0001047469-12-002649.txt : 20120315 0001047469-12-002649.hdr.sgml : 20120315 20120314181133 ACCESSION NUMBER: 0001047469-12-002649 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 25 FILED AS OF DATE: 20120315 DATE AS OF CHANGE: 20120314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANDRIDGE ENERGY INC CENTRAL INDEX KEY: 0001349436 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 208084793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-178894-01 FILM NUMBER: 12691432 BUSINESS ADDRESS: STREET 1: 123 ROBERT S. KERR AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-6406 BUSINESS PHONE: 405-429-5500 MAIL ADDRESS: STREET 1: 123 ROBERT S. KERR AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-6406 FORMER COMPANY: FORMER CONFORMED NAME: RIATA ENERGY INC DATE OF NAME CHANGE: 20060111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SandRidge Mississippian Trust II CENTRAL INDEX KEY: 0001538267 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 300709968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-178894 FILM NUMBER: 12691433 BUSINESS ADDRESS: STREET 1: 919 CONGRESS AVENUE, SUITE 500 STREET 2: THE BANK OF NEW YORK MELLON TRUST CO. NA CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5122366599 MAIL ADDRESS: STREET 1: 919 CONGRESS AVENUE, SUITE 500 STREET 2: THE BANK OF NEW YORK MELLON TRUST CO. NA CITY: AUSTIN STATE: TX ZIP: 78701 S-1/A 1 a2207156zs-1a.htm S-1/A

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As filed with the Securities and Exchange Commission on March 14, 2012

Registration No. 333-178894

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Amendment No. 2   Amendment No. 2
to   to
FORM S-1   FORM S-3

SandRidge Mississippian Trust II

 

SandRidge Energy, Inc.
(Exact name of co-registrant as specified in its charter)   (Exact name of co-registrant as specified in its charter)

Delaware

 

Delaware
(State or other jurisdiction of incorporation or organization)   (State or other jurisdiction of incorporation or organization)

1311

 

1311
(Primary Standard Industrial Classification Code Number)   (Primary Standard Industrial Classification Code Number)

30-0709968

 

20-8084793
(I.R.S. Employer Identification No.)   (I.R.S. Employer Identification No.)

919 Congress Avenue, Suite 500
Austin, Texas 78701
(512) 236-6599

 

123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102
(405) 429-5500
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)   (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Michael J. Ulrich
The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500
Austin, Texas 78701
(512) 236-6599

 

Tom L. Ward
Chairman and Chief Executive Officer
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102
(405) 429-5500
(Name, address, including zip code, and telephone number, including area code, of agent for service)   (Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Philip T. Warman, Esq.
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102
(405) 429-5500

 

David H. Engvall, Esq.
Covington & Burling LLP
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
(202) 662-6000

 

David P. Oelman, Esq.
Matthew R. Pacey, Esq.

Vinson & Elkins L.L.P.
First City Tower
1001 Fannin Street, Suite 2500
Houston, Texas 77002-6760
(713) 758-2222

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

           If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

                                SandRidge Mississippian Trust II

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

                                SandRidge Energy, Inc.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o



           The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and no solicitation of offers to buy these securities in any state where the offer or sale is not permitted will be made.

PROSPECTUS (Subject to Completion)
Issued March 14, 2012

25,000,000 Common Units

SandRidge Mississippian Trust II

Representing Beneficial Interests



This is an initial public offering of common units representing beneficial interests in SandRidge Mississippian Trust II. The trust is selling all of the units offered hereby. SandRidge Energy, Inc. ("SandRidge") will convey to the trust certain royalty interests in exchange for the net proceeds of this offering and common and subordinated units collectively representing a 47.9% beneficial interest in the trust (without giving effect to the exercise of the underwriters' over-allotment option). SandRidge anticipates that the initial public offering price will be between $                      and $                      per common unit.



The trust has applied to have the common units approved for listing on the New York Stock Exchange under the symbol "SDR."



The Trust Units.    Trust units, consisting of common and subordinated units, are units representing beneficial interests in the trust and represent undivided beneficial interests in the property of the trust. They do not represent any interest in SandRidge.

The Trust.    The trust will own overriding royalty interests in certain of SandRidge's properties in the Mississippian formation in northern Oklahoma and southern Kansas. These royalty interests will entitle the trust to receive, after the deduction of certain costs, (a) 80% of the proceeds attributable to SandRidge's net revenue interest in the sale of production from 67 producing wells and (b) 70% of the proceeds attributable to SandRidge's net revenue interest in the sale of production from 206 development wells to be drilled within an area of mutual interest consisting of approximately 81,200 gross acres (53,000 net acres) held by SandRidge. The trust will not be responsible for any costs related to the operation of the producing wells or the drilling or operation of the development wells. The trust will be treated as a partnership for U.S. federal income tax purposes.

The Trust Unitholders.    As a trust unitholder, you will receive quarterly distributions of cash from the proceeds that the trust receives from SandRidge's sale of oil and natural gas subject to the royalty interests to be held by the trust. The distributions will also reflect hedges entered into pursuant to a derivatives agreement between the trust and SandRidge, as well as hedges entered into by the trust directly with unaffiliated hedge counterparties. For information on target distributions and related matters pertinent to trust unitholders, please see "Target Distributions and Subordination and Incentive Thresholds."



Investing in the common units involves risks. See "Risk Factors" beginning on page 20.

These risks include the following:

Drilling for and producing oil and natural gas involves many risks that could delay the anticipated drilling schedule for the development wells to be drilled by SandRidge, which could adversely affect future production and decrease cash distributions to unitholders.

Oil and natural gas price fluctuations could reduce proceeds to the trust and cash distributions to unitholders.

Actual reserves and future production may be less than current estimates.

Estimates of target distributions to unitholders are based on assumptions that are inherently subjective and are subject to significant risks and uncertainties.

The hedging arrangements will cover only a portion of the expected production attributable to the trust, and such arrangements will limit the trust's ability to benefit from commodity price increases for hedged volumes above the corresponding hedge price.

If the trust were treated as a corporation for U.S. federal income tax purposes, then its cash available for distribution to unitholders would be substantially reduced.

If the IRS contests the tax positions the trust takes, the value of the trust units may be adversely affected, the cost of any IRS contest will reduce the trust's cash available for distribution and income, gain, loss and deduction may be reallocated among trust unitholders.

The tax treatment of an investment in trust units could be affected by potential legislative changes, possibly on a retroactive basis.



PRICE $           A COMMON UNIT



 
  Price to
Public
  Underwriting
Discounts and
Commissions(1)
  Proceeds to
Trust(2)
Per Common Unit   $   $   $
Total   $   $   $

(1)
Excludes a structuring fee equal to .5% of the gross proceeds of this offering, or approximately $               million, payable to Morgan Stanley & Co. LLC and Raymond James & Associates, Inc.

(2)
The trust will deliver all of the proceeds it receives in this offering to one or more SandRidge subsidiaries. See "Use of Proceeds."

The trust has granted the underwriters the right to purchase up to an additional 3,750,000 common units to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the common units to purchasers on                           , 2012 .



MORGAN STANLEY   RAYMOND JAMES

   

                           , 2012


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GRAPHIC


Table of Contents

TABLE OF CONTENTS

 
  Page  

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

    i  

SUMMARY

    1  

RISK FACTORS

    20  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    41  

USE OF PROCEEDS

    42  

SANDRIDGE ENERGY, INC. 

    43  

THE TRUST

    46  

TARGET DISTRIBUTIONS AND SUBORDINATION AND INCENTIVE THRESHOLDS

    51  

THE UNDERLYING PROPERTIES

    64  

DESCRIPTION OF THE ROYALTY INTERESTS

    81  

DESCRIPTION OF THE TRUST AGREEMENT

    85  

DESCRIPTION OF THE TRUST UNITS

    91  

TRUST UNITS ELIGIBLE FOR FUTURE SALE

    95  

U.S. FEDERAL INCOME TAX CONSIDERATIONS

    97  

STATE TAX CONSIDERATIONS

    114  

ERISA CONSIDERATIONS

    115  

UNDERWRITERS

    116  

LEGAL MATTERS

    121  

EXPERTS

    121  

WHERE YOU CAN FIND MORE INFORMATION

    122  

GLOSSARY OF CERTAIN OIL AND NATURAL GAS TERMS AND TERMS RELATED TO THE TRUST

    123  

INDEX TO FINANCIAL STATEMENTS

    F-1  

ANNEX A: SUMMARY RESERVE REPORTS

    A-1  

ANNEX B: QUARTERLY TARGET DISTRIBUTIONS

    B-1  



IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

        You should rely only on the information contained or incorporated by reference in this prospectus or in any free writing prospectus the trust may authorize to be delivered to you. Until                        , 2012 (25 days after the date of this prospectus), federal securities laws may require all dealers that effect transactions in the common units, whether or not participating in this offering, to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

        The trust and SandRidge have not, and the underwriters have not, authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell or a solicitation of an offer to buy the common units in any jurisdiction where such offer and sale would be unlawful. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this document. The trust's and SandRidge's business, financial condition, results of operations and prospects may have changed since such date.

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SUMMARY

        This summary provides a brief overview of information contained elsewhere in this prospectus. To understand this offering fully, you should read the entire prospectus carefully, including the risk factors and the financial statements and notes to those statements. Definitions for terms relating to the oil and natural gas business can be found in "Glossary of Certain Oil and Natural Gas Terms and Terms Related to the Trust." Netherland, Sewell & Associates, Inc., referred to in this prospectus as "Netherland Sewell," an independent engineering firm, provided the estimates of proved and probable oil and natural gas reserves as of December 31, 2011 included in this prospectus. These estimates are contained in summaries prepared by Netherland Sewell of its reserve reports for (1) the oil and natural gas properties held by SandRidge from which the royalty interests will be conveyed to the trust (the "Underlying Properties"), dated January 2, 2012, and (2) the royalty interests to be held by the trust, dated January 3, 2012. These summaries are included as Annex A to this prospectus and are referred to in this prospectus as the "reserve report."

        References to "SandRidge" in this prospectus are to SandRidge Energy, Inc. and, where the context requires, one or more of its subsidiaries. The royalty interests to be conveyed to the trust are sometimes referred to as the "trust properties."

        Unless otherwise indicated, all information in this prospectus assumes an initial public offering price of $        per common unit and no exercise of the underwriters' over-allotment option.

SandRidge Mississippian Trust II

        SandRidge Mississippian Trust II is a Delaware statutory trust formed in December 2011 to own (a) overriding royalty interests to be conveyed to the trust by SandRidge in 67 producing horizontal wells, including 13 wells currently awaiting completion (the "Producing Wells"), in the Mississippian formation in northern Oklahoma and southern Kansas, and (b) overriding royalty interests in 206 horizontal development wells (calculated as described under "—The Development Wells") to be drilled in the Mississippian formation (the "Development Wells") on properties within an Area of Mutual Interest (the "AMI"). The AMI, which is limited to the Mississippian formation and consists of approximately 81,200 gross acres (53,000 net acres) held by SandRidge, is depicted by the area identified on the inside front cover of this prospectus. The top of the Mississippian formation is encountered at depths between approximately 4,000 feet and 7,000 feet and lies stratigraphically between the Pennsylvanian-aged Morrow formation and the Devonian-aged Woodford Shale formation. SandRidge intends to drill, or cause to be drilled, the Development Wells in the AMI by December 31, 2015 and is obligated to complete such drilling by December 31, 2016. Until SandRidge has satisfied its drilling obligation to the trust, it will not be permitted to drill and complete any wells for its own account within the AMI. See "The Trust—Development Agreement and Drilling Support Lien—Additional Provisions."

