30,000,000 Common Units SANDRIDGE PERMIAN TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
In rendering such opinion, counsel may rely, to the extent they deem such reliance proper, as to matters of fact upon certificates of officers of the Company and of government officials, provided that counsel shall state their belief that they and you are justified in relying thereon. Copies of all such certificates shall be furnished to you and your counsel on the Closing Date and the Additional Closing Date, as the case may be. With respect to the opinion expressed as to the due qualification or registration as a foreign entity and good standing of the Company, the Trust and the Trustee, state that such opinion is based upon certificates of government officials (which shall be dated as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be, and shall be provided to counsel to the Underwriters) and express no conclusions beyond what are stated in such certificates.
PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (PDP)Perpetual Overriding Royalty Interest Conveyance • August 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • Texas
This PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (this “Conveyance”) from SandRidge Exploration and Production, LLC, a Delaware limited liability company, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignor”) to SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware, c/o The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Suite 500, Austin, Texas 78701 (“Assignee”), is delivered to be effective as of the Effective Time. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article II below.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN SANDRIDGE PERMIAN TRUST AND SANDRIDGE ENERGY, INC., DATED AS OF AUGUST 16, 2011Registration Rights Agreement • August 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of August 16, 2011, by and between SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), and SandRidge Energy, Inc. (“SandRidge”), a Delaware corporation.
TERM OVERRIDING ROYALTY INTEREST CONVEYANCE (PDP)Term Overriding Royalty Interest Conveyance • August 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • Texas
This TERM OVERRIDING ROYALTY INTEREST CONVEYANCE (this “Conveyance”) from SandRidge Exploration and Production, LLC, a Delaware limited liability company, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignor”) to Mistmada Oil Company, Inc., an Oklahoma corporation, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73012-6406 (“Assignee”), is delivered to be effective as of the Effective Time. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article II below.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
This Administrative Services Agreement (this “Agreement”) by and between SandRidge Energy, Inc., a Delaware corporation, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (the “Company”), and SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”) is delivered to be effective as of 12:01 a.m., Central Time, April 1, 2011 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
AMENDED AND RESTATED TRUST AGREEMENT OF SANDRIDGE PERMIAN TRUST Among SANDRIDGE ENERGY, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. and THE CORPORATION TRUST COMPANY Dated: As of August 16, 2011Trust Agreement • August 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of SandRidge Permian Trust (the “Trust”), is entered into effective as of the 16th day of August, 2011, by and among SANDRIDGE ENERGY, INC., a Delaware corporation with its principal office in Oklahoma City, Oklahoma (“SandRidge”) as trustor, THE CORPORATION TRUST COMPANY, a corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Corporation Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America with its principal place of business in New York, New York (the “Bank”), as Trustee (as hereinafter defined).
DERIVATIVES AGREEMENTDerivatives Agreement • August 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
This DERIVATIVES AGREEMENT, delivered as of August 16, 2011, is between SandRidge Energy, Inc., a Delaware corporation (“SandRidge”), and SandRidge Permian Trust, a Delaware statutory trust (the “Trust”) and is delivered to be effective as of 12:01 a.m., Central Time, August 1, 2011, 2011.
DEVELOPMENT AGREEMENTDevelopment Agreement • August 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • Texas
This Development Agreement (this “Development Agreement”) by and among SandRidge Energy, Inc., a Delaware corporation, with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“SandRidge Parent”), SandRidge Exploration and Production, LLC, a Delaware limited liability company and wholly owned subsidiary of SandRidge Parent with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignor” and, together with SandRidge Parent, “SandRidge”) and SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), is delivered to be effective as of 12:01 a.m., Central Time, April 1, 2011 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
DEED OF TRUST FROM SANDRIDGE EXPLORATION AND PRODUCTION, LLC, as MORTGAGOR TO MICHAEL J. ULRICH, as TRUSTEE FOR THE BENEFIT OF SANDRIDGE PERMIAN TRUST, as MORTGAGEE Dated as of August 16, 2011Deed of Trust • August 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • Texas
THIS DEED OF TRUST (this “Deed of Trust”) is entered into as of August 16, 2011, by SandRidge Exploration and Production, LLC, a Delaware limited liability company, as mortgagor (“Mortgagor”), whose address is 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102-6406, to Michael J. Ulrich (“Trustee”), whose address is c/o The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Suite 500, Austin Texas 78701, for the benefit of SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware, as mortgagee (“Mortgagee”), whose address is c/o The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Suite 500, Austin Texas 78701.
