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PLEASE RETURN TO :
SandRidge Energy, Inc.
Attn: Phillip T. Warman
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102-6406
DEED OF TRUST
SANDRIDGE EXPLORATION AND PRODUCTION, LLC,
MICHAEL J. ULRICH,
FOR THE BENEFIT OF
SANDRIDGE PERMIAN TRUST,
Dated as of August 16, 2011
DEED OF TRUST
THIS DEED OF TRUST (this “ Deed of Trust ”) is entered into as of August 16, 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 Michael J. Ulrich (“ Trustee ”), whose address is c/o The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Suite 500, Austin Texas 78701, 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.
R E C I T A L S :
A. By means of (1) a Term Overriding Royalty Interest Conveyance (Development), effective as of April 1, 2011, from Mortgagor to Mistmada Oil Company, Inc., an Oklahoma corporation (“ SandRidge Sub ”), a true and correct copy of which is annexed hereto as Annex A-1 and made a part hereof (the “ Term Conveyance (Development) ”), (2) an Assignment of Overriding Royalty Interest, effective as of April 1, 2011, from SandRidge Sub to Mortgagee, a true and correct copy of which is annexed hereto as Annex A-2 and made a part hereof (the “ Assignment ”), and (3) a Perpetual Overriding Royalty Interest Conveyance (Development), effective as of April 1, 2011, from Mortgagor to Mortgagee, a true and correct copy of which is annexed hereto as Annex A-3 and made a part hereof (the “ Perpetual Conveyance (Development) ” and, together with the Term Conveyance (Development), collectively the “ Conveyances ”), the “ Royalty Interest ” (as defined in the Conveyances) has been conveyed and assigned to Mortgagee, as applicable, from Mortgagor and SandRidge Sub. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Conveyances.
B. SandRidge Energy, Inc. (“ SandRidge Parent ”), the sole member of Mortgagor, has undertaken certain obligations with respect to the properties described in the Conveyances under that certain Development Agreement, dated as of August 16, 2011, between SandRidge Parent, Mortgagor and Mortgagee (the “ Development Agreement ”), and Mortgagor is executing this Deed of Trust to secure the obligations of Mortgagor and SandRidge Parent under the Development Agreement.
C. Mortgagee has conditioned its execution and delivery of the Perpetual Conveyance (Development), the Assignment and the Development Agreement upon the execution and delivery by Mortgagor of this Deed of Trust, and Mortgagor has agreed to enter into this Deed of Trust.
NOW, THEREFORE, in order to comply with the terms and conditions of the Development Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor hereby agrees with Mortgagee as follows:
Section 1.1 Conveyance . Mortgagor, in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, in consideration of the uses and trusts (the “ Trust ”) established and continued by this Deed of Trust and in consideration of $10 and other valuable consideration paid before delivery of this Deed of Trust by each of Trustee and Mortgagee to Mortgagor, who hereby acknowledges its receipt and that it is reasonably equivalent value for this Deed of Trust and all other security and rights given by Mortgagor, Mortgagor does hereby GRANT, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER, CONFIRM and DELIVER unto Trustee and to Trustee’s successors or substitutes in the Trust, the following described rights, titles, interests, properties and estates of Mortgagor (sometimes hereinafter collectively referred to as the “ Mortgaged Properties ”): all of Mortgagor’s right, title, interest and estate in, to and under the oil, gas or other mineral leases described in Exhibit A attached hereto and made a part hereof (the “ Leases ”); insofar as and only insofar as such Leases cover and pertain to the Target Formation, including to such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “ Hydrocarbons ”) from the Target Formation; but specifically excluding, however, all of Mortgagor’s rights, title, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Subject Lands at the time of or prior to a foreclosure sale of the Mortgaged Properties, including, without limitation any Development Wells (each a “ Well ” and collectively, the “ Wells ”); and (ii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation of the Wells or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Wells, or the disposal of saltwater or other substances, produced therefrom.
TO HAVE AND TO HOLD the Mortgaged Properties unto Trustee, Trustee’s successors or substitutes in the Trust and Trustee’s or their assigns, forever.
Section 1.2 Assignment of the Mortgaged Properties .
(a) This Deed of Trust is also an absolute and unconditional assignment to Trustee of the Mortgaged Properties, whether now in existence or hereafter arising, subject to the Permitted Encumbrances (as defined in the Conveyances attached hereto as Annex A-1 and Annex A-3).