        The royalty interests will be conveyed from SandRidge's interest in the Producing Wells and the Development Wells effective as of January 1, 2012. The royalty interest in the Producing Wells (the "PDP Royalty Interest") entitles the trust to receive 80% of the proceeds (exclusive of any production or development costs but after deducting post-production costs and any applicable taxes) from the sale of production of oil and natural gas attributable to SandRidge's net revenue interest in the Producing Wells. The royalty interest in the Development Wells (the "Development Royalty Interest") entitles the trust to receive 70% of the proceeds (exclusive of any production or development costs but after deducting post-production costs and any applicable taxes) from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Development Wells.

        As of December 31, 2011, the total proved reserves estimated to be attributable to the trust were 26.1 million barrels of oil equivalent ("MMBoe"). This amount includes 10.2 MMBoe attributable to the PDP Royalty Interest and 15.9 MMBoe attributable to the Development Royalty Interest. The proved reserves consist of 46.8% oil and 53.2% natural gas. In addition, as of December 31, 2011, there were 9.8 MMBoe of probable reserves estimated to be attributable to the trust, all of which were attributable to

 

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the Development Royalty Interest. The probable reserves consist of 46.9% oil and 53.1% natural gas. Please see "The Underlying Properties—Oil and Natural Gas Reserves" and "The Underlying Properties—The Reserve Report" for information about the estimated reserves attributable to the trust.

        The percentage of production proceeds to be received by the trust with respect to a well will equal the product of (a) the percentage of proceeds to which the trust is entitled under the terms of the conveyances (80% for the Producing Wells and 70% for the Development Wells) multiplied by (b) SandRidge's net revenue interest in the well. SandRidge on average owns a 53.6% net revenue interest in the Producing Wells. Therefore, the trust will have an average 42.9% net revenue interest in the Producing Wells. SandRidge on average owns a 47.4% net revenue interest in the properties in the AMI on which it expects to drill the Development Wells, and based on this net revenue interest, the trust would have an average 33.2% net revenue interest in the Development Wells. SandRidge's actual net revenue interest in any particular Producing Well or Development Well may differ from these averages.

        The trust will not be responsible for any costs related to the drilling of the Development Wells or any other operating and capital costs, except for certain taxes and other post-production costs. The trust's cash receipts in respect of the trust properties will be determined after deducting post-production costs and any applicable taxes associated with the PDP Royalty Interest and the Development Royalty Interest. Post-production costs and applicable taxes will generally consist of production and severance taxes and costs incurred to gather, store, compress, transport, process, treat, dehydrate and market the oil and natural gas produced. However, the trust will not be responsible for costs of marketing services provided by SandRidge. Cash distributions to unitholders will reflect hedging arrangements, as well as trust general and administrative expenses.

        Hedging arrangements covering a portion of expected production will be implemented in two ways. First, SandRidge will enter into a derivatives agreement with the trust to provide the trust with the economic effect of specified hedge contracts entered into between SandRidge and unaffiliated counterparties. Under the derivatives agreement, SandRidge will pay the trust amounts it receives from its hedge counterparties, and the trust will pay SandRidge any amounts that SandRidge is required to pay such counterparties. Second, the trust will enter into hedge contracts directly with unaffiliated hedge counterparties. As a party to these contracts, the trust will receive payments directly from its counterparties, and be required to pay any amounts owed directly to its counterparties. Under the combined hedging arrangements, approximately    % of the expected production and    % of the expected revenues upon which the target distributions are based from        through        will be hedged. Under the derivatives agreement, as Development Wells are drilled, SandRidge will have the right to novate to the trust any of the SandRidge-provided hedges in certain circumstances. Please see "The Trust—Hedging Arrangements" and "Target Distributions and Subordination and Incentive Thresholds."

        The trust will make quarterly cash distributions of substantially all of its cash receipts, after deducting the trust's administrative expenses, on or about 60 days following the completion of each quarter through (and including) the quarter ending December 31, 2031. The first distribution, which will cover the first quarter of 2012 (consisting of proceeds attributable to two months of production due to the timing of payment of production proceeds to the trust), is expected to be made on or about May 30, 2012 to record unitholders as of May 15, 2012. The trustee intends to withhold $1.0 million from the first distribution to establish a cash reserve available for trust administrative expenses.

        The PDP Royalty Interest and the Development Royalty Interest will each consist of two separate royalty interests conveyed by SandRidge to the trust: (a) a term overriding royalty interest for a period of 20 years commencing on January 1, 2012 and ending on December 31, 2031 (the "Term Royalties") and (b) an overriding royalty interest in all oil and natural gas that may be produced from the subject properties (the "Perpetual Royalties"). The trust will dissolve and begin to liquidate on December 31, 2031 (such date is referred to as the "Termination Date") and will soon thereafter wind up its affairs and terminate. At the Termination Date, the Term Royalties will revert automatically to SandRidge. Following

 

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the Termination Date, the Perpetual Royalties will be sold by the trust, and the net proceeds of the sale, as well as any remaining trust cash reserves, will be distributed to the unitholders pro rata. SandRidge will have a right of first refusal to purchase the Perpetual Royalties from the trust following the Termination Date.

        SandRidge will retain 20% of the proceeds from the sale of oil and natural gas attributable to its net revenue interest in the Producing Wells, as well as 30% of the proceeds from the sale of future production attributable to its net revenue interest in the Development Wells. SandRidge initially will own 47.9% of the trust units (without giving effect to the exercise of the underwriters' over-allotment option). By virtue of SandRidge's retained interest in the Producing Wells and the Development Wells, as well as its ownership of 47.9% of the trust units, it will have an effective average net revenue interest of 31.3% in the Producing Wells and 30.1% in the Development Wells, compared with an effective average net revenue interest for the holders of trust units other than SandRidge of 22.4% in the Producing Wells and 17.3% in the Development Wells.

        SandRidge operates 79% of the Producing Wells and expects to operate approximately 67% of the Development Wells during the subordination period described herein. In addition, for those wells it operates, SandRidge has agreed to operate the properties and cause to be marketed oil and natural gas produced from these properties in the same manner it would if such properties were not burdened by the royalty interests.

        The business and affairs of the trust will be managed by The Bank of New York Mellon Trust Company, N.A., as trustee. However, the trustee will have no ability to manage or influence the operation of the Underlying Properties. SandRidge expects to operate substantially all of the Underlying Properties, but will have no ability to manage or influence the management of the trust except through its limited voting rights as a holder of trust units and its limited ability to manage the hedging program. Please see "The Trust—Hedging Arrangements," "The Trust—Administrative Services Agreement" and "Description of the Trust Units—Voting Rights of Trust Unitholders."

        The principal offices of the trust are located at 919 Congress Avenue, Suite 500, Austin, Texas 78701, and its telephone number is (512) 236-6599.

The Development Wells

        Pursuant to a development agreement with the trust, SandRidge intends to drill, or cause to be drilled, 206 Development Wells in the AMI by December 31, 2015 and is obligated to complete such drilling by December 31, 2016. SandRidge will be credited for drilling one full Development Well if the perforated length of the well bore (or the length of the well bore that is otherwise made ready to commence stimulation, which is also referred to in this prospectus as the "perforated length") is between 3,500 feet and 4,500 feet and SandRidge's net revenue interest in the well is equal to 47.4%. For wells with a perforated length of less than 3,500 feet, SandRidge will receive credit in the proportion that the well's perforated length bears to 3,500 feet, and for wells with a perforated length of more than 4,500 feet, SandRidge will receive credit in the proportion that the well's perforated length bears to 4,500 feet. For wells in which SandRidge has a net revenue interest greater than or less than 47.4%, SandRidge will receive credit for such well in the proportion that its net revenue interest in the well bears to 47.4%. As a result, SandRidge may be required to drill more or less than 206 wells in order to fulfill its drilling obligation. See "The Trust—Development Agreement and Drilling Support Lien."

        Under the development agreement, SandRidge is required to adhere to a reasonably prudent operator standard, which requires that it act with respect to the Underlying Properties as it would act with respect to its own properties, disregarding the existence of the royalty interests as burdens affecting such property. Accordingly, SandRidge expects that the average perforated length of future well bores will be generally consistent with the perforated length of the completed Producing Wells and other Mississippian wells outside of the AMI that have been drilled and completed by SandRidge or for its account. However,

 

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due to the complexity of well completions and future developments in completion technologies, it may be appropriate in some instances to complete longer or shorter wells. The completed Producing Wells and 121 other Mississippian wells outside of the AMI that have been completed by SandRidge have an average perforated length of approximately 4,200 feet.

        SandRidge Exploration and Production, LLC ("SandRidge E&P"), a wholly owned subsidiary of SandRidge, will grant to the trust a lien on its interests in the AMI (except the Producing Wells and any other wells that are already producing and not subject to the royalty interests) in order to secure the estimated amount of the drilling costs for the trust's interests in the Development Wells (the "Drilling Support Lien"). The amount obtained by the trust pursuant to the Drilling Support Lien may not exceed approximately $269.1 million. As SandRidge fulfills its drilling obligation over time, Development Wells that are completed or that are perforated (or made ready to commence stimulation) for completion and then plugged and abandoned will be released from the Drilling Support Lien. After SandRidge has drilled 103 Development Wells, the total dollar amount that may be recovered by the trust for any failure by SandRidge to fulfill its drilling obligation will be proportionately reduced as SandRidge completes the remaining Development Wells. After SandRidge has satisfied its drilling obligation under the development agreement, it may sell, without the consent or approval of the trust unitholders, all or any part of its interest in the Underlying Properties, as long as such sale is subject to and burdened by the royalty interests.

Underlying Properties

        The Underlying Properties are located in Noble, Kay, Alfalfa, Grant and Woods counties in northern Oklahoma and Harper, Comanche, Sumner and Barber counties in southern Kansas in the Mississippian formation, which is an expansive carbonate hydrocarbon system located on the Anadarko Shelf. The top of the formation is encountered between 4,000 feet and 7,000 feet and lies stratigraphically between the Pennsylvanian-aged Morrow formation and the Devonian-aged Woodford Shale formation. The Mississippian formation can reach 1,000 feet in gross thickness and the targeted porosity zone is between 50 and 100 feet in thickness. The formation's geology is well understood as a result of the thousands of vertical wells drilled and produced there since the 1940s, including approximately 73 vertical wells drilled on the Underlying Properties, and over 500 horizontal wells drilled in the region in the Mississippian formation, as discussed below.

