PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (OKLAHOMA) (PDP)Perpetual Overriding Royalty Interest Conveyance • April 24th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • Oklahoma
This PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (OKLAHOMA) (PDP) (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 • 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.
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.
MORTGAGE (Kansas) FROM SANDRIDGE EXPLORATION AND PRODUCTION, LLC, as MORTGAGOR TO SANDRIDGE MISSISSIPPIAN TRUST II, as MORTGAGEE Dated as of April 23, 2012SandRidge Mississippian Trust II • April 24th, 2012 • 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.
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).
PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (OKLAHOMA) (DEVELOPMENT)SandRidge Mississippian Trust II • April 24th, 2012 • 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.
LONG-TERM OVERRIDING ROYALTY INTEREST CONVEYANCE (KANSAS) (DEVELOPMENT)SandRidge Mississippian Trust II • April 24th, 2012 • 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”).
