Mississippi Sample Contracts

Renasant Corporation – Amended and Restated Bylaws of Renasant Corporation (July 20th, 2018)
Sunoco Logistics Partners Lp – ENERGY TRANSFER PARTNERS, L.P. 16,000,000 7.625% Series D Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (July 19th, 2018)
Lightning Gaming, Inc. – MASTER LOAN AGREEMENT by and Between LIGHTNING GAMING, INC., (July 18th, 2018)

THIS MASTER LOAN AGREEMENT, dated as of July 17, 2018 (the "Master Loan Agreement"), by and between Lightning Gaming, Inc., a Nevada corporation, as borrower ("LGI"), Lightning Slot Machines, LLC, a Nevada limited liability company, as borrower ("LSM"), and Lightning Poker, Inc., a Pennsylvania corporation, as borrower ("LPI") each jointly and severally, (LGI, LSM and LPI are hereinafter individually and collectively referred to as, the "Borrower") and PDS Gaming LLC (together with its successors and assigns, the "Lender"), a Minnesota limited liability company.

America's Car-Mart, Inc. – Employment Agreement (July 18th, 2018)

This Employment Agreement (the "Agreement") is made effective as of May 1, 2015 between AMERICA'S CAR MART, INC., an Arkansas corporation (the "Company") and WILLIAM H. HENDERSON (the "Associate").

America's Car-Mart, Inc. – Employment Agreement (July 18th, 2018)

This Employment Agreement (the "Agreement") is made effective as of May 1, 2015 between AMERICA'S CAR MART, INC., an Arkansas corporation (the "Company") and JEFFREY A. WILLIAMS (the "Associate").

GrowGeneration Corp. – Form of PROMISSORY NOTE (July 16th, 2018)

For value received, Grow Generation Corp, a Colorado Corporation with offices at 1000 W. Mississippi, Denver CO 80223 through its authorized signatory Darren Lampert (hereinafter referred to as "PAYOR"), hereby agrees to pay Santa Rosa Hydroponics & Grower Supply, Inc. (hereinafter "PAYEE"), the sum of Five Hundred Thousand Dollars ($500,000.00) bearing interest at .5% per annum payable monthly in sixty (60) equal monthly installments commencing September 1, 2018 and continuing on the first day of each month thereafter until paid in full. Full payment of the outstanding principal and accrued interest is due on or before August 1, 2023, said date being the maturity date.

GrowGeneration Corp. – Form of REVISED ASSET PURCHASE AGREEMENT (July 16th, 2018)

THIS REVISED ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 28th day of June, 2018, by and among GrowGeneration Corp, a Colorado corporation ("Buyer") with offices at 1000 W. Mississippi Avenue, Denver, CO 80223, and Santa Rosa Hydroponics & Grower Supply Inc, a California corporation with offices at 4180 S. Moorland Avenue, Santa Rosa, CA 95407 ("Seller"), and its two shareholders, Rick Barretta ("RB") and Jason Barretta ("JB") .Buyer, Seller, RB and JB are collectively referred to as "Parties."

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of July 13, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) JAGR Hotel Portfolio (July 13th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 13, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Blueknight Energy – Amended and Restated Omnibus Agreement (July 13th, 2018)

This Amended and Restated Omnibus Agreement ("Agreement") is entered into on, and effective as of, July 12, 2018, among Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Ergon"), Blueknight Energy Partners G.P., L.L.C., a Delaware limited partnership (the "General Partner"), Blueknight Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), BKEP Terminalling, L.L.C., a Texas limited liability company ("Holdings"), BKEP Asphalt, L.L.C., a Texas limited liability company ("BKEP Asphalt"), and BKEP Materials, L.L.C., a Texas limited liability company ("BKEP Materials"). The General Partner, the Partnership, Holdings, BKEP Asphalt, and BKEP Materials may be referred to collectively as "BKEP."

Blueknight Energy – FIRST AMENDMENT to the STORAGE, THROUGHPUT AND HANDLING AGREEMENT (July 13th, 2018)

This First Amendment to Storage, Throughput and Handling Agreement ("Amendment") is made and effective as of July 12, 2018 and is by and between BKEP Materials, L.L.C., a Texas limited liability company ("BKEP Materials"), BKEP Terminalling, L.L.C., a Texas limited liability company ("BKEP Terminalling"), BKEP Asphalt, L.L.C., a Texas limited liability company ("BKEP Asphalt" and together with BKEP Materials and BKEP Terminalling, "Owner"), and Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Customer"). Customer and Owner are sometimes referred to herein collectively as "Parties." Any term not defined in this Amendment shall have the meaning ascribed to it in the Agreement.

