26,000,000 Common Units SANDRIDGE MISSISSIPPIAN TRUST II UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2012 • SandRidge Mississippian Trust II • 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 and good standing as a foreign entity of SandRidge Subsidiary, state that such opinion is based upon a certificate of foreign qualification or registration and a certificate of good standing provided by the Secretary of the State of Oklahoma (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 certificat
PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (OKLAHOMA) (DEVELOPMENT)Perpetual Overriding Royalty Interest Conveyance • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Oklahoma
This PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (OKLAHOMA) (DEVELOPMENT) (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 Mississippian Trust II, a statutory trust formed under the laws of the State of Delaware, with offices at 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 MISSISSIPPIAN TRUST II AND SANDRIDGE ENERGY, INC., DATED AS OF APRIL 23, 2012Registration Rights Agreement • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of April 23, 2012, by and between SandRidge Mississippian Trust II, 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 (KANSAS) (DEVELOPMENT)Term Overriding Royalty Interest Conveyance • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Kansas
This TERM OVERRIDING ROYALTY INTEREST CONVEYANCE (KANSAS) (DEVELOPMENT) (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 73102-6406 (“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 • April 24th, 2012 • SandRidge Mississippian Trust II • 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 Mississippian Trust II, 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, January 1, 2012 (the “Effective Time”). The Company and the Trust may hereinafter be referred to collectively as the “Parties” and each individually as a “Party”. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
MORTGAGE (Kansas) FROM SANDRIDGE EXPLORATION AND PRODUCTION, LLC, as MORTGAGOR TO SANDRIDGE MISSISSIPPIAN TRUST II, as MORTGAGEE Dated as of April 23, 2012Mortgage • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Kansas
THIS INSTRUMENT IS TO BE FILED AND RECORDED AS A MORTGAGE IN THE REAL ESTATE RECORDS OF EACH COUNTY IN WHICH THE LANDS DESCRIBED IN EXHIBIT A, OR ANY PORTION THEREOF, ARE LOCATED.
AMENDED AND RESTATED TRUST AGREEMENT OF SANDRIDGE MISSISSIPPIAN TRUST II Among SANDRIDGE ENERGY, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. and THE CORPORATION TRUST COMPANY Dated: As of April 23, 2012Trust Agreement • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of SandRidge Mississippian Trust II (the “Trust”), is entered into effective as of the 23rd day of April, 2012, 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 • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • New York
This DERIVATIVES AGREEMENT, delivered as of April 23, 2012, is between SandRidge Energy, Inc., a Delaware corporation (“SandRidge”), and SandRidge Mississippian Trust II, a Delaware statutory trust (the “Trust”) and is delivered to be effective as of 12:01 a.m., Central Time, April 1, 2012.
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 MISSISSIPPIAN TRUST II (the...Novation Agreement • May 10th, 2013 • SandRidge Mississippian Trust II • 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”).
DEVELOPMENT AGREEMENTDevelopment Agreement • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Oklahoma
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 Mississippian Trust II, 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, January 1, 2012 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
ISDA® International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of April 23, 2012 among: MORGAN STANLEY CAPITAL GROUP INC. (the “Remaining Party”), SANDRIDGE ENERGY, INC. (the “Transferor”) AND SANDRIDGE MISSISSIPPIAN TRUST II...Novation Agreement • April 24th, 2012 • SandRidge Mississippian Trust II • 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”).
MORTGAGE AND SECURITY AGREEMENT (KANSAS) from SANDRIDGE MISSISSIPPIAN TRUST II, as Mortgagor, to WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent, as Mortgagee, for the benefit of THE SECURED PERSONS Dated as of April 23, 2012Mortgage and Security Agreement • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Kansas
THIS MORTGAGE AND SECURITY AGREEMENT (KANSAS) (this “Mortgage”) is entered into as of April 23, 2012 (the “Effective Date”) by SandRidge Mississippian Trust II, a Delaware statutory trust (the “Mortgagor”), whose address for notice is c/o The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Suite 500, Austin, Texas 78701, in favor of Wilmington Trust, National Association, as Collateral Agent (the “Mortgagee”), whose address for notice is 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, for the benefit of the Secured Persons (as defined below) with respect to all Mortgaged Property (as defined below).
TRUST AGREEMENT OF SANDRIDGE MISSISSIPPIAN TRUST IITrust Agreement • January 5th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Delaware
This trust agreement of SandRidge Mississippian Trust II is entered into effective as of the 13th day of December, 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, and in each case any successor trustee, being collectively referred to herein as the “Trustees”). SandRidge and the Trustees hereby agree as follows:
PERPETUAL][LONG-TERM] OVERRIDING ROYALTY INTEREST CONVEYANCE ([OKLAHOMA] [KANSAS]) (DEVELOPMENT)Overriding Royalty Interest Conveyance • March 28th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Kansas
This [PERPETUAL][LONG-TERM] OVERRIDING ROYALTY INTEREST CONVEYANCE ([OKLAHOMA] [KANSAS]) (DEVELOPMENT) (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 Mississippian Trust II, a statutory trust formed under the laws of the State of Delaware, with offices at 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.
AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 20th, 2020 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • New York
This Amendment No. 1 to Administrative Services Agreement (this “Amendment”), dated as of February 14, 2020, is made by SandRidge Energy, Inc., a Delaware corporation (the “Company”), and SandRidge Mississippian Trust II, 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 MISSISSIPPIAN TRUST IITrust Agreement • August 13th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas
WHEREAS, SandRidge Mississippian Trust II (the “Trust”) has determined that defects exist in Amended and Restated Trust Agreement of the Trust, dated as of April 23, 2012 (“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
LONG-TERM OVERRIDING ROYALTY INTEREST CONVEYANCE (KANSAS) (DEVELOPMENT)Long-Term Overriding Royalty Interest Conveyance • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Kansas
This LONG-TERM OVERRIDING ROYALTY INTEREST CONVEYANCE (KANSAS) (DEVELOPMENT) (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 Mississippian Trust II, a statutory trust formed under the laws of the State of Delaware, with offices at 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.
ISDA® International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of April 23, 2012 among: BARCLAYS BANK PLC (the “Remaining Party”), SANDRIDGE ENERGY, INC. (the “Transferor”) AND SANDRIDGE MISSISSIPPIAN TRUST II (the “Transferee”).Novation Agreement • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Texas
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 November 16, 2007 (the “Old Agreement”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 14th, 2020 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”) is made and entered into as of September 9, 2020, by and among SANDRIDGE MISSISSIPPIAN TRUST II, a Delaware statutory trust (“Seller”), for which The Bank of New York Mellon Trust Company, N.A. acts as trustee (the “Trustee”), and SANDRIDGE EXPLORATION AND PRODUCTION, LLC, a Delaware limited liability company (“Buyer”, and together with Seller collectively, the “Parties” or each a “Party”).