TRUST AGREEMENT OF SANDRIDGE PERMIAN TRUSTTrust Agreement • May 25th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • Delaware
This Trust Agreement of SandRidge Permian Trust is entered into effective as of the 12th day of May, 2011 (this “Trust Agreement”), by and among SandRidge Energy, Inc., a Delaware corporation with its principal office in Oklahoma City, Oklahoma (together with its successors and assigns, “SandRidge”), and The Corporation Trust Company, a corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Corporation Trust”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America with its principal place of business in New York, New York (the “Trustee”), as trustees (Corporation Trust and the Trustee being collectively referred to herein as the “Trustees”). SandRidge and the Trustees hereby agree as follows:
REPAYMENT AGREEMENTRepayment Agreement • March 2nd, 2021 • SandRidge Permian Trust • Crude petroleum & natural gas • Texas
This Repayment Agreement (this “Agreement”), dated as of March 1, 2021, is made by Avalon Energy, LLC, a Texas limited liability company (the “Company”), and SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement (as defined below) or the Conveyances (as defined below), as the context indicates.
ASSIGNMENT AGREEMENTAssignment Agreement • June 24th, 2021 • SandRidge Permian Trust • Crude petroleum & natural gas
This ASSIGNMENT AGREEMENT (this “Assignment”) is dated as of June 24, 2021, and effective as of June 30, 2021 (the “Effective Date”), by and among SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware (the “Assignor”), and Montare Resources I, LLC (the “Assignee”) and consented to by Avalon Energy, LLC, a Texas limited liability company (the “Company”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Repayment Agreement (as defined below).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 24th, 2021 • SandRidge Permian Trust • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”) dated as of June 18, 2021 but to be effective as of the Effective Time (as defined below), by and among SANDRIDGE PERMIAN TRUST, a Delaware statutory trust (“Seller”), for which The Bank of New York Mellon Trust Company, N.A. acts as trustee (the “Trustee”), and Montare Resources I, LLC (or its assigns), a Texas limited liability company (“Buyer”, and together with Seller collectively, the “Parties” or each a “Party”).
MASTER SERVICES AGREEMENTMaster Services Agreement • July 29th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • Texas
THIS MASTER SERVICES AGREEMENT (“MSA”) is made, effective as of , by and between SANDRIDGE ENERGY, INC., a Delaware corporation (“SandRidge”), and , a (“Contractor”).
International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of April 12, 2012 among: MORGAN STANLEY CAPITAL GROUP INC. (the “Remaining Party”), SANDRIDGE ENERGY, INC. (the “Transferor”) AND SANDRIDGE PERMIAN TRUST (the “Transferee”).Novation Agreement • April 13th, 2012 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
The Transferor and the Remaining Party have entered into one or more Transactions as identified in the attached Annex A-2 (each an “Old Transaction”), each evidenced by a Confirmation (an “Old Confirmation”) attached hereto subject to an ISDA Master Agreement dated as of February 22, 2008 (the “Old Agreement”).
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENTAssignment, Assumption and Consent Agreement • November 5th, 2018 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (the “Assignment Agreement”) is made and entered into this 1st day of November, 2018 (the “Execution Date”) by and among SandRidge Energy, Inc. (“Assignor”), Avalon Energy, LLC (“Assignee”), and SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware (“Consenting Party”) (Assignor, Assignee and Consenting Party are each sometimes referred in this Assignment Agreement as a “Party” and collectively as the “Parties”).
International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of March 13, 2013 among: MORGAN STANLEY CAPITAL GROUP INC. (the “Remaining Party”), SANDRIDGE ENERGY, INC. (the “Transferor”) AND SANDRIDGE PERMIAN TRUST (the “Transferee”).Novation Agreement • May 10th, 2013 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
The Transferor and the Remaining Party have entered into one or more Transactions as identified in the attached Annex A-2 (each an “Old Transaction”), each evidenced by a Confirmation (an “Old Confirmation”) attached hereto subject to an ISDA Master Agreement dated as of February 22, 2008 (the “Old Agreement”).
AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 1st, 2021 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
This Amendment No. 1 to Administrative Services Agreement (this “Amendment”), dated as of February 26, 2021, is made by Avalon Energy, LLC, a Texas limited liability company (the “Company”), and SandRidge Permian Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED TRUST AGREEMENT OF SANDRIDGE PERMIAN TRUSTTrust Agreement • August 13th, 2012 • SandRidge Permian Trust • Crude petroleum & natural gas
WHEREAS, SandRidge Permian Trust (the “Trust”) has determined that defects exist in Amended and Restated Trust Agreement of the Trust, dated as of August 16, 2011 (“Trust Agreement”), Section 6(c) of Annex A to the Trust Agreement, in that a party unrelated to the Trust and its U.S. federal income tax affairs is named as the “Tax Matters Partner” therein; and