Vici Properties Inc. – PURCHASE AND SALE AGREEMENT by and Between CHESTER DOWNS AND MARINA, LLC, a Pennsylvania Limited Liability Company as Seller and PHILADELPHIA PROPCO LLC, a Delaware Limited Liability Company as Buyer Harrahs Philadelphia (July 12th, 2018)
PURCHASE AND SALE AGREEMENT by and Between CHESTER DOWNS AND MARINA, LLC, a Pennsylvania Limited Liability Company as Seller and PHILADELPHIA PROPCO LLC, a Delaware Limited Liability Company as Buyer Harrahs Philadelphia (July 12th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this Agreement) made as of July 11, 2018 (the Effective Date) by and between CHESTER DOWNS AND MARINA, LLC, a Pennsylvania limited liability company, and CHESTER FACILITY HOLDING COMPANY, LLC, a Delaware limited liability company, each having an office at 777 Harrahs Boulevard, Chester, Pennsylvania 19013 (collectively, Seller), and PHILADELPHIA PROPCO LLC, a Delaware limited liability company (Buyer), having an office at c/o VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022. In addition, certain Affiliates of Buyer and Seller have executed this Agreement for purposes of acknowledging certain sections of this Agreement, as more particularly described on the signature pages hereto.

Hickok Inc Cl A – Conformed Copy of CREDIT AGREEMENT Dated as of June 1, 2017 Among HICKOK INCORPORATED HICKOK ACQUISITION a LLC SUPREME ELECTRONICS CORP. FEDERAL HOSE MANUFACTURING LLC WAEKON CORPORATION HICKOK OPERATING LLC CAD ENTERPRISES, INC. And JPMORGAN CHASE BANK, N.A. With First Amendment Agreement, Dated July 5, 2018 (July 11th, 2018)

CREDIT AGREEMENT dated as of June 1, 2017 (as it may be amended or modified from time to time, this "Agreement"), among HICKOK INCORPORATED, an Ohio corporation ("Hickok"), HICKOK ACQUISITION A LLC, an Ohio limited liability company, which will be changing its name on or about the Effective Date to Air Enterprises LLC ("Hickok Air Enterprises"), SUPREME ELECTRONICS CORP., a Mississippi corporation ("Supreme"), FEDERAL HOSE MANUFACTURING LLC, an Ohio limited liability company ("Federal"), HICKOK OPERATING LLC, an Ohio limited liability company ("Hickok Operating"), WAEKON CORPORATION, an Ohio corporation ("Waekon"), and CAD ENTERPRISES, INC., an Arizona corporation ("CAD", and together with Hickok, Hickok Air Enterprises, Supreme, Federal, Hickok Operating and Waekon, collectively "Borrowers" and each individually a "Borrower"), the other Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A., as Lender.

Cal-Maine Foods, Inc. – Credit Agreement (July 10th, 2018)

This Credit Agreement is entered into as of July 10, 2018 by and among Cal-Maine Foods, Inc., a Delaware corporation (the "Borrower"), the direct and indirect Wholly-owned Domestic Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO HARRIS BANK N.A., as Administrative Agent as provided herein.

Eldorado Resorts, Inc. – ELDORADO RESORTS AND CHURCHILL DOWNS ANNOUNCE MUTUAL TERMINATION OF LADY LUCK CASINO VICKSBURG TRANSACTION AND AMENDMENT TO PRESQUE ISLE DOWNS & CASINO TRANSACTION Churchill Downs Agrees in Principle to Assume Management of Eldorado Resorts Lady Luck Casino Nemacolin (July 9th, 2018)

Reno, Nev., (July 9, 2018) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado or the Company) and Churchill Downs Incorporated (NASDAQ: CHDN) (Churchill or Churchill Downs) announced today that they have terminated their previously announced agreement whereby Churchill was to acquire substantially all of the assets and properties associated with Lady Luck Casino in Vicksburg, Mississippi (Lady Luck Vicksburg) and amended their previously announced agreement whereby Churchill is to acquire substantially all of the assets and properties associated with Presque Isle Downs & Casino in Erie, Pennsylvania from Eldorado (collectively, the Termination and Amendment Agreements). Pursuant to the Termination and Amendment Agreements, Churchill will pay Eldorado a $5.0 million termination fee, subject to the parties execution of a definitive agreement with respect to the Lady Luck Nemacolin transaction as described below.