(b) So long as no default (as hereinafter defined) has occurred and is then continuing, Mortgagor shall have a license, revocable at the will of Mortgagee following the occurrence and continuation of a default, to enforce the terms of the Leases and exercise Mortgagor’s rights thereunder.
(c) Notwithstanding any legal presumption to the contrary, Mortgagee shall not be obligated by reason of its acceptance of this assignment to perform any obligation of Mortgagor as lessee under any of the Leases. The acceptance of this assignment shall not constitute a
waiver of any rights of Mortgagee under the Development Agreement or the Conveyances or constitute a cure of any default by Mortgagor or SandRidge Parent thereunder.
Section 1.3 Development Agreement and Other Obligations . This conveyance to the Trustee is in trust to secure and enforce the payment and performance of the following obligations, indebtedness and liabilities:
(a) The full performance of all obligations, covenants, agreements and undertakings of and by SandRidge Parent and Mortgagor from time to time owing to Mortgagee under Article II of the Development Agreement;
(b) Any sums advanced or expenses or costs incurred by the Mortgagee (or any receiver appointed hereunder) which are made or incurred pursuant to, or permitted by, the terms hereof, plus interest thereon at a rate of interest equal to the lesser of (i) five percent (5%) per annum or (ii) the maximum rate permitted under applicable law or otherwise agreed upon, from the date of the advances or the incurring of such expenses or costs until reimbursed; and
(c) Without limiting the generality of the foregoing, all post-petition interest, expenses, and other duties, damages and liabilities with respect to indebtedness or other obligations described above in this Section 1.3 , which would be owed but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding.
Section 1.4 Secured Obligations . The obligations referred to in Section 1.3 , and all renewals, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the “ secured obligations ” or the “ obligations secured hereby ”. It is contemplated and acknowledged that the secured obligations may include obligations hereafter arising and that this Deed of Trust shall have effect, as of the date hereof, to secure all secured obligations, regardless of whether any amounts exist on the date hereof or arise on a later date or, whether having arisen or been advanced, are later repaid in part or in whole and further obligations arise or advances are made at a later date.
Section 1.5 Limitation on Obligations . The Mortgagor and Mortgagee hereby agree and acknowledge that, as of the date hereof, the maximum amount recoverable under this Deed of Trust for any failure by SandRidge Parent or Mortgagor to perform the obligations described in Section 1.3(a) above is $294,300,000; provided , that such amount will be adjusted downward, from time to time, pursuant to Section 2.05(d) of the Development Agreement. Mortgagor and Mortgagee further agree and acknowledge that pursuant to Section 1.1 above, the lien created by this Deed of Trust does not cover or extend to any Wells. Accordingly, the lien created by this Deed of Trust shall automatically terminate on a wellbore only basis (as that term is commonly understood in the Texas oil and gas industry) as to each Development Well drilled after the date hereof as the same is completed. Upon Mortgagor’s request and at Mortgagor’s expense, Mortgagee shall promptly execute and deliver a partial release, which will evidence the release in full of the lien created by this Deed of Trust with respect to any Development Well.
Section 1.6 Maturity Date . The obligations, covenants, agreements and undertakings described in Section 1.3(a) of this Deed of Trust are due to be performed on and
before March 31, 2015, unless extended pursuant to the terms of the Development Agreement to March 31, 2016 (the “ Maturity Date ”).
Section 2.1 Title Warranty . Mortgagor warrants, represents, covenants and agrees that the Mortgaged Properties are free and clear of all liens, security interests and other Encumbrances, subject only to the Permitted Encumbrances and that, to Mortgagor’s knowledge, Mortgagor is lawfully seized of the estates and interests granted to Mortgagor under the Leases. This Deed of Trust is subject to (but in no event shall this Deed of Trust be an assumption of) the Permitted Encumbrances, in each case to the extent and only for so long as the same are valid and subsisting and affect title to the Mortgaged Properties; provided , that the foregoing is not intended to, and shall not, subordinate the lien created hereby.
Section 2.2 Mortgagor hereby covenants with the Mortgagee as follows:
(a) Further Assurance . Mortgagor will, on request of Mortgagee, (i) promptly correct any defect, error or omission which may be discovered in the contents of this Deed of Trust, or in the execution or acknowledgment of this Deed of Trust; (ii) execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purposes of this Deed of Trust; and (iii) execute, acknowledge, deliver, and file or record any document or instrument reasonably requested by Mortgagee to protect the lien hereunder against the rights or interests of third persons. Mortgagor shall pay all reasonable costs connected with any of the foregoing.
(b) Name and Place of Business . Mortgagor will not cause or permit any change to be