SECOND AMENDED AND RESTATED

by and between

SEECO, INC.

And

Schlumberger Technology Corporation

Dated

October 31, 2011

For Project DeSoto (Fayetteville Shale Play)

In the State of Arkansas

1.

INTRODUCTION

[ 1 ]

2.

DEFINITIONS

[ 1 ]

3.

AGREEMENT/TERMS

[ 2 ]

4.

PROJECT ORGANIZATION

[ 5 ]

5.

GENERAL TERMS AND CONDITIONS

[ 5 ]

6.

CONFIDENTIAL INFORMATION

[ 7 ]

7.

MISCELLANEOUS PROVISIONS

[ 8 ]

8.

REASONABLENESS

[ 9 ]

9.

CORPORATE POWER AND AUTHORITY

[ 9 ]

EXHIBIT A:

MASTER SERVICE AGREEMENT

[ 11 ]

RAW MATERIALS

[ 18 ]

EXHIBIT C:

SLB SUBSIDIARIES

[ 19 ]

INTRODUCTION

NOW, THEREFORE, in consideration of the mutual promises, conditions and agreements herein contained, the sufficiency of which is hereby acknowledged, the Parties agree as follows.

2.

The following definitions are provided to clarify any potentially ambiguous terms used commonly in the oilfield industry in order to ensure clear understanding of this Agreement.

2.1

2.2

2.3

“Joint Leadership Team” or “JLT” means the Joint Leadership Team as described more fully in Section 4.1 herein.

2.6

“Project Area” shall mean and include Johnson, Hope, Conway, Faulkner, Van Buren, Cleburne and White Counties in the State of Arkansas.

“Effective Date” means January 1, 2011.  

“SWN-SLB Enterprise Agreement” means that certain enterprise pricing agreement between Southwestern Energy Company and SLB dated October 31, 2011.

2.12

“SLB Subsidiaries” shall mean and include all of the entities in which SLB  or its U.S. affiliates directly or indirectly holds an interest and which also provide Oilfield Services to SEECO.   Exhibit C sets forth such entities and the percentage of ownership and/or economic interests (whichever is higher, the Ownership Percentage”) of SLB or its U.S. affiliates as of the date hereof and such Exhibit shall be amended by SLB to reflect any changes, including, without limitation, increases or decreases in ownership or economic interest percentages, investments in or acquisitions of additional entities.    

COMMITMENTS AND TERMS

3.1

3.2

(a)

For purposes of calculating the foregoing percentage, it is understood and agreed that SEECO shall be credited with:

(i)

100% of all applicable expenditures relating to the Designated Oilfield Services made in favor of SLB or any of the SLB Subsidiaries that is wholly owned with respect to each well operated by SEECO in the Project Area;

(ii)

(iii)

a percentage of all applicable expenditures relating to the Designated Oilfield Services made in favor of any of the SLB Subsidiaries that is not wholly owned equal to the Ownership Percentage with respect to each well operated by SEECO in the Project Area.

(c)

Upon the occurrence of any of the following events, even if the Utilization Percentage has not been met, SEECO shall have the right to obtain the Designated Oilfield Services from one or more third parties;

(i)

SLB is not able to provide a level of the Designated Oilfield Services sufficient to meet SEECO’s needs for the Project;

(ii)

(iii)

Each notice provided under this Section 3.2(c) with respect to clauses (i) or (ii) will be in writing and state (1) the basis for the utilization of the third party and (2) to the extent known, the expected term of any agreements entered into for the provision of the Services which would have otherwise been provided by SLB under this Agreement.  Each notice provided under this Section 3.2(c) with respect to clause (iii) will be in writing and describe the nature of the breach.  It is understood and agreed that any notice provided by SEECO pursuant to this Section 3.2(c) with respect to a breach under this Agreement or any other agreement with SLB shall not constitute a waiver by SEECO of such breach and SEECO shall be entitled to avail itself of all actions, claims and other remedies for such breach whether in contract, equity or at law .

It is understood and agreed that the foregoing notice requirements and limitations do not apply to SEECO’s requirements above the Utilization Percentage.

The parties agree that neither this Agreement nor any other agreement precludes SEECO from obtaining Key Services and/or Oilfield Services with respect to SEECO’s remaining requirements for the Project, within the Project Area or otherwise from any third party, nor does this Agreement preclude SEECO from obtaining Key Services and/or Oilfield Services from third-party companies or individuals outside of the Project Area.

(d)

To the extent that the provisions of this Section 3.2 conflict with the provisions of the MSA, the provisions of this Section 3.2 shall control.

3.3

SLB Commitments.  

(a)

(i)

to provide the Committed SLB Resources to SEECO as required to perform the Key Services and the Oilfield Services hereunder on a priority basis.  The priority of Key Services and the Oilfield Services provided by SLB to SEECO hereunder shall be determined based on the level of SEECO’s commitment and expenditures as compared with the level of commitments and expenditures of other customers in the Midcontinent Basin, and SEECO shall receive priority treatment over all customers whose year-to-date commitment and expenditures are lower than those of SEECO;

to furnish trained and experienced personnel sufficient in number and with appropriate qualifications to perform Key Services and the Oilfield Services hereunder, and SLB agrees that the technical and operational competency of the personnel employed by SLB to provide Key Services and the Oilfield Services hereunder shall equal or exceed the technical and operational competency of the personnel that provided such Key Services and Oilfield Services to SEECO as of the Effective Date as reflected in the performance score cards and other performance evaluation measures;

(iii)

that all Key Services and Oilfield Services provided to SEECO hereunder shall receive competitive pricing based on the rates charged for such services to Midcontinent Basin customers or such other pricing as shall be required under the SWN-SLB Enterprise Agreement;

(iv)

Notwithstanding anything to the contrary herein or in the MSA, SLB agrees to provide such information, execute such documents and other instruments and take such further actions as may be reasonably requested by the SWN Parties in connection with the provision by the SWN Parties of information to governmental authorities or other parties with respect to Key Services and the Oilfield Services provided by SLB hereunder, including but not limited to the provision of detailed information regarding the chemicals utilized by SLB in such Key Services and Oilfield Services; provided, however, that the SWN Parties may not request that SLB provide information unless such information is required by law to be disclosed in at least one jurisdiction in which any of the SWN Parties operate.