For Immediate Release (July 9th, 2018)
Stock Purchase Agreement (July 6th, 2018)

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 2, 2018, is made by and among Atco Rubber Products, Inc., a Michigan corporation (the "Company"), the Persons named as "Sellers" on the signature pages hereto (each a "Seller" and, collectively, the "Sellers"), Mueller Industries, Inc., a Delaware corporation (the "Purchaser"), and Ramesh Bhatia, in his capacity as the representative of the Sellers (the "Representative"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.

Hickok Inc Cl A – Share Purchase Agreement (July 6th, 2018)

THIS SHARE PURCHASE AGREEMENT (this "Agreement") is entered into as of the 5th day of July, 2018, by and among Hickok Incorporated, an Ohio corporation ("Buyer"), Arvin and Cheryl Loudermilk Family, LLLP, an Arizona limited liability limited partnership ("Seller"), Arvin Loudermilk, an individual ("Mr. Loudermilk"), Cheryl Loudermilk, an individual ("Mrs. Loudermilk," and together with Mr. Loudermilk and Seller, the "Sellers"), and Cheryl Loudermilk, in her capacity as the representative of the Sellers hereunder ("Sellers' Representative").

The McClatchy Company 9.000% Senior Secured Notes Due 2026 Purchase Agreement (July 6th, 2018)
Amended and Restated Security Agreement (July 2nd, 2018)

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 29, 2018 (as amended, modified, restated or supplemented from time to time, this Security Agreement) is by and among AMEDISYS, INC., a Delaware corporation (the Company), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (Amedisys Holding and together with the Company, each a Borrower and collectively, the Borrowers), the other parties identified as Grantors on the signature pages hereto and such other parties that may become Grantors after the date hereof (together with the Borrowers, individually a Grantor, and collectively the Grantors) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the Administrative Agent) for the Secured Parties.

Amended and Restated Pledge Agreement (July 2nd, 2018)

THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 29, 2018 (as amended, modified, restated or supplemented from time to time, this Pledge Agreement) is by and among AMEDISYS, INC., a Delaware corporation (the Company), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (Amedisys Holding and together with the Company, each a Borrower and collectively, the Borrowers), the other parties identified as Pledgors on the signature pages hereto and such other parties that may become Pledgors after the date hereof (together with the Borrowers, individually a Pledgor, and collectively the Pledgors) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the Administrative Agent) for the Secured Parties.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 29, 2018 Among AMEDISYS, INC. And AMEDISYS HOLDING, L.L.C., as Borrowers, CERTAIN SUBSIDIARIES OF THE COMPANY PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent, CAPITAL ONE BANK, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., COMPASS BANK, FIFTH THIRD BANK, HANCOCK WHITNEY BANK, REGIONS BANK, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and THE LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPOR (July 2nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 29, 2018, among AMEDISYS, INC., a Delaware corporation (the Company), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (Amedisys Holding and together with the Company, each a Borrower and collectively, the Borrowers), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

Regional Managment Corp – SALE AND SERVICING AGREEMENT Dated as of June 28, 2018 Among REGIONAL MANAGEMENT RECEIVABLES III, LLC, as Depositor REGIONAL MANAGEMENT CORP., as Servicer THE SUBSERVICERS PARTY HERETO, as Subservicers REGIONAL MANAGEMENT ISSUANCE TRUST 2018-1, as Issuer and REGIONAL MANAGEMENT NORTH CAROLINA RECEIVABLES TRUST Acting Hereunder Solely With Respect to the 2018-1a SUBI (June 29th, 2018)

SALE AND SERVICING AGREEMENT, dated as of June 28, 2018 (this Agreement), among REGIONAL MANAGEMENT RECEIVABLES III, LLC, a Delaware limited liability company, as depositor (the Depositor), REGIONAL MANAGEMENT CORP., a Delaware corporation, as servicer (the Servicer), the Subservicers Party Hereto as identified in Schedule I hereto, REGIONAL MANAGEMENT ISSUANCE TRUST 2018-1, a Delaware statutory trust, as issuer (the Issuer), and REGIONAL MANAGEMENT NORTH CAROLINA RECEIVABLES TRUST, acting hereunder solely with respect to the 2018-1A SUBI (the North Carolina Trust).

Blueknight Energy – Asset Purchase Agreement (June 29th, 2018)

This Asset Purchase Agreement ("Agreement"), dated this 28th day of June, 2018, is made and entered into between Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Purchaser"), and BKEP Terminalling, L.L.C. a Texas limited liability company ("BKEP Terminalling"), BKEP Materials, L.L.C., a Texas limited liability company, ("BKEP Materials") and BKEP Asphalt, L.L.C. ("BKEP Asphalt"; and along with BKEP Terminalling and BKEP Materials, the "Seller"). The Seller and Purchaser are sometimes individually referred to as a "Party" and sometimes collectively referred to as the "Parties".

