If I can be of any assistance, please contact me at , ext. 17, or via at

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1 December 14, 2011 George Sheffer Southwestern Energy 1000 Southwestern Energy Drive P.O. Box 789 Conway, AR RE: Bryant #4,6,7,8,9,10,11-32H, AOGC Permit # W-RB AFIN # , Conway County Dear Mr. Sheffer: On December 12, 2011, I performed an inspection of the above referenced drilling site in accordance with the provisions of the Arkansas Water and Air Pollution Control Act and the regulations promulgated there under. The inspection revealed no violations of the above referenced regulations. This inspection was performed as a result of a self-report of an incident by Southwestern Energy, relayed to ADEQ via on 12/6/11 from Sean McCarron. The report indicated a rainwater runoff with a hydrocarbon sheen from the pad, past clearing limits. Please note results of the inspection, and comments on the inspection sheet for other areas of possible concern, and recommendations for action, if needed. If I can be of any assistance, please contact me at , ext. 17, or via at youngd@adeq.state.ar.us. Sincerely, David Young ADEQ Inspector Water Division cc: Water Division, Enforcement Branch Water Division, Permits Branch Zac Watson, Southwestern Energy, Zachary_Watson@swn.com Sean McCarron, Southwestern Energy, sean_mccarron@swn.com

2 ADEQ O&G Pit Inspection Form Date of Inspection : December 12, 2011 Inspector: David Young Operator: Southwestern Energy Co. Drilling Contractor: N/A Coordinates: , Pad Name & No.: Bryant #4,6,7,8,9,10,11-32H State Permit # AOGC W-RB On Site Contact Person: N/A Phone #: N/A DETAILS: Section 32, Township 9N, Range 15W County: Conway AFIN: Stage of Well Development: Construction of Pad Air Drilling Water Base Mud Drilling Oil Base Mud Drilling Fracking Operations Well completion Well Finished SECTION A: Drilling Pad 1. Evidence of sediment runoff from the drilling pad or well site observed in waters of the state? Y N NA NE 2. At the time of inspection, was evidence observed of Reg. 2 turbidity standards being exceeded? Y N NA NE 3. Has the Operator implemented erosion and sediment controls in place to minimize sediment runoff from occurring? BMPs installed Y N NA NE 4. Has Operator prepared a storm water erosion and sediment control plan or guidance document? Y N NA NE 5. Does it appear that the erosion and sediment controls are being maintained in good operating condition? Y N NA NE 6. At the time of the inspection was there evidence that the site had any oil/fluid spills? SWN Self reported a hydrocarbon sheen in rain water run-off from the pad. No evidence of the sheen found during inspection on the pad, the pad perimeter or beyond the cleared limits. Y N NA NE a. If so, were the spills properly contained, cleaned, and disposed of? SWN reported they vacuumed up all rainwater with sheen they estimated that ~5bbls of water with sheen got offsite, but was contained and cleaned up. I found no evidence of the sheen. Y N NA NE b. Has the spill been reported to ADEQ? Via on 12/6/11 Y N NA NE 7. Did any rerouting, filling, or channelization of any water of the state occur during drilling pad construction? Y N NA NE a. If so, was proper authorization received? Y N NA NE b. Evidence of any Reg. 2 violations due to construction of the drilling pad? Y N NA NE 8. Does it appear that chemicals used in the drilling process or after well completion are being stored on site properly? No chemicals onsite Y N NA NE SECTION B: Pits and Drilling Fluids 1. At the time of the inspection was the pit or pits covered under an active permit? AOGC W-RB Y N NA NE 2. At the time of the inspection did it appear the pit or pits meet the construction requirements as required in the permit Part II, Section A item 1? Y N NA NE 3. If containers are used for circulation pits or mud pit, are they being maintained in a leak free state? Y N NA NE 4. At the time of inspection, is there any evidence that the pit was not constructed with the appropriate liner? (i.e. 20 mil Synthetic Liner, Compacted Clay Liner, and/or Bentonite Liner) 5. Is there any evidence at the time of inspection, that the reserve pit is not structurally sound? ( i.e. cracks/holes in levees and/or tears/holes in liners) Y N NA NE Y N NA NE 6. Is there any indication that seepage is coming from pad or pit Y N NA NE 7. At the time of the inspection was there any evidence that any pit fluids has been discharged onto the ground or into waters of the state from the pit or from drilling pad? Y N NA NE a. If so, has the discharge been reported Y N NA NE b. Has the fluid been properly contained, cleaned up, sampled, and disposed of? Y N NA NE 8. Is a 2 ft. minimum freeboard being maintained in the pit? Y N NA NE 9. Any evidence noted at the time of inspection, that the pit contained unapproved fluids or materials? (i.e. waste oil, hydraulic or completion fluids, trash, or any Nonhazardous Oilfield Waste) Reserve pit was accepting water from other locations at the time of the inspection Y N NA NE 10. According to on site contact person how and where are fluids disposed? a. Carrier : b. Destination: c. Type of Disposal: SECTION C : Closed out Water Based Drilling Fluids Pit Date well was finished: Open Reserve Pit 1. Have all drilling fluids and/or solids been removed from the reserve pit? Y N NA NE 2. Does it appear that the pit has been properly closed and seeded? Y N NA NE 3. Has the Operator submitted a completed Statement of Disposition and NOT within 90 days of closure of pit? Y N NA NE Comments: Recent well drilling completed. Pad being prepped for fracking of wells. Reserve Pit in good condition, and accepting water from other locations. Old and new BMPs in place on pad perimeter. No significant erosion or sedimentation issues at time of inspection. SWN self reported rainwater run-off with hydrocarbon sheen. They estimated that ~5bbls got off site, but was contained within 25 of clearing limit. It had not rained again prior to my inspection. SWN reported that they vacuumed up all of the hydrocarbon tainted rainwater. There was not SWN representative on site, but I talked with 2 employees of FirstNFiber, and they were there to clean up areas that had been disturbed by the containment operation. They had installed new rock check dams, a containment sock, and were putting out seed and straw. I could discern no evidence of a spill, and there was no hydrocarbon sheen on any remaining water or surfaces on the pad, or the surrounding environment. Inspector: Arkansas Department of Environmental Quality Date Report: December 12, 2011 DW Arkansas Dept. Environmental Quality

3 Arkansas Department of Environmental Quality (ADEQ) Official Photograph Sheet Location: Bryant #4,6,7,8,9,10,11-32H Photo # 1 Of 3 Date: Time: 12:45 Existing BMP at north pad water discharge point. No hydrocarbon sheen found. Photo # 2 Of 3 Date: Time: 12:50 New rock check dams, south pad water discharge channel. No sheen found.

4 Location: Arkansas Department of Environmental Quality (ADEQ) Official Photograph Sheet Bryant #4,6,7,8,9,10,11-32H Photo # 3 Of 3 Date: Time: 12:49 Temporary sock and berm, south edge of cleared area. FirstNFiber employees reconditioning and applying seed and straw.

5 Oil and Gas Violation Summary Sheet No Violations Noted Placing Waste Permitting Issues Spills and Leaks Turbidity (Reg. 2 Violations) Storm water, Erosion Issues Notification/Reporting Violations Unpermitted Discharges Record Keeping/Paperwork Violations Trash/Unauthorized Fluids in Pits Improper Closure of Pit Insufficient Freeboard Poor Pit Construction Other (Describe)