(b)

To the extent that the provisions of this Section 3.3 conflict with the provisions of the MSA, the provisions of this Section 3.3 shall control.

3.4

a)

b)

c)

To increase the number of JLT members required from each Party and to establish any technical expertise requirements for JLT members;

d)

To approve the minutes of each JLT meeting within ten (10) days of the date of each such meeting ;

e)

f)

To monitor the Project and to insure compliance with the requirements for timely service delivery and efficient equipment utilization.

The JLT will negotiate in good faith for a period of thirty (30) days to resolve any disputed issue which cannot be agreed upon by a majority of the JLT.  If the JLT is unable to resolve the disputed issue within said 30-day period, then both Parties shall set forth the disputed issue in writing and thereafter follow the Dispute Resolution Process as set forth in Section 5.5(ii) and thereafter.  

5.

GENERAL TERMS AND CONDITIONS

5.1

5.2

5.3

5.4

Termination by the Parties; Effect of Termination.

(a)

Each Party shall have the right to terminate this Agreement immediately under the following conditions:

(i)

(ii)

(b)

SEECO shall have the right to terminate this Agreement if (i) SLB breaches the SWN-SLB Enterprise Agreement and such breach is not cured within thirty (30) days or (ii) SLB terminates the SWN-SLB Enterprise Agreement.

(c)

If this Agreement is terminated under Section 5.4(a) or (b), all further obligations of the Parties under this Agreement will immediately terminate without further liability or obligation to the other Party except that the confidentiality provisions contained in Article 6 shall survive the termination of this Agreement and remain in full force and effect for a period of two (2) years.

5.5

6.

CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

(a)

was publicly available before disclosure to the other Party; or

(b)

enters the public domain after disclosure to other Party except where such entry is the result of breach by other Party of this Agreement; or

(c)

was already in other Party's possession prior to disclosure and was not then subject to an obligation of confidence; or

(d)

(e)

6.2

Except as expressly provided herein, this Agreement does not give either Party any ownership rights or interest in the other Party’s Confidential Information, technology, inventions, patents, trademarks, trade names or copyrights. All underlying methodology utilized by the Parties which was created and/or developed by either prior to or after the Effective Date of this Agreement and utilized in the course of performing engagements pursuant to this Agreement shall not become the property of the other.

6.3

In the event of breach or threatened breach by one Party or its employees of the provisions of this Article 6, the other Party shall be entitled to an injunction or judicial order equivalent thereto restraining the first Party or its employees from using or disclosing, in whole or in part, such Confidential Information.  Nothing herein shall be construed as prohibiting any Party from pursuing any other remedies available to it for such breach or threatened breach, including recovery of damages from the other Party.

6.4

Nothing in this Agreement shall prevent the Parties from disclosing the Confidential Information to the minimum extent necessary in order to respond to a request from their accountants or a proper request by any Federal, state or local commission, agency or court, or as may be required for reporting or internal purposes.  The Parties agree that if any legal proceeding, including a subpoena or discovery request, is brought which might result in the information described above being disclosed to any person or entity, prior to any disclosure of the information, the other Party will be promptly notified and both Parties will work together to obtain a protective order or similar protection limiting the disclosure to the requesting party and preventing disclosures to third parties.

7.

MISCELLANEOUS PROVISIONS

7.1

7.2

7.3

Governing Law; Severability; Savings Clause.  This Agreement shall be governed by the laws of the State of Texas, without regard to the conflict of laws provisions thereof.  If any provision of this Agreement (other than with respect to pricing or committed resources) is held to be unenforceable, this Agreement will be deemed to be amended to the extent necessary to make it enforceable, or, if necessary, this Agreement will be deemed to be amended to delete the

7.4

Government Approvals.  From and after the execution hereof, each of the Parties hereto, without further consideration, shall use its best efforts to execute, deliver, submit, gain approvals of, and record, or cause to be executed, delivered, submitted, and recorded, good and sufficient permits, designations of operator forms, other regulatory documents and instruments, as applicable, and take such other action as may be reasonably required to carry out the purposes of this Agreement and to give effect to the covenants, stipulations and obligations of the Parties hereto.

7.5

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one agreement.

7.6

Construction.  This Agreement was drafted jointly by the Parties, and no presumption shall operate in favor of or against any Party as a result of any responsibility that any Party may have had in drafting this Agreement or any part thereof.

7.7

8.1

Each of the Parties undertakes to perform all of its duties required under this Agreement in good faith.

9.

CORPORATE POWER AND AUTHORITY

9.1

Each of the Parties represents and warrants to the other that it has full power to enter into and perform its obligations under this Agreement and that, when executed, this Agreement will constitute such Party's legal, valid and binding obligations in accordance with its terms.

9.2

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns.  Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.