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of June 26, 2018 by and Among (June 29th, 2018)

This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of June 26, 2018, by and among WASTE MANAGEMENT, INC., a Delaware corporation having its chief executive office at 1001 Fannin Street, Houston, Texas 77002 (the Company), WASTE MANAGEMENT OF CANADA CORPORATION, a Nova Scotia unlimited company (WMOCC), and WM QUEBEC INC., a corporation incorporated under the laws of Canada (WMQ, and together with WMOCC, the Canadian Borrowers, and the Canadian Borrowers together with the Company, the Borrowers, and each, individually, a Borrower), WASTE MANAGEMENT HOLDINGS, INC., a wholly-owned Subsidiary of the Company (the Guarantor), the lenders from time to time party hereto (the Banks) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the Administrative Agent).

BOYD GAMING CORPORATION AND THE GUARANTORS NAMED HEREIN 6.000% SENIOR NOTES DUE 2026 INDENTURE Dated as of June 25, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (June 28th, 2018)

INDENTURE dated as of June 25, 2018 by and among Boyd Gaming Corporation, a Nevada corporation (including any and all successors thereto, the Company), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the Trustee).

Registration Rights Agreement (June 28th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of June 25, 2018 by and among Boyd Gaming Corporation, a Nevada corporation (the Company), the guarantors named in Schedule A hereto and any subsidiary of the Company formed or acquired after the Closing Date that becomes a guarantor in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns (collectively, the Guarantors), and J.P. Morgan Securities LLC, on behalf of itself and as representative (the Representative) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the Initial Purchasers), who have agreed to purchase the Companys 6.000% Senior Notes due 2026 (the Initial Notes) fully and unconditionally guaranteed by the Guarantors (the Guarantees) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as

Riviera Resources, LLC – Contribution Agreement by and Among Linn Energy Holdings, Llc, Linn Operating, Llc, Citizen Energy Ii, Llc and Roan Resources Llc Dated June 27, 2017 (June 27th, 2018)

THIS CONTRIBUTION AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this Agreement) is dated as of June 27, 2017 (the Execution Date), by and among Linn Energy Holdings, LLC, a Delaware limited liability company (LEH), Linn Operating, LLC, a Delaware limited liability company (LOI, and together with LEH, Linn), Citizen Energy II, LLC, an Oklahoma limited liability company (Citizen and each of Linn and Citizen, a Transacting Party and collectively, the Transacting Parties) and Roan Resources LLC, a Delaware limited liability company (the Company, and each of the Company, Linn and Citizen, a Party, and collectively, the Parties).

Riviera Resources, LLC – Credit Agreement Dated as of February 28, 2017, Among Linn Energy Holdco Ii Llc, as Borrower, Linn Energy Holdco Llc, as Parent, Linn Energy, Inc., as Holdings and Each of the Subsidiary Guarantors Party Hereto From Time to Time, as Set Forth on the Schedule of Subsidiary Guarantors Attached Hereto as Annex I or Subsequently Executing a Joinder Agreement, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders Party Hereto From Time to Time Sole Book Runner and Sole Lead Arranger Wells Fargo Securities, Llc (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of February 28, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Linn Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (Holdings and collectively and severally with Parent, each a Parent Guarantor); each of the Subsidiaries set forth on the Schedule of Guarantors included herein as Annex I or otherwise from time to time party hereto (each a Subsidiary Guarantor and collectively, the Subsidiary Guarantors); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, Wells Fargo), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).

JUNIOR-PRIORITY COLLATERAL AGREEMENT Dated as of June 22, 2018 Among CHS/COMMUNITY HEALTH SYSTEMS, INC., COMMUNITY HEALTH SYSTEMS, INC., the Subsidiaries of the Company From Time to Time Party Hereto and REGIONS BANK, as Junior-Priority Collateral Agent (June 25th, 2018)

JUNIOR-PRIORITY COLLATERAL AGREEMENT dated as of June 22, 2018 (this Agreement), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the Company), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (Parent), the Subsidiaries from time to time party hereto and REGIONS BANK (Regions Bank), as collateral agent for the Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Junior-Priority Collateral Agent), Regions Bank, in its capacity as the 2023 Notes Authorized Representative and in its capacity as the 2024 Notes Authorized Representative (each as defined below) and each Additional Authorized Representative (as defined below) from time to time party hereto.

