31,500,000 Common Units SANDRIDGE PERMIAN TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 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 (DEVELOPMENT)Perpetual Overriding Royalty Interest Conveyance • July 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • Texas
This Article II defines certain capitalized words, terms, and phrases used in this Conveyance. Certain other capitalized words, terms, and phrases used in this Conveyance are defined elsewhere in this Conveyance.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN SANDRIDGE PERMIAN TRUST AND SANDRIDGE ENERGY, INC., DATED AS OF , 2011Registration Rights Agreement • July 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of , 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.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 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 [ ], 2011Trust Agreement • July 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 [ ] day of [ ], 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 • July 19th, 2011 • SandRidge Permian Trust • Crude petroleum & natural gas • New York
This DERIVATIVES AGREEMENT, delivered as of , 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, [ ], 2011.
DEVELOPMENT AGREEMENTDevelopment Agreement • July 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 as TRUSTEE FOR THE BENEFIT OF SANDRIDGE PERMIAN TRUST, as MORTGAGEE Dated as of [ ], 2011SandRidge Permian Trust • July 19th, 2011 • Crude petroleum & natural gas • Texas
THIS DEED OF TRUST (this “Deed of Trust”) is entered into as of [ ], 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 (“Trustee”), whose address is , 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.
