12,500,000 Common Units SANDRIDGE MISSISSIPPIAN TRUST I UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2011 • SandRidge Mississippian Trust I • 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 corporation of the Company, state that such opinion is based upon certificates of foreign qualification or registration provided by the Secretary of State 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 and shall be provided to counsel to the Underwriters) and express no conclusions beyond what are stated in such certificate.
PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (PDP)Perpetual Overriding Royalty Interest Conveyance • March 23rd, 2011 • SandRidge Mississippian Trust I • Crude petroleum & natural gas • Oklahoma
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 Mississippian Trust I, a statutory trust formed under the laws of the State of Delaware (“Assignee”), is delivered to be effective as of 12:01 a.m., Central Time, January 1, 2011 (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 I AND SANDRIDGE ENERGY, INC., DATED AS OF [ ], 2011Registration Rights Agreement • March 23rd, 2011 • SandRidge Mississippian Trust I • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of [ ], 2011, by and between SandRidge Mississippian Trust I, a statutory trust formed under the laws of the State of Delaware (the “Trust”), and SandRidge Energy, Inc. (“SandRidge”), a Delaware corporation.
AMENDED AND RESTATED TRUST AGREEMENT OF SANDRIDGE MISSISSIPPIAN TRUST I Among SANDRIDGE ENERGY, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. and CORPORATION TRUST COMPANY Dated: As of [ ], 2011Trust Agreement • March 23rd, 2011 • SandRidge Mississippian Trust I • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of SandRidge Mississippian Trust I (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, 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).
DEVELOPMENT AGREEMENTDevelopment Agreement • March 23rd, 2011 • SandRidge Mississippian Trust I • Crude petroleum & natural gas • Oklahoma
This Development Agreement (the “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”), SandRidge Exploration and Production, LLC, a Delaware limited liability company and wholly owned subsidiary of SandRidge with offices at 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102-6406 (“Assignor”) and SandRidge Mississippian Trust I, 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, 2011 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
MORTGAGE FROM SANDRIDGE EXPLORATION AND PRODUCTION, LLC, as MORTGAGOR TO SANDRIDGE MISSISSIPPIAN TRUST I, as MORTGAGEE Dated as of , 2011SandRidge Mississippian Trust I • March 23rd, 2011 • Crude petroleum & natural gas • Oklahoma
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.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 23rd, 2011 • SandRidge Mississippian Trust I • 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 I, 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, 2011 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I below.
DERIVATIVES AGREEMENT dated as of between SANDRIDGE ENERGY, INC., and SANDRIDGE MISSISSIPPIAN TRUST IDerivatives Agreement • March 23rd, 2011 • SandRidge Mississippian Trust I • Crude petroleum & natural gas • New York