Registration Rights Agreement (June 25th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of June 25, 2018 by and among Boyd Gaming Corporation, a Nevada corporation (the Company), the guarantors named in Schedule A hereto and any subsidiary of the Company formed or acquired after the Closing Date that becomes a guarantor in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns (collectively, the Guarantors), and J.P. Morgan Securities LLC, on behalf of itself and as representative (the Representative) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the Initial Purchasers), who have agreed to purchase the Companys 6.000% Senior Notes due 2026 (the Initial Notes) fully and unconditionally guaranteed by the Guarantors (the Guarantees) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as

BOYD GAMING CORPORATION AND THE GUARANTORS NAMED HEREIN 6.000% SENIOR NOTES DUE 2026 INDENTURE Dated as of June 25, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (June 25th, 2018)

INDENTURE dated as of June 25, 2018 by and among Boyd Gaming Corporation, a Nevada corporation (including any and all successors thereto, the Company), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the Trustee).

AMENDED AND RESTATED ABL INTERCREDITOR AGREEMENT Dated as of June 22, 2018, Among JPMORGAN CHASE BANK, N.A., as ABL Agent, CREDIT SUISSE AG, as Senior- Priority Collateral Agent, CREDIT SUISSE AG, as Senior-Priority Non-Abl Loan Agent, REGIONS BANK, as 2021 Secured Notes Trustee, REGIONS BANK, as 2023 Secured Notes Trustee, REGIONS BANK, as Junior-Priority Collateral Agent, REGIONS BANK, as 2023 Junior-Priority Secured Notes Trustee, REGIONS BANK, as 2024 Junior-Priority Secured Notes Trustee, Each Additional Agent From Time to Time Party Hereto, CHS/COMMUNITY HEALTH SYSTEMS, INC., as Borrower, (June 25th, 2018)

THIS AMENDED AND RESTATED ABL INTERCREDITOR AGREEMENT is entered into as of June 22, 2018, among JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (the ABL Agent; as hereinafter further defined) for the ABL Secured Parties (as defined below), CREDIT SUISSE AG, in its capacity as collateral agent (the Senior-Priority Collateral Agent; as hereinafter further defined) for the Senior-Priority Secured Parties (as defined below), CREDIT SUISSE AG, in its capacity as administrative agent under the Senior-Priority Non-ABL Loan Agreement (as defined below) (the Senior-Priority Non-ABL Loan Agent; as hereinafter further defined), REGIONS BANK, in its capacity as trustee under the 2021 Secured Notes Indenture (the 2021 Secured Notes Trustee; as hereinafter further defined), REGIONS BANK, in its capacity as trustee under the 2023 Secured Notes Indenture (the 2023 Secured Notes Trustee; as hereinafter further defined), REGIONS BANK, in its capacity as collatera

JUNIOR-PRIORITY LIEN PARI PASSU INTERCREDITOR AGREEMENT Among REGIONS BANK, as Collateral Agent, REGIONS BANK, in Its Capacity as Trustee Under the 2023 Notes Indenture, REGIONS BANK, in Its Capacity as Trustee Under the 2024 Notes Indenture, and Each Additional Authorized Representative From Time to Time Party Hereto Dated as of June 22, 2018 (June 25th, 2018)

JUNIOR-PRIORITY LIEN PARI PASSU INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of June 22, 2018, among REGIONS BANK, as collateral agent for the Junior-Priority Secured Parties (in such capacity and together with its successors in such capacity, the Collateral Agent), REGIONS BANK, in its capacity as trustee under the 2023 Notes Indenture (in such capacity and together with its successors in such capacity, the 2023 Notes Authorized Representative), REGIONS BANK, in its capacity as trustee under the 2024 Notes Indenture (in such capacity and together with its successors in such capacity, the 2024 Notes Authorized Representative), and each additional Authorized Representative from time to time party hereto for the Additional Junior-Priority Secured Parties of the Series with respect to which it is acting in such capacity (in such capacity and together with its successors in such capacity, the Additional Authorized Representative).

Settlement Agreement (June 25th, 2018)

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of June 19, 2018, by and among (a) SandRidge Energy, Inc. a Delaware corporation (the Company), (b) Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., High River Limited Partnership, Hopper Investments LLC, and Barberry Corp. (collectively, the Icahn Group) , and (c) Bob Alexander, Sylvia K. Barnes, Jonathan Christodoro, William M. Griffin, Jr., John Jack Lipinski and Randolph Read (the Continuing Nominees). The Company, the Icahn Group and the Continuing Nominees are each referred to herein as a Party and collectively, as the Parties.