        In 2007, the application of horizontal cased-hole drilling and multi-stage hydraulic fracturing treatments demonstrated the potential for extracting significant additional quantities of oil and natural gas from the formation. Since the beginning of 2009, there have been over 500 horizontal wells drilled in the Mississippian formation in northern Oklahoma and southern Kansas, including 255 drilled by SandRidge. From December 31, 2010 to December 31, 2011, the number of SandRidge's producing horizontal wells in the Mississippian formation increased from 44 to 174. As of December 31, 2011, there were approximately 43 horizontal rigs drilling in the formation, with 19 of those rigs drilling for SandRidge. While horizontal wells are more expensive than vertical wells, a horizontal well bore increases the production of hydrocarbons and adds significant recoverable reserves per well. In addition, one horizontal well is the effective equivalent of several vertical wells and, as a result, better returns on drilling investments may be achieved with horizontal drilling.

        As of December 31, 2011, SandRidge had approximately 1.3 million net acres leased in the Mississippian formation in northern Oklahoma and Kansas.

Target Distributions and Subordination and Incentive Thresholds

        SandRidge has calculated quarterly target levels for cash distributions to unitholders for the life of the trust as set forth on Annex B to this prospectus. The amount of actual quarterly distributions may fluctuate from quarter to quarter, depending on the proceeds received by the trust, payments under the hedge

 

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arrangements, the trust's administrative expenses and other factors. Annex B reflects that while target distributions initially increase as SandRidge completes its drilling obligation and production increases, over time target distributions decline as the rate of production decreases over the life of each well as a result of the depletion of the reserves in the Underlying Properties. The target distributions were derived by assuming that oil and natural gas production from the trust properties will equal the volumes reflected in the reserve report, adjusted for estimated volumes and prices realized in January and February 2012. The target distributions also assume that prices received for such production after February 2012 were based on monthly NYMEX forward pricing as of March 5, 2012 for the 34-month period ending December 31, 2014, and assume price increases after December 31, 2014 of 2.5% annually, capped at $120.00 per Bbl of oil and $7.00 per MMBtu of natural gas. Using these assumptions, the price of oil would reach the $120.00 per Bbl cap in September 2023, and the price of natural gas would not reach the $7.00 per MMBtu cap before the trust's termination. The target distributions also give effect to estimated post-production expenses and assumed trust general and administrative expenses. While these target distributions do not represent the actual distributions you will receive with respect to your common units, they were used to calculate the subordination and incentive thresholds described in more detail below. For a description of the significant assumptions used to prepare the target distributions, see "Target Distributions and Subordination and Incentive Thresholds—Significant Assumptions Used to Calculate the Target Distributions."

        In order to provide support for cash distributions on the common units, SandRidge has agreed to subordinate 12,000,000 of the trust units it will retain following this offering, which will constitute 25% of the total trust units outstanding. The subordinated units will be entitled to receive pro rata distributions from the trust each quarter if and to the extent there is sufficient cash to provide a cash distribution on the common units that is no less than the applicable quarterly subordination threshold. If there is not sufficient cash to fund such a distribution on all of the common units, the distribution to be made with respect to the subordinated units will be reduced or eliminated for such quarter in order to make a distribution, to the extent possible, of up to the subordination threshold amount on all the common units, including the common units held by SandRidge. Each quarterly subordination threshold is 20% below the target distribution level for the corresponding quarter (each, a "subordination threshold").

        In exchange for agreeing to subordinate a majority of its trust units, and in order to provide additional financial incentive to SandRidge to satisfy its drilling obligation and perform operations on the Underlying Properties in an efficient and cost-effective manner, SandRidge will be entitled to receive incentive distributions equal to 50% of the amount by which the cash available for distribution on all of the trust units in any quarter is 20% greater than the target distribution for such quarter (each, an "incentive threshold"). The remaining 50% of cash available for distribution in excess of the incentive thresholds will be paid to trust unitholders, including SandRidge, on a pro rata basis.

        By way of example, if the target distribution per unit for a particular quarterly period is $.50, then the subordination threshold would be $.40 and the incentive threshold would be $.60 for such quarter. This means that if the cash available for distribution to all holders for that quarter would result in a per unit distribution below $.40, the distribution to be made with respect to subordinated units will be reduced or eliminated in order to make a distribution, to the extent possible, up to the amount of the subordination threshold, on the common units. If, on the other hand, the cash available for distribution to all holders would result in a per unit distribution above $.60, then SandRidge would receive 50% of the amount by which the cash available for distribution on all the trust units exceeds $.60, with all trust unitholders (including SandRidge on a pro rata basis) sharing in the other 50% of such excess amount. See "Target Distributions and Subordination and Incentive Thresholds."

        At the end of the fourth full calendar quarter following SandRidge's satisfaction of its drilling obligation with respect to the Development Wells, the subordinated units will automatically convert into common units on a one-for-one basis and SandRidge's right to receive incentive distributions will terminate. After such time, the common units will no longer have the protection of the subordination threshold, and all trust unitholders will share on a pro rata basis in the trust's distributions. SandRidge

 

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currently expects that it will complete its drilling obligation on or before December 31, 2015 and that, accordingly, the subordinated units will convert into common units on or before December 31, 2016. SandRidge is obligated to complete its drilling obligation by December 31, 2016, in which event the subordinated units would convert into common units on or before December 31, 2017. The period during which the subordinated units are outstanding is referred to as the "subordination period."

        SandRidge's management has prepared the prospective financial information set forth below to present the target distributions to the holders of the trust units based on the estimates and assumptions described under "Target Distributions and Subordination and Incentive Thresholds." The accompanying prospective financial information was not prepared with a view toward complying with the guidelines of the U.S. Securities and Exchange Commission ("SEC") or the guidelines established by the American Institute of Certified Public Accountants with respect to preparation and presentation of prospective financial information. More specifically, such information omits items that are not relevant to the trust. SandRidge's management believes the prospective financial information was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management's knowledge and belief, the expected course of action and the expected future financial performance of the royalty interests. However, this information is based on estimates and judgments, and readers of this prospectus are cautioned not to place undue reliance on the prospective financial information.

        The prospective financial information included in this prospectus has been prepared by, and is the responsibility of, SandRidge's management. PricewaterhouseCoopers LLP, the trust's and SandRidge's independent registered public accountant, has not examined, compiled or performed any procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP expresses no opinion or any other form of assurance with respect thereto. The reports of PricewaterhouseCoopers LLP included in this prospectus relate to the Statement of Assets and Trust Corpus of the trust and the historical Statement of Revenues and Direct Operating Expenses of the Underlying Properties. The foregoing reports do not extend to the prospective financial information and should not be read to do so.

        The following table sets forth the target distributions and subordination and incentive thresholds for each calendar quarter through the fourth quarter of 2017. The effective date of the conveyance of the royalty interests is January 1, 2012, which means that the trust will be credited with the proceeds of production attributable to the royalty interests from that date even though the trust properties will not be conveyed to the trust until the closing of this offering. Please see "—Calculation of Target Distributions" below. The first distribution, which will cover the first quarter of 2012, is expected to be made on or about May 30, 2012 to record unitholders as of May 15, 2012. Due to the timing of the payment of production proceeds to the trust, the trust expects that the first distribution will include sales for oil and natural gas for two months. Thereafter, quarterly distributions will generally include royalties attributable to sales of oil and natural gas for three months, including one month of the prior quarter. The trustee intends to

 

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withhold $1.0 million from the first distribution to establish a cash reserve available for trust administrative expenses.

Period
  Subordination
Threshold(1)
  Target
Distribution
  Incentive
Threshold(1)
 
 
  (per unit)
 

2012:

                   

First Quarter(2)

  $ .22   $ .27     $.33  

Second Quarter

    .39     .48     .58  

Third Quarter

    .48     .60     .72  

Fourth Quarter

    .50     .63     .75  

2013:

                   

First Quarter

    .55     .69     .83  

Second Quarter

    .58     .73     .88  

Third Quarter

    .56     .70     .84  

Fourth Quarter

    .58     .73     .87  

2014:

                   

First Quarter

    .60     .75     .90  

Second Quarter

    .62     .78     .93  

Third Quarter

    .62     .78     .93  

Fourth Quarter

    .59     .74     .89  

2015:

                   

First Quarter

    .65     .81     .97  

Second Quarter

    .66     .83     .99  

Third Quarter

    .66     .83     .99  

Fourth Quarter

    .65     .82     .98  

2016:

                   

First Quarter

    .69     .86     1.03  

Second Quarter

    .66     .82     .99  

Third Quarter

    .60     .75     .90  

Fourth Quarter

    .56     .70     .84  

2017:

                   

First Quarter

    .52     .66     .79  

Second Quarter

    .50     .62     .75  

Third Quarter

    .48     .59     .71  

Fourth Quarter

    .46     .57     .68  

(1)
The subordination and incentive thresholds terminate after the fourth full calendar quarter following SandRidge's completion of its drilling obligation.

(2)
Includes proceeds attributable to the first two months of production from January 1, 2012 to February 29, 2012, based on estimated realized production for January and February 2012, and gives effect to $1.0 million of reserves for general and administrative expenses withheld by the trustee and additional administrative costs relating to the formation of the trust.

        For additional information with respect to the subordination and incentive thresholds, please see "Target Distributions and Subordination and Incentive Thresholds" and "Description of the Royalty Interests."

 

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Calculation of Target Distributions

        The following table presents the calculation of the target distributions for each quarter through and including the quarter ending December 31, 2012. The target distributions were prepared by SandRidge based on assumptions of production volumes, pricing and other factors. The production forecasts used to calculate target distributions are based on estimates by Netherland Sewell. Payments to unitholders will generally be made 60 days following each calendar quarter. SandRidge will make payments to the trust that will include cash from production from the first two months of the quarter just ended as well as the last month of the immediately preceding quarter. Actual cash distributions to the trust unitholders will fluctuate quarterly based on the quantity of oil and natural gas produced from the Underlying Properties, the prices received for oil and natural gas production, the trust's hedging arrangements and other factors. Please read "Target Distributions and Subordination and Incentive Thresholds—Significant Assumptions Used to Calculate the Target Distributions."

        On a pro forma basis, cash available for distribution was $37.3 million for the twelve-month period ended December 31, 2011. See "Unaudited Pro Forma Financial Information."

