 8, Beatty & Wozniak, P.C., September 2010 ARTICLE: Implied Duty of Reasonable Ownership Beatty & Wozniak, P.C., Newsletter Vol. I, Issue 6, Beatty & Wozniak, P.C., July 2009 ARTICLE: The Attorney-Client Privilege and Mineral Title Opinions Beatty & Wozniak, P.C., Newsletter Vol. I, Issue 5, Beatty & Wozniak, P.C., June 2009 ARTICLE: Colorado Royalty Payment and the Unclaimed Property Act The Rocky Mountain Landman, Vol. 26, Issue 7, Denver Association of Petroleum Landmen, March 2009 ARTICLE: Probate Conveyances in Colorado The Rocky Mountain Landman, Vol. 26, Issue 5, Denver Association of Petroleum Landmen, January 2009 ARTICLE: Can County Laws Preempt State and Federal Laws on Oil and Gas Regulation? The Outcrop, Vol. 57, No. 3, Rocky Mountain Association of Geologists, March 2009 ARTICLE: Legal Description Basics Mineral Law Series, Vol. 2007, Paper 4, Rocky Mountain Mineral Law Foundation, September 2007 PRESENTATION: Describing Blackacre: Land Description Basics Rocky Mountain Mineral Law Foundation, Special Institute, September 2007 Brent D. Chicken, Of Counsel Page 9

10 MEMBERSHIPS AND AWARDS PROFESSIONAL Utah State Bar, May Present Member, Real Property, Probate & Trust Section, North Dakota State Bar, January Present Member, Natural Resource, Energy & Environmental Law Section, Montana State Bar, May 2008 Present Member, Mineral Law Section, Wyoming State Bar, June Present Member, Natural Resources and Energy Law Section, Colorado State Bar, May Present Denver Bar Association INDUSTRY/CIVIC Speaker; Moderator, American Association of Professional Landmen, July Present Author; Speaker, National Association of Division Order Analysts, August Present Treasurer & Board of Directors Member, Legacy Park Ranch Owner s Association, September 2015 Present Faculty, National Business Institute, November Present Member; Faculty; Special Institutes Committee Member; Special Institute Chairman, Rocky Mountain Mineral Law Foundation, May Present Member; Author; Speaker, Denver Association of Petroleum Landmen, May Present Member; Past Secretary; Past President, Denver Association of Oil and Gas Title Lawyers, May 2005 Present Law Student Mentor, University of Denver, Sturm College of Law, May Present Event Chairman, Moderator & Panelist, InfoCast, October Present Brent D. Chicken, Of Counsel Page 10