 
  March 31,
2012(1)
  June 30,
2012
  September 30,
2012
  December 31,
2012
 
 
  (In thousands, except volumetric and per unit data)
 

Estimated production from trust properties

                         

Oil sales volumes (MBbl)

    132     206     249     261  

Natural gas sales volumes (MMcf)

    885     1,324     1,430     1,490  

Total sales volumes (MBoe)

   
279
   
427
   
488
   
509
 

% Proved developed producing (PDP) sales volumes

    100 %   72 %   71 %   59 %

% Proved undeveloped (Development) sales volumes

    0 %   28 %   26 %   39 %

% Probable undeveloped (Development) sales volumes

    0 %   0 %   4 %   3 %

% Oil volumes

    47 %   48 %   51 %   51 %

% Natural gas volumes

    53 %   52 %   49 %   49 %

Commodity price and derivative contract positions

                         

NYMEX futures price(2)

                         

Oil ($/Bbl)

    $98.85     $104.90     $107.88     $107.99  

Natural gas ($/MMBtu)

    3.08     2.43     2.64     2.81  

Assumed realized weighted unhedged price(3)

                         

Oil ($/Bbl)

    $93.82     $99.87     $102.85     $102.96  

Natural gas ($/Mcf)

    3.08     2.43     2.64     2.81  

Assumed realized weighted hedged price

                         

Oil ($/Bbl)*

                         

Percent of oil volumes hedged*

                         

Oil hedged price ($/Bbl)*

                         

Estimated cash available for distribution

                         

Oil sales revenues

  $ 12,341   $ 20,593   $ 25,642   $ 26,861  

Natural gas sales revenues

    2,725     3,213     3,778     4,188  

Realized gains (losses) from derivative contracts*

                         

Operating revenues and realized gains (losses) from derivative contracts

    15,066     23,806     29,420     31,049  

Production taxes

    (151 )   (238 )   (262 )   (335 )

Ad valorem taxes

            (161 )   (209 )

Trust administrative expenses

    (1,750 )(4)   (325 )   (325 )   (325 )
                   

Total trust expenses

    (1,901 )   (563 )   (748 )   (869 )
                   

Cash available for distribution

 
$

13,165
 
$

23,243
 
$

28,672
 
$

30,180
 
                   

Trust units outstanding

   
48,000
   
48,000
   
48,000
   
48,000
 

Target distribution per trust unit

    $.27     $.48     $.60     $.63  
                   

Subordination threshold per trust unit

   
$.22
   
$.39
   
$.48
   
$.50
 
                   

Incentive threshold per trust unit

   
$.33
   
$.58
   
$.72
   
$.75
 
                   

(1)
Includes proceeds attributable to the first two months of production from January 1, 2012 to February 29, 2012, based on estimated realized production for January and February 2012.

 

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(2)
Average NYMEX futures prices, as reported on March 5, 2012. For a description of the effect of lower NYMEX prices on target distributions, please read "Target Distributions and Subordination and Incentive Thresholds—Sensitivity of Target Distributions to Changes in Oil and Natural Gas Prices and Volumes."

(3)
Sales price net of forecasted quality, Btu content, transportation costs, and marketing costs. For information about the estimates and assumptions made in preparing the table above, see "Target Distributions and Subordination and Incentive Thresholds—Significant Assumptions Used to Calculate the Target Distributions."

(4)
Includes trustee cash reserve of $1.0 million and additional administrative costs relating to the formation of the trust.

*
Information with respect to assumed realized weighted hedged price for oil ($/Bbl), percent of oil volumes hedged, oil hedged price ($/Bbl), and realized gains (losses) from derivative contracts will be provided after hedging arrangements are finalized with respect to estimated future production attributable to the royalty interests.

SandRidge Energy, Inc.

        SandRidge is a publicly traded, independent oil and natural gas company concentrating on development and production activities related to the exploitation of its significant holdings in West Texas and the Mid-Continent area of Oklahoma and Kansas. As of December 31, 2011, its market capitalization was approximately $3.4 billion and it had total estimated net proved reserves of 470.6 MMBoe. As of December 31, 2011, SandRidge had approximately 1.3 million net acres leased in the Mississippian formation in northern Oklahoma and Kansas and plans to devote a significant portion of its future capital budget to increasing its oil and natural gas production in this area. As of December 31, 2011, SandRidge was operating 19 rigs in the Mississippian formation in northern Oklahoma and southern Kansas. SandRidge also owns and operates other interests in the Mississippian formation, Permian Basin, Mid-Continent, West Texas Overthrust, Gulf Coast and Gulf of Mexico. SandRidge also owns and operates gas gathering and processing facilities, CO2 treating and transportation facilities, and drilling rig, oil field service and oil and gas marketing businesses.

        SandRidge's principal executive offices are located at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102 and its telephone number is (405) 429-5500. Its website is http://www.sandridgeenergy.com.

    The trust units do not represent interests in or obligations of SandRidge.

Key Investment Considerations

        The following are some key investment considerations related to the Underlying Properties, the royalty interests and the common units:

    The royalty interests will not be burdened by operating or capital costs.  The trust will not be responsible for any operating or capital costs associated with the Underlying Properties, including the costs to drill the Development Wells. The trust will bear its proportionate share of post-production costs, applicable taxes and trust administrative expenses.

    Exposure to oil price volatility will be mitigated through         .  Hedging arrangements covering a portion of expected production will be implemented both pursuant to a derivatives agreement between the trust and SandRidge and hedges entered into by the trust directly with unaffiliated hedge counterparties. Under the combined hedging arrangements, approximately    % of the expected production and approximately    % of the expected revenues upon which the target distributions are based from        through        will be hedged. These hedging arrangements are expected to reduce the trust's exposure to fluctuations in the price of oil through        .

    A substantial portion of the revenue and production attributable to the royalty interests has long-term exposure to oil and natural gas prices. Over the 20-year producing life of the trust, 78% of net revenues (based on March 5, 2012 strip prices) and 49% of production are projected to be derived from oil, and 22% of net revenues (based on March 5, 2012 strip prices) and 51% of production are projected to be derived from natural gas. As a result, the unhedged portion of oil production during the hedge period, all oil production after the hedge period and all natural gas production both during and after the hedge period are directly exposed to oil and natural gas prices, respectively,

 

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      and the amount of trust distributions and consequently trust performance is expected to be highly correlated to fluctuations in the price of oil and natural gas.

    There is potential for depletion of Producing Wells to be offset by development drilling.  SandRidge intends to drill the Development Wells by December 31, 2015 and is obligated to complete such drilling by December 31, 2016. Based on the anticipated drilling schedule, the average daily production net to the trust is expected to increase from actual production of 4,655 Boe/d for December 2011 to expected production of 7,753 Boe/d for January 2016, after which time production will decline until the termination of the trust.

    SandRidge's interests are aligned with those of the trust unitholders.  SandRidge has significant incentives to complete its drilling obligation and increase production from the Underlying Properties as a result of the following factors:

    SandRidge will initially have a significant economic interest in the Underlying Properties through its 20% retained interest in the Producing Wells and its 30% retained interest in the Development Wells, as well as its ownership of approximately 47.9% of the trust units. Based on these interests, SandRidge will initially have an effective average net revenue interest of 31.3% in the Producing Wells and 30.1% in the Development Wells, compared with an effective average net revenue interest for the holders of trust units other than SandRidge of 22.4% in the Producing Wells and 17.3% in the Development Wells.

    A majority of the trust units that SandRidge will own, constituting 25% of the total trust units outstanding, will be subordinated units that will not be entitled to receive distributions unless there is sufficient cash to pay the amount of the subordination threshold to the common units. These subordinated units will automatically convert into common units on a one-for-one basis, following which they will no longer be subject to the subordination threshold, at the end of the fourth full calendar quarter following SandRidge's satisfaction of its drilling obligation with respect to the Development Wells.

    To the extent that the trust has cash available for distribution in excess of the incentive thresholds during the subordination period, SandRidge will be entitled to receive 50% of such cash as incentive distributions, plus its pro rata share of the remaining 50% of such cash by virtue of its ownership of 23,000,000 trust units.

    SandRidge will not be permitted to drill and complete any wells for its own account within the AMI or sell the Underlying Properties until it has satisfied its drilling obligation.

    If SandRidge does not fulfill its drilling obligation by December 31, 2016, the trust may foreclose on the Drilling Support Lien to the extent of SandRidge's remaining interests in the undeveloped portions of the AMI (up to the maximum amount of $269.1 million, which amount will be reduced, once SandRidge has drilled 103 Development Wells, proportionately as each Development Well is drilled). See "The Trust—Development Agreement and Drilling Support Lien" beginning on page 47.

    The Mississippian formation represents a core asset for SandRidge.  The approximately 1.3 million net acres held by SandRidge in the Mississippian formation in northern Oklahoma and Kansas represent one of its core assets. SandRidge has grown its position in this part of the Mississippian formation during the last three years based on its belief that the formation can provide significant returns on invested capital and will be a key asset in growing its oil and natural gas production over the next several years. SandRidge had 19 rigs drilling horizontal wells in the Mississippian formation in northern Oklahoma and southern Kansas at the end of 2011.

    SandRidge is an experienced operator in the Mississippian formation.  Since 2009, SandRidge has drilled, as operator, 255 horizontal wells in the Mississippian formation in northern Oklahoma and

 

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      southern Kansas, 231 of which are completed and the remaining 24 of which are awaiting completion and expected to be productive. As of December 31, 2011, SandRidge estimates that it operated approximately 42% of the horizontal producing wells in the Mississippian formation in northern Oklahoma and southern Kansas, and that approximately 44% of the drilling rigs in such area were drilling for SandRidge's account. The majority of the horizontal wells drilled in the Mississippian formation in northern Oklahoma and southern Kansas have been drilled in Noble, Kay, Alfalfa, Grant and Woods counties in Oklahoma and Harper, Comanche, Sumner and Barber counties in Kansas, the same counties in which the Underlying Properties are located. SandRidge operates 79% of the Producing Wells and expects to operate approximately 67% of the Development Wells during the subordination period, allowing SandRidge to control the timing and amount of discretionary expenditures for operational and development activities with respect to the majority of the Development Wells.

    Rigs and services are readily available to allow timely drilling and completion of the Development Wells.  As of December 31, 2011, SandRidge had 19 rigs operating in the Mississippian formation in northern Oklahoma and southern Kansas and plans to drill more than 350 horizontal wells targeting the Mississippian formation in 2012, some of which are in the AMI. SandRidge estimates that four rigs will be required to complete its drilling obligation within the expected development period. SandRidge owns and operates drilling rigs and a related oil field services business that provides pulling units, trucking, rental tools, location and road construction and roustabout services. As of December 31, 2011, SandRidge owned 30 drilling rigs, which it uses to drill wells for its own account as well as that of other oil and natural gas companies. SandRidge will use a combination of its own rigs and oil field services business and third party rigs and services to drill and complete the Development Wells. SandRidge's direct access to drilling rigs and related oil field services should substantially mitigate any potential shortage of drilling and completion equipment and enable SandRidge to maintain its projected drilling schedule.

    Well control and vertical drilling and production history in the Mississippian formation significantly reduce drilling, reserve recovery and production decline risk.  The Mississippian formation's geology is well understood as a result of the thousands of vertical wells drilled and produced there since the 1940s, including 73 vertical wells drilled on the Underlying Properties, and over 500 horizontal wells drilled in the region in the Mississippian formation. With data from the vertical and horizontal wells that have been drilled, SandRidge and other operators in the region have gained a thorough understanding of how to best identify the location of productive reservoirs and potential horizontal well bore paths, the permeability and porosity of the underlying rock properties and the amount and percentage mix of recoverable oil and gas. With this and other data derived from the vertical history, operators have been able to apply modern drilling technologies to determine more efficient ways to drill, complete and generate production from wells in the formation.

    SandRidge is a recognized sponsor with a successful track record and experienced management.  SandRidge has a history of active and successful drilling. From the beginning of 2007 through December 31, 2011, SandRidge drilled 2,496 gross (2,302.5 net) oil and natural gas wells, investing approximately $6.3 billion in exploration and production activity. During this same period, SandRidge produced over 88.5 MMBoe (531.3 Bcfe) of oil and natural gas. SandRidge currently operates approximately 4,980 wells. SandRidge's executive management team averages over 25 years of experience in the oil and natural gas industry, and SandRidge's field personnel have extensive operational experience. SandRidge has recently sponsored two other royalty trusts, SandRidge Mississippian Trust I and SandRidge Permian Trust. See "SandRidge Energy, Inc.—SandRidge's Experience with Other Royalty Trusts."

 

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Proved and Probable Reserves

        Proved and Probable Reserves of Underlying Properties and Royalty Interests.    The following table sets forth estimated proved and probable reserves and the PV-10 value as of December 31, 2011 attributable to the Underlying Properties, the PDP Royalty Interest and the Development Royalty Interest, in each case derived from the reserve report. The reserve report was prepared by Netherland Sewell in accordance with criteria established by the SEC. A summary of the reserve report is included as Annex A to this prospectus.

        Reserve quantities attributable to the royalty interests are calculated by multiplying the gross reserves for each property by the royalty interest assigned to the trust in each property. The reserves related to the Underlying Properties include all of the proved and probable reserves expected to be economically produced during the life of the properties. The reserves and revenues attributable to the trust's interests include only the reserves attributable to the Underlying Properties that are expected to be produced within the 20-year period in which the trust owns the Term Royalties as well as the residual interest in the reserves that the trust will own on the Termination Date.

        Proved reserves are reserves that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. Probable reserves are reserves that are less certain to be recovered than proved reserves but that, together with proved reserves, are at least as likely as not to be recovered. Estimates of probable reserves are less certain than estimates of proved reserves and are subject to substantially greater risk of not actually being realized. With respect to the Underlying Properties, and subject to the criteria described above, the proved reserves are limited to productive units and undeveloped offset units, and the probable reserves are limited to step-out units from the proved units. There are 67 Producing Wells and 122 Development Well locations attributable to proved undeveloped, or "PUD," reserves or 1.8 Development Well locations attributable to PUD reserves for every Producing Well. There are 84 Development Well locations attributable to probable reserves or 1.3 Development Well locations attributable to probable reserves for every Producing Well. For a discussion of the uncertainties associated with estimates of probable reserves, see "Risk Factors—Actual reserves and future production may be less than current estimates, which could reduce cash distributions by the trust and the value of the trust units."

        Estimates of reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes, and other factors. See "The Underlying Properties—Oil and Natural Gas Reserves" and "The Underlying Properties—The Reserve Report" for information about the estimated reserves attributable to the trust and a discussion of the methods used to estimate such reserves and the allocation of proved and probable reserves to the trust.

 
  Proved Reserves(1)   Probable Reserves(1)  
 
  Oil
(MBbl)
  Natural
Gas
(MMcf)
  Total
(MBoe)
  PV-10
Value(2)
(Dollars in
Thousands)
  Oil
(MBbl)
  Natural
Gas
(MMcf)
  Total
(MBoe)
  PV-10
Value(2)
(Dollars in
Thousands)
 

Underlying Properties

    18,958     137,303     41,842   $ 662,121     7,611     55,679     16,891   $ 176,418  

Royalty Interests:

                                                 

PDP Royalty Interests (80%)(3)

    4,793     32,580     10,223   $ 285,978                  

Development Royalty Interests (70%)

    7,416     50,792     15,882   $ 402,631     4,579     31,075     9,758   $ 211,261  
                                   

Total

    12,210     83,371     26,105   $ 688,609     4,579     31,075     9,758   $ 211,261  
                                   

(1)
The proved and probable reserves were determined using a 12-month unweighted arithmetic average of the first-day-of-the-month prices for oil and natural gas for the period from December 31, 2010 through December 31, 2011, without giving effect to derivative transactions, and were held constant

 

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    for the life of the properties. The prices used in the reserve report, as well as SandRidge's internal reports, yield weighted average prices at the wellhead, which are based on first-day-of-the-month reference prices and adjusted for transportation and regional price differentials. The reference prices and the equivalent weighted average wellhead prices are both presented in the table below.

 
  Reference prices   Weighted average wellhead prices  
 
  Oil
(per Bbl)
  Natural gas
(per Mcf)
  Oil
(per Bbl)
  Natural gas
(per Mcf)
 

December 31, 2011

  $ 92.71   $ 4.118   $ 91.21   $ 4.118  
(2)
PV-10 is the present value of estimated future net revenue to be generated from the production of proved or probable reserves, discounted using an annual discount rate of 10%, calculated without deducting future income taxes. PV-10 is a non-GAAP financial measure and generally differs from standardized measure of discounted net cash flows, or Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. Because the historical financial information related to the Underlying Properties consists solely of revenues and direct operating expenses and does not include the effect of income taxes, we expect the PV-10 and Standardized Measure attributable to the Underlying Properties to be equivalent. Because the trust will not bear federal income tax expense, we also expect the PV-10 and Standardized Measure attributable to the royalty interests to be equivalent. Neither PV-10 nor Standardized Measure represents an estimate of the fair market value of the Underlying Properties or the royalty interests. SandRidge and others in the industry use PV-10 as a measure to compare the relative size and value of proved and probable reserves held by companies without regard to the specific tax characteristics of such entities. PV-10 for the royalty interests has been calculated without deduction for production and development costs, as the trust will not bear those costs.

(3)
Includes reserves associated with wells in the process of being completed.

 

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        Annual Production Attributable to Royalty Interests.    The following bar graph shows estimated annual production from the Producing Wells and the Development Wells based on the pricing and other assumptions set forth in the reserve report. The production estimates include the impact of additional production that is expected as a result of the drilling of the Development Wells.

Net Production to Trust

GRAPHIC

Key Risk Factors

        Below is a summary of certain key risk factors related to the Underlying Properties, the royalty interests and the common units. This list is not exhaustive. Please also read carefully the full discussion of these risks and other risks described under "Risk Factors" beginning on page 20.

    Drilling for and producing oil and natural gas on the Underlying Properties are high risk activities with many uncertainties that could delay the anticipated drilling schedule for the Development Wells and adversely affect future production from the Underlying Properties. Any such delays or reductions in production could decrease future revenues that are available for distribution to unitholders.

    Oil and natural gas prices fluctuate due to a number of factors that are beyond the control of the trust and SandRidge, and lower prices could reduce proceeds to the trust and cash distributions to unitholders.

    Actual reserves and future production may be less than current estimates, which could reduce cash distributions by the trust and the value of the trust units.

    In certain circumstances the trust may have to make cash payments under the hedging arrangements and these payments could be significant.

    Estimates of target distributions to unitholders, subordination thresholds and incentive thresholds are based on assumptions that are inherently subjective and are subject to significant business,

 

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      economic, financial, legal, regulatory and competitive risks and uncertainties that could cause actual cash distributions to differ materially from those estimated.

    The subordination of certain trust units held by SandRidge does not assure that you will in fact receive any specified return on your investment in the trust.

    The hedging arrangements for the trust will cover only a portion of the production attributable to the trust, such arrangements will limit the trust's ability to benefit from commodity price increases for hedged volumes, and such arrangements will be secured by the trust's royalty interests in the Underlying Properties and may require the trust to make cash payments in excess of its receipts. Following this offering, except in limited circumstances involving the restructuring of an existing hedge, the trust will have no ability to terminate its hedging arrangements or enter into additional hedges. The hedging counterparties may foreclose on their lien on the trust's royalty interests in certain circumstances.

    Conflicts of interest could arise between SandRidge and the trust unitholders.

    The value of the trust's royalty interest and its ultimate cash available for distribution will be highly dependent on SandRidge's ability to perform its drilling obligation and other obligations to the trust, which will depend on SandRidge's future financial condition, liquidity and access to capital, and financial performance.

    The trust's tax treatment depends on its status as a partnership for U.S. federal income tax purposes. If the U.S. Internal Revenue Service ("IRS") were to treat the trust as a corporation for U.S. federal income tax purposes, then its cash available for distribution to unitholders would be substantially reduced.

    The tax treatment of an investment in trust units could be affected by recent and potential legislative changes, possibly on a retroactive basis.

    The trust will adopt positions that may not conform to all aspects of existing Treasury Regulations. If the IRS contests the tax positions the trust takes, the value of the trust units may be adversely affected, the cost of any IRS contest will reduce the trust's cash available for distribution and income, gain, loss and deduction may be reallocated among trust unitholders.

 

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Structure of the Trust

        The following chart shows the relationship of SandRidge, the trust and the public unitholders (without giving effect to the exercise of the underwriters' over-allotment option).

GRAPHIC


*
SandRidge will have an effective average net revenue interest of 31.3% in the Producing Wells and 30.1% in the Development Wells. Public unitholders (that is, holders of trust units other than SandRidge) will have an effective average net revenue interest of 22.4% in the Producing Wells and 17.3% in the Development Wells.

 

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THE OFFERING

Common units offered to public

  25,000,000 common units (28,750,000 common units, if the underwriters exercise their over-allotment option in full)

Trust units owned by SandRidge after the offering

 

11,000,000 common units and 12,000,000 subordinated units

 

(7,250,000 common units and 12,000,000 subordinated units, if the underwriters exercise their over-allotment option in full)

 

See "The Trust—Formation Transactions."

Total units outstanding after the offering

 

48,000,000 trust units, consisting of 36,000,000 common units and 12,000,000 subordinated units

Over-allotment option

 

3,750,000 common units will be issued and retained by the trust at the initial closing, to be used to satisfy (if necessary) the over-allotment option granted to the underwriters. If the over-allotment option is exercised, the trust will sell to the underwriters such number of the retained units as is necessary to satisfy the over-allotment option, and will then deliver the net proceeds of such sale, together with any remaining unsold units, to SandRidge (or a SandRidge subsidiary) as partial consideration for the conveyance of the Perpetual Royalties. If the over-allotment option is not exercised by the underwriters, the retained units will be delivered to SandRidge (or a SandRidge subsidiary), as partial consideration for the conveyance of the Perpetual Royalties, promptly following the 30th day after the initial closing.

Directed unit program

 

The underwriters have reserved up to 5% of the common units being offered by this prospectus for sale to SandRidge's directors, officers, and certain other persons associated with SandRidge, at the initial public offering price. The sales will be made by Morgan Stanley & Co. LLC through a directed unit program. See "Underwriters—Directed Unit Program."

Use of proceeds

 

The trust is offering the common units to be sold in this offering. Assuming no exercise of the underwriters' over-allotment option and an initial public offering price of $        per common unit, the estimated net proceeds of this offering will be approximately $       million, after deducting underwriting discounts and commissions and offering expenses. The trust will deliver the net proceeds to one or more wholly-owned subsidiaries of SandRidge as part of the consideration for the conveyance of the royalty interests. See "The Trust—Formation Transactions."

 

SandRidge intends to use the offering proceeds, including proceeds from any exercise of the underwriters' over-allotment option, for general corporate purposes, which may include the funding of the drilling obligation.

Proposed NYSE symbol

 

"SDR"

 

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Trustee

 

The Bank of New York Mellon Trust Company, N.A.

Quarterly cash distributions

 

Quarterly cash distributions during the term of the trust will be made by the trustee on or about the 60th day following the end of each calendar quarter to unitholders of record on or about the 45th day following each calendar quarter. The first distribution, which will cover the first quarter of 2012, is expected to be made on or about May 30, 2012 to record unitholders as of May 15, 2012. Due to the timing of the payment of production proceeds to the trust, the trust expects that the first distribution will include sales for oil and natural gas for two months. The trustee intends to withhold $1.0 million from the first distribution to establish a cash reserve available for trust administrative expenses.

 

Actual cash distributions to the trust unitholders will fluctuate quarterly based on the quantity of oil and natural gas produced from the Underlying Properties, the prices received for oil and natural gas production, the trust's hedging arrangements and other factors. Because payments to the trust will be generated by depleting assets and production from the Underlying Properties will diminish over time, a portion of each distribution will represent a return of your original investment. Given that the production from the Underlying Properties is expected to initially increase and then subsequently decline over time, the target distributions are also expected to initially increase before declining over time.

Voting rights in the trust

 

Matters voted on by trust unitholders will generally be subject to approval by holders of a majority of the common units (excluding common units owned by SandRidge and its affiliates) and holders of a majority of the trust units, in each case voting in person or by proxy at a meeting of such holders at which a quorum is present. SandRidge will not be entitled to vote on the removal of the trustee or appointment of a successor trustee. However, at any time SandRidge and its affiliates own less than 10% of the total trust units outstanding, matters voted on by trust unitholders will be subject to approval by a majority of the trust units, including units owned by SandRidge, voting in person or by proxy at a meeting of such holders at which a quorum is present.

Termination of the trust

 

The trust will dissolve and begin to liquidate on the Termination Date, which is December 31, 2031, and will soon thereafter wind up its affairs and terminate. At the Termination Date, the Term Royalties will revert automatically to SandRidge. The Perpetual Royalties will be retained by the trust at the Termination Date and thereafter sold, and the net proceeds of the sale, as well as any remaining trust cash reserves, will be distributed to the unitholders in accordance with their interests. SandRidge will have a right of first refusal to purchase the Perpetual Royalties after the Termination Date.

 

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U.S. federal income tax considerations

 

The trust will be treated as a partnership for U.S. federal income tax purposes. Consequently, the trust will not incur any U.S. federal income tax liability. Instead, trust unitholders will be allocated an amount of the trust's income, gain, loss or deductions corresponding to their interest in the trust, which amounts may differ in timing or amount from actual distributions.

 

The Term PDP Royalty will, and the Term Development Royalty should, be treated as debt instruments for U.S. federal income tax purposes. The trust will be required to treat a portion of each payment it receives with respect to each such royalty interest as interest income in accordance with the "noncontingent bond method" under the original issue discount rules contained in the Internal Revenue Code of 1986, as amended, and the corresponding IRS regulations.

 

The Perpetual PDP Royalty and the Perpetual Development Royalty will be granted on a perpetual basis. The Perpetual PDP Royalty will, and the Perpetual Development Royalty should, be treated as mineral royalty interests for U.S. federal income tax purposes, generating ordinary income subject to depletion.

 

The terms "Term PDP Royalty," "Term Development Royalty," "Perpetual PDP Royalty," and "Perpetual Development Royalty" as used above are defined in "The Trust—Formation Transactions."

 

Please read "U.S. Federal Income Tax Considerations" for more information.

Estimated ratio of taxable income to distributions

 

SandRidge estimates that if you own the units you purchase in this offering through the record date for distributions for the period ending December 31, 2014, you will be allocated, on a cumulative basis, an amount of federal taxable income for that period that will be approximately        % of the cash distributed to you with respect to that period. For example, if you receive an annual distribution of $        per unit, the trust estimates that your average allocable federal taxable income per year will be approximately $        per unit.

 

Please read "U.S. Federal Income Tax Considerations" for more information.

 

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RISK FACTORS

        You should carefully consider the risks described below before making an investment decision. The trust's cash available for distribution could be materially adversely affected by any of these risks. The trading price of the common units could decline due to any of these risks, or you may lose all or part of your investment.

Risks Related to the Units

         Drilling for and producing oil and natural gas on the Underlying Properties are high risk activities with many uncertainties that could delay or change the anticipated drilling schedule for the Development Wells and adversely affect future production from the Underlying Properties. Any such delays or reductions in production could decrease cash that is available for distribution to unitholders.

        The drilling and completion of the Development Wells are subject to numerous risks beyond SandRidge's and the trust's control, including risks that could delay or change the current drilling schedule for the Development Wells and the risk that drilling will not result in commercially viable oil and natural gas production. Drilling for oil and natural gas can be unprofitable if dry wells are drilled and if productive wells do not produce sufficient revenues to return a profit. SandRidge's and any third-party operators' decisions to develop or otherwise exploit certain areas within the AMI will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. The estimated costs of drilling, completing and operating wells are uncertain before drilling commences. Overruns in budgeted expenditures are common risks that can make a particular project uneconomical. A Development Well that is successfully completed may not pay out the capital costs spent to drill it. Drilling and production operations on the Underlying Properties may be curtailed, delayed or canceled as a result of various factors, including the following:

    delays imposed by or resulting from compliance with regulatory requirements including permitting;

    unusual or unexpected geological formations and miscalculations;

    shortages of or delays in obtaining equipment and qualified personnel;

    shortages of or delays in obtaining water for hydraulic fracturing operations;

    equipment malfunctions, failures or accidents;

    lack of available gathering facilities or delays in construction of gathering facilities;

    lack of available capacity on interconnecting transmission pipelines;

    lack of adequate electrical infrastructure;

    unexpected operational events and drilling conditions;

    pipe or cement failures and casing collapses;

    pressures, fires, blowouts, and explosions;

    lost or damaged drilling and service tools;

    loss of drilling fluid circulation;

    uncontrollable flows of oil, natural gas, brine, water or drilling fluids;

    natural disasters;

    environmental hazards, such as oil and natural gas leaks, pipeline ruptures and discharges of toxic gases or well fluids;

    adverse weather conditions such as extreme cold, fires caused by extreme heat or lack of rain, and severe storms or tornadoes;

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    reductions in oil and natural gas prices;

    oil and natural gas property title problems; and

    market limitations for oil and natural gas.

        In the event that drilling of the Development Wells is delayed or the Producing Wells or Development Wells have lower than anticipated production due to one of the factors above, or for any other reason, cash distributions to unitholders may be reduced. In addition, wells drilled in the Mississippian formation in the AMI typically produce a large volume of water, which requires the drilling of saltwater disposal wells. SandRidge's inability to drill these wells or otherwise dispose of the water produced from the Producing Wells and Development Wells in an efficient manner could delay production and therefore the trust's receipt of proceeds from the royalty interests. Under the Development Agreement, SandRidge will receive credit for drilling a Development Well if the well is drilled in the AMI and perforated (or made ready to commence stimulation) horizontally for completion in the Mississippian formation, even if such well does not successfully produce hydrocarbons.

         Oil and natural gas prices fluctuate due to a number of factors that are beyond the control of the trust and SandRidge, and lower prices could reduce proceeds to the trust and cash distributions to unitholders.

        The trust's reserves and quarterly cash distributions are highly dependent upon the prices realized from the sale of oil and natural gas. The markets for these commodities are very volatile. Oil and natural gas prices can fluctuate widely in response to a variety of factors that are beyond the control of the trust and SandRidge. These factors include, among others:

    regional, domestic and foreign supply, and perceptions of supply, of oil and natural gas;

    the price of foreign imports;

    U.S. and worldwide political and economic conditions;

    the level of demand, and perceptions of demand, for oil and natural gas;

    weather conditions and seasonal trends;

    anticipated future prices of oil and natural gas, alternative fuels and other commodities;

    technological advances affecting energy consumption and energy supply;

    the proximity, capacity, cost and availability of pipeline infrastructure, treating, transportation and refining capacity;

    natural disasters and other acts of force majeure;

    domestic and foreign governmental regulations and taxation;

    energy conservation and environmental measures; and

    the price and availability of alternative fuels.

        For oil, from January 1, 2008 through December 31, 2011, the highest monthly NYMEX settled price was $140.00 per Bbl and the lowest was $41.68 per Bbl. For natural gas, from January 1, 2008 through December 31, 2011, the highest monthly NYMEX settled price was $13.11 per MMBtu and the lowest was $2.84 per MMBtu. In addition, the market price of oil and natural gas is generally higher in the winter months than during other months of the year due to increased demand for oil and natural gas for heating purposes during the winter season.

        Lower oil and natural gas prices will reduce proceeds to which the trust is entitled and may ultimately reduce the amount of oil and natural gas that is economic to produce from the Underlying Properties. As a result, SandRidge or any third-party operator of any of the Underlying Properties could determine during periods of low oil and natural gas prices to shut in or curtail production from wells on the Underlying

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Properties. In addition, the operator of the Underlying Properties could determine during periods of low oil and natural gas prices to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. Specifically, SandRidge or any third party operator may abandon, at its cost, any well or property if it reasonably believes that the well or property can no longer produce oil and natural gas in commercially economic quantities. This could result in termination of the portion of the royalty interest relating to the abandoned well or property, and SandRidge would have no obligation to drill a replacement well. In addition, lower oil and natural gas prices could make it more likely that leases in the undeveloped acreage will expire at the end of their respective primary terms as a result of the failure to establish production from such leasehold acreage in commercially paying quantities prior to such date. The volatility of oil and natural gas prices also reduces the accuracy of target distributions to trust unitholders. For a discussion of certain risks related to the trust's hedging arrangements, see "—The hedging arrangements for the trust will cover only a portion of the production attributable to the trust, and such arrangements will limit the trust's ability to benefit from commodity price increases for hedged volumes above the corresponding hedge price."

         Actual reserves and future production may be less than current estimates, which could reduce cash distributions by the trust and the value of the trust units.

        The value of the trust units and the amount of future cash distributions to the trust unitholders will depend upon, among other things, the accuracy of the reserves estimated to be attributable to the trust's royalty interests. It is not possible to measure underground accumulations of oil and natural gas in an exact way, and estimating reserves is inherently uncertain. Further, estimates of probable reserves are, by definition, less certain than estimates of proved reserves and are subject to substantially greater risk of not actually being realized. As discussed below, the process of estimating oil and natural gas reserves requires interpretations of available technical data and many assumptions. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves shown in this prospectus. This could result in actual production and revenues for the Underlying Properties being materially less than estimated amounts.

        In order to prepare the estimates of reserves attributable to the Underlying Properties and the trust, SandRidge and the trust must project production rates and the timing of development expenditures. In so doing, SandRidge and the trust must analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary.

        In addition, petroleum engineers are required to make subjective estimates of underground accumulations of oil and natural gas based on factors and assumptions that include:

    historical production from the area compared with production rates from other producing areas;

    oil and natural gas prices, production levels, Btu content, production expenses, transportation costs, severance and excise taxes and capital expenditures; and

    the assumed effect of governmental regulation.

        Changes in these assumptions or actual production costs incurred and results of actual development could materially decrease reserve estimates and, because they are inherently less certain than proved reserves, this variability is likely to be higher for probable reserves estimates.

        Estimates of reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes, and other factors. See "The Underlying Properties—Oil and Natural Gas Reserves" and "The Underlying Properties—The Reserve Report" for information about the estimated reserves attributable to the trust and a discussion of the methods used to estimate such reserves and the allocation of proved and probable reserves to the trust.

        Reserve estimates for fields that do not have a lengthy production history are less reliable than estimates for fields with lengthy production histories. Less production history may contribute to less accurate estimates of reserves, future production rates and the timing of development expenditures. Most

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of the Producing Wells have been operational for less than one year and estimated reserves vary substantially from well to well and are not directly correlated to perforated lateral length or completion technique. Historical production data from vertical wells drilled in the AMI analyzed by SandRidge and Netherland Sewell may not accurately predict future production from horizontal wells. The lack of operational history for horizontal wells in the Mississippian formation may also contribute to the inaccuracy of estimates of reserves. A material and adverse variance of actual production, revenues and expenditures from those underlying reserve estimates would have a material adverse effect on the financial condition, results of operations and cash flows of the trust and would reduce cash distributions to trust unitholders. As with all horizontal drilling programs, there is a risk that some or all of a horizontal well could miss the target reservoir. As a result, you may not receive the benefit of the total amount of reserves reflected in the reserve report, notwithstanding the fact that SandRidge has satisfied its drilling obligation. See "Summary—The Development Wells."

         In certain circumstances the trust may have to make cash payments under the hedging arrangements and these payments could be significant; such arrangements will be secured by the trust's royalty interests in the Underlying Properties.

        If actual production is below the amounts forecast in the reserve report and oil prices rise, the hedging arrangements entered into by the trust may result in the trust having to make cash payments under the hedging arrangements which could, in certain circumstances, be significant. Swap contracts underlying the derivatives agreement between SandRidge and the trust and swap contracts entered into between the trust and unaffiliated hedge counterparties provide the trust with the right to receive from SandRidge or the hedge counterparties, as applicable, the excess of the fixed price specified in the hedge contract over a floating market price, multiplied by the volume of production hedged. If the floating market price exceeds the specified fixed price, the trust must pay SandRidge or its hedge counterparties, as applicable, this difference in price multiplied by the volume of production hedged, even if the production attributable to the trust's royalty interests is insufficient to cover the volume of production specified in the applicable hedge contracts. Accordingly, if the production attributable to the trust's royalty interests is less than the volume hedged and the floating market price exceeds the specified fixed price, the trust will have to make payments against which it will have insufficient offsetting cash receipts from the sale of production attributable to its royalty interests. Furthermore, if one or more of the purchasers of the production attributable to the Underlying Properties defaults on a payment obligation, the trust may have insufficient cash receipts to make payments under the hedging arrangements. If these payments become too large, the trust's liquidity and cash available for distribution may be adversely affected.

        In addition, the trust's obligations to the counterparties under its direct hedge contracts will be secured by a first priority lien on the trust's royalty interests in the Underlying Properties. If the trust fails to make any required payments to its unaffiliated hedge counterparties, these counterparties will have a right to foreclose on the trust's royalty interests and may sell the trust's royalty interests in order to satisfy the trust's payment obligations. Following foreclosure by the hedging counterparties, the counterparties may not be able to secure a replacement operator and any amounts recovered in such foreclosure action would not result in any distribution to the trust unitholders. In addition, the trust's hedging arrangements will contain a prohibition on the trust granting additional liens on any of its properties, other than customary permitted liens and liens in favor of the trustees of the trust. Please see "The Trust—Hedging Arrangements" for more details on the prices and production volumes associated with the trust's hedging arrangements.

         Estimates of the target distributions to unitholders, subordination thresholds and incentive thresholds are based on assumptions that are inherently subjective and are subject to significant business, economic, financial, legal, regulatory and competitive risks and uncertainties that could cause actual cash distributions to differ materially from those estimated.

        The estimates of target distributions to unitholders, subordination thresholds and incentive thresholds, as set forth in this prospectus, are based on SandRidge's calculations, and SandRidge has not

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received an opinion or report on such calculations from any independent accountants, financial advisers, or engineers. Such calculations are based on assumptions about drilling, production, oil and natural gas prices, hedging activities, capital expenditures, expenses, tax rates and production tax credits under state law, the location of Development Wells, and other matters that are inherently uncertain and are subject to significant business, economic, financial, legal, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those estimated. For example, these estimates have assumed that oil and natural gas production is sold at prices based on estimated realized prices for January and February 2012 and monthly NYMEX forward pricing as of March 5, 2012 for the 34-month period ending December 31, 2014, and assumed price increases after December 31, 2014 of 2.5% annually, capped at $120.00 per Bbl of oil in September 2023 and $6.42 per MMBtu of natural gas in December 2031; however, actual sales prices may be significantly lower. Additionally, these estimates assume that the Development Wells will be drilled on SandRidge's current anticipated schedule at the locations referenced in the reserve report and that the related Underlying Properties will achieve production volumes set forth in the reserve report; however, the drilling of the Development Wells may be delayed. Development Wells may be drilled at locations with higher post-production expenses and applicable taxes and actual production volumes may be significantly lower than estimated. Further, after wells are completed, production operations may be curtailed, delayed or terminated as a result of a variety of risks and uncertainties, including those described above under "—Drilling for and producing oil and natural gas on the Underlying Properties are high risk activities with many uncertainties that could delay the anticipated drilling schedule for the Development Wells and adversely affect future production from the Underlying Properties. Any such delays or reductions in production could decrease cash that is available for distribution to unitholders."

        Furthermore, neither the target distribution nor the subordination threshold for each quarter during the subordination period necessarily represents the actual cash distributions you will receive. To the extent actual production volumes or sales prices of oil and natural gas differ from the assumptions used to generate the target distributions, the actual distributions you receive may be lower than the target distribution and the subordination threshold for the applicable quarter. For example, drilling of the Development Wells ahead of the schedule assumed when the target distribution amounts were determined could cause actual distributions to fall below the target distribution amounts or subordination thresholds in later periods. A cash distribution to trust unitholders below the target distribution amount or the subordination threshold may materially adversely affect the market price of the trust units.

         The subordination of certain trust units held by SandRidge does not assure that you will in fact receive any specified return on your investment in the trust.

        Although SandRidge will not be entitled to receive any distribution on its subordinated units unless there is enough cash for all of the common units to receive a distribution equal to the subordination threshold for such quarter (which is 20% below the target distribution level for the corresponding quarter), the subordinated units constitute only a 25% interest in the trust, and this feature does not guarantee that common units will receive a distribution equal to the subordination threshold, or any distribution at all. Additionally, the subordination period will terminate and the subordinated units will automatically convert into common units on a one-for-one basis, following which they will no longer be subject to the subordination threshold, at the end of the fourth full calendar quarter following SandRidge's satisfaction of its drilling obligation with respect to the Development Wells.

        Quarterly cash distributions will be made by the trust based on the proceeds received by the trust pursuant to the royalty interests for the preceding calendar quarter. If a quarterly cash distribution is lower than the target distribution amount or subordination threshold set forth in this prospectus for any quarter, the common units will not be entitled to receive any additional distributions nor will the units be entitled to arrearages in any future quarter.

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         The historical and pro forma financial information included in this prospectus may not be representative of the trust's future distributable income.

        The historical financial information for the Underlying Properties included in this prospectus is derived from SandRidge's historical financial statements for periods prior to the trust's initial public offering without giving effect to the terms and conditions of the royalty interests and, as a result, does not reflect what the trust's distributable income will be in the future.

        In preparing the pro forma statement of distributable income included in this prospectus, SandRidge has made adjustments to the historical financial information for the Underlying Properties based upon currently available information and upon assumptions that SandRidge's management believes are reasonable in order to reflect, on a pro forma basis, the impact of the conveyance of the royalty interests to the trust and the other items discussed in the unaudited pro forma financial statement and related notes. The estimates and assumptions used in the calculation of the pro forma financial information in this prospectus may be materially different from the trust's actual experience. Accordingly, the pro forma financial information included in this prospectus does not purport to represent what the trust's distributable income would actually have been had it been in operation during the periods presented or what the trust's distributable income will be in the future, nor does the pro forma financial information give effect to any events other than those discussed in the unaudited pro forma financial statement and related notes.

         Shortages or increases in costs of equipment, services and qualified personnel could delay the drilling of the Development Wells and result in a reduction in the amount of cash available for distribution.

        The demand for qualified and experienced personnel to conduct field operations, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with oil and natural gas prices, causing periodic shortages. Historically, there have been shortages of drilling rigs and other equipment as demand for rigs and equipment has increased along with the number of wells being drilled. These factors also cause significant increases in costs for equipment, services and personnel. Higher oil and natural gas prices generally stimulate demand and result in increased prices for drilling rigs, crews and associated supplies, equipment and services. Shortages of field personnel and equipment or price increases could significantly hinder SandRidge's ability to perform the drilling obligation and delay completion of the Development Wells, which would reduce future distributions to trust unitholders.

         Due to the trust's lack of industry and geographic diversification, adverse developments in the trust's existing area of operation could adversely impact its financial condition, results of operations and cash flows and reduce its ability to make distributions to the unitholders.

        The Underlying Properties will be operated for oil and natural gas production only and are focused exclusively in the Mississippian formation in northern Oklahoma and southern Kansas. This concentration exposes the trust's interests to operational and regulatory risk in that area. Due to the lack of diversification in industry type and location of the trust's interests, adverse developments in the oil and natural gas market or the area of the Underlying Properties, including, for example, transportation or treatment capacity constraints, curtailment of production or treatment plant closures for scheduled maintenance, could have a significantly greater impact on the trust's financial condition, results of operations and cash flows than if the trust's royalty interests were more diversified.

         The generation of proceeds for distribution by the trust depends in part on access to and the operation of gathering, transportation and processing facilities. Limitations in the availability of those facilities could interfere with sales of oil and natural gas production from the Underlying Properties.

        The amount of oil and natural gas that may be produced and sold from any well to which the Underlying Properties relate is subject to curtailment in certain circumstances, such as by reason of weather conditions, pipeline interruptions due to scheduled and unscheduled maintenance, failure of tendered oil and natural gas to meet quality specifications of gathering lines or downstream transporters,

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excessive line pressure which prevents delivery, physical damage to the gathering system or transportation system or lack of contracted capacity on such systems. The curtailments may vary from a few days to several months. In many cases, SandRidge is provided limited notice, if any, as to when production will be curtailed and the duration of such curtailments. If SandRidge is forced to reduce production due to such a curtailment, the revenues of the trust and the amount of cash distributions to the trust unitholders would similarly be reduced due to the reduction of proceeds from the sale of production.

        Some of the Development Wells on the Underlying Properties may be drilled in locations that currently are not serviced by natural gas gathering and transportation pipelines or locations in which existing gathering and transportation pipelines do not have sufficient capacity to transport additional production. As a result, SandRidge may not be able to sell the natural gas production from certain Development Wells until the necessary gathering systems and/or transportation pipelines are constructed or until the necessary transportation capacity on an interstate pipeline is obtained. In particular, the system SandRidge intends to use to compress and process the natural gas produced from certain of the Underlying Properties could be near its capacity and may not be able to process all of SandRidge's gas. Any delay in the expansion of such system or the construction or expansion of any other natural gas gathering systems beyond the currently estimated construction schedules, or a delay in the procurement of additional transportation capacity would delay the receipt of any proceeds that may be associated with the natural gas production from the Development Wells.

         Title deficiencies with respect to the Underlying Properties could adversely affect SandRidge's rights to production from the Underlying Properties.

        The existence of title deficiencies with respect to the Underlying Properties could reduce the value or render properties worthless, thus adversely affecting the distributions to unitholders. SandRidge does not obtain title insurance covering oil, gas and mineral leaseholds. Additionally, undeveloped leasehold acreage has greater risk of title defects than developed acreage.

        SandRidge has not necessarily obtained drilling title opinions on all of the Underlying Properties. Prior to drilling of a Development Well, SandRidge intends to obtain a drilling title opinion to identify defects in title to the leasehold. Frequently, as a result of title examinations, certain curative work may be required to correct identified title defects, and such curative work entails time and expense. SandRidge's inability or failure to cure title defects could render some locations undrillable or cause SandRidge to lose its rights to some or all production from some of the Underlying Properties, which could result in a reduction in proceeds available for distribution to unitholders and the value of the trust units if a comparable additional location to drill a Development Well cannot be identified.

         The trust is passive in nature and will have no voting rights in SandRidge, managerial, contractual or other ability to influence SandRidge, or control over the field operations of, sale of oil and natural gas from, or development of, the Underlying Properties.

        Trust unitholders have no voting rights with respect to SandRidge and, therefore, will have no managerial, contractual or other ability to influence SandRidge's activities or operations of the Underlying Properties. In addition, some of the Development Wells may be operated by third parties unrelated to SandRidge. Such third party operators may not have the operational expertise of SandRidge within the AMI. Oil and natural gas properties are typically managed pursuant to an operating agreement among the working interest owners in the properties. Under these arrangements, the operator is typically responsible for making all decisions relating to drilling activities, sale of production, compliance with regulatory requirements and other matters that affect the property. The failure of an operator to adequately perform operations could reduce production from the Underlying Properties and cash available for distribution to unitholders. Neither the trustee nor the trust unitholders has any contractual ability to influence or control the field operations of, sale of oil and natural gas from, or future development of, the Underlying Properties.

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         The oil and natural gas reserves estimated to be attributable to the Underlying Properties of the trust are depleting assets and production from those reserves will diminish over time. Furthermore, the trust is precluded from acquiring other oil and gas properties or royalty interests to replace the depleting assets and production.

        The proceeds payable to the trust from the royalty interests are derived from the sale of the production of oil and natural gas from the Underlying Properties. The oil and natural gas reserves attributable to the Underlying Properties are depleting assets, which means that the reserves of oil and natural gas attributable to the Underlying Properties will decline over time as will the quantity of oil and natural gas produced from the Underlying Properties.

        Future maintenance may affect the quantity of proved reserves that can be economically produced from the Underlying Properties to which the wells relate. The timing and size of these projects will depend on, among other factors, the market prices of oil and natural gas. With the exception of SandRidge's commitment to drill the Development Wells, SandRidge has no contractual obligation to make capital expenditures on the Underlying Properties in the future. Furthermore, for properties on which SandRidge is not designated as the operator, SandRidge has no control over the timing or amount of those capital expenditures. SandRidge also has the right to non-consent and not participate in the capital expenditures on properties for which it is not the operator, in which case SandRidge and the trust will not receive the production resulting from such capital expenditures. If SandRidge or other operators of the wells to which the Underlying Properties relate do not implement maintenance projects when warranted, the future rate of production decline of proved reserves may be higher than the rate currently expected by SandRidge or estimated in the reserve report.

        The trust agreement will provide that the trust's business activities will generally be limited to owning the royalty interests and entering into the hedging arrangements and activities reasonably related thereto, including activities required or permitted by the terms of the conveyances related to the royalty interests. As a result, the trust will not be permitted to acquire other oil and gas properties or royalty interests to replace the depleting assets and production attributable to the trust.

         An increase in the differential between the price realized by SandRidge for oil and natural gas produced from the Underlying Properties and the NYMEX or other benchmark price of oil or natural gas could reduce the proceeds to the trust and therefore the cash distributions by the trust and the value of trust units.

        The prices received for SandRidge's oil and natural gas production usually fall below benchmark prices such as NYMEX. The difference between the price received and the benchmark price is called a differential. The amount of the differential will depend on a variety of factors, including discounts based on the quality and location of hydrocarbons produced, Btu content and post-production costs. These factors can cause differentials to be volatile from period to period. SandRidge has little or no control over the factors that determine the amount of the differential, and cannot accurately predict differentials for natural gas or crude oil. Increases in the differential between the realized price of oil or natural gas and the benchmark price for oil or natural gas could reduce the proceeds to the trust and therefore the cash distributions made by the trust and the value of the trust units. The estimated realized prices for natural gas used to prepare the target distributions are the NYMEX futures prices for natural gas, and the estimated realized prices for oil used to prepare the target distributions assume a $5.03 per barrel negative differential from the NYMEX futures prices for oil. For more information on the differentials assumed for purposes of preparing the target distributions, see "Target Distributions and Subordination and Incentive Thresholds—Significant Assumptions Used to Calculate the Target Distributions."

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         The amount of cash available for distribution by the trust will be reduced by post-production costs and applicable taxes associated with the trust's royalty interests, trust expenses and incentive distributions payable to SandRidge.

        The amount of post-production costs, taxes, expenses borne by the trust and incentive distributions payable to SandRidge may vary materially from quarter-to-quarter. The extent by which the costs and expenses of the trust are higher or lower in any quarter will directly decrease or increase the amount received by the trust and available for distribution to the unitholders. For a further summary of post-production costs and applicable taxes for the producing lives of the Producing Wells and Development Wells, see "The Underlying Properties." Historical post-production costs and taxes, however, may not be indicative of future post-production costs and taxes.

         The hedging arrangements for the trust will cover only a portion of the production attributable to the trust, and such arrangements will limit the trust's ability to benefit from commodity price increases for hedged volumes above the corresponding hedge price.

        Under the trust's hedging arrangements, approximately            % of the expected production and approximately            % of the expected revenues upon which the target distributions are based from                        through                         will be hedged. The remaining estimated production of oil during that time, all production of natural gas during that time, and all production after such time will not be hedged. With respect to unhedged volumes and periods, the trust will not be protected against the price risks inherent in holding interests in oil and natural gas, commodities that are frequently characterized by significant price volatility. Furthermore, the use of hedging arrangements will limit the trust's ability to benefit from increases in oil prices above the hedge price on the portion of the production attributable to the trust's royalty interests that is hedged.

        The trust's receipt of any payments due to it based on the trust's hedge contracts with unaffiliated hedge counterparties and the derivatives agreement with SandRidge depends upon the financial position of the trust's unaffiliated hedging counterparties, SandRidge and SandRidge's hedging counterparties. The trust's counterparties under its hedge contracts with unaffiliated third parties will be institutions with a corporate credit rating of at least A-/A3 as rated by Standard & Poor's or Moody's. The trust's counterparty under the derivatives agreement is SandRidge, whose counterparties will also be institutions with a corporate credit rating of at least A-/A3. In the event that any of the counterparties to the oil hedge contracts default on their obligations to make payments under such contracts, the cash distributions to the trust unitholders would likely be materially reduced as the hedge payments are intended to provide additional cash to the trust during periods of lower oil prices. SandRidge will not be required to make payments to the trust under the derivatives agreement to the extent of payment defaults by SandRidge's hedge contract counterparties. Following this offering, except in limited circumstances involving the restructuring of an existing hedge, the trust will have no ability to terminate its hedge contracts or enter into additional hedges of its own. See "—SandRidge's ability to satisfy its obligations to the trust depends on its financial position, and in the event of a default by SandRidge in its obligation to drill the Development Wells, or in the event of SandRidge's bankruptcy, it may be expensive and time-consuming for the trust to exercise its remedies."

         For Development Wells drilled on properties where SandRidge is not the operator, SandRidge will rely on third party operators to drill the Development Wells, and for Development Wells where SandRidge is the operator, SandRidge may rely on third party servicers to conduct the drilling operations.

        SandRidge expects to operate approximately 67% of the Development Wells during the subordination period. For Development Wells drilled on properties where SandRidge is not the operator, however, SandRidge will rely on third party operators to drill the Development Wells. In addition, where SandRidge is the operator of a Development Well, it may rely on third party service providers to perform the necessary drilling operations. The ability of third-party operators to help SandRidge meet the drilling

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obligation, and the ability of third-party servicers to perform drilling operations for SandRidge, will depend on those operators' future financial condition and economic performance and access to capital, which, in turn, will depend upon the supply and demand for oil and natural gas, prevailing economic conditions and financial, business and other factors. The failure of a third-party operator to adequately perform operations could delay drilling or completion of wells, or reduce production from the Underlying Properties and the cash available for distribution to trust unitholders. SandRidge may be provided little or no notice by these operators that they are failing to drill the Development Wells in accordance with pre-existing schedules. If the Development Wells take longer to be drilled and completed than currently anticipated, this may delay revenue attributable to the production of oil and natural gas by such wells. The revenues distributable to the trust and the amount of cash distributable to the trust unitholders would similarly be delayed.

        Because SandRidge does not have a majority working interest in the non-operated properties comprising the Underlying Properties, SandRidge may not be able to remove the operator in the event of poor or untimely performance. If the Development Wells take longer to be drilled than currently anticipated, this may delay revenue attributable to the production of oil and natural gas by such wells. The revenues distributable to the trust and the amount of cash distributable to the trust unitholders would similarly be delayed.

         Production of oil and natural gas on the Underlying Properties could be materially and adversely affected by severe or unseasonable weather.

        Production of oil and natural gas on the Underlying Properties could be materially and adversely affected by severe weather. Repercussions of severe weather conditions may include:

    evacuation of personnel and curtailment of operations;

    weather-related damage to drilling rigs or other facilities, resulting in suspension of operations;

    inability to deliver materials to worksites; and

    weather-related damage to pipelines and other transportation facilities.

        In addition, SandRidge's hydraulic fracturing operations require significant quantities of water. Certain regions in which SandRidge operates, including parts of Oklahoma and southern Kansas, recently have experienced drought conditions. Any diminished access to water for use in hydraulic fracturing, whether due to usage restrictions or drought or other weather conditions, could curtail SandRidge's operations or otherwise result in delays in operations or increased costs.

         The initial public offering price of the common units may not be indicative of future ending prices, there has been no public market for the common units, and no independent appraisal of the value of the royalty interests has been performed.

        The initial public offering price of the common units will be determined by negotiation among SandRidge, the trust and the underwriters. Among the factors to be considered in determining the initial public offering price, in addition to prevailing market conditions, will be current and historical oil and natural gas prices, current and prospective conditions in the supply and demand for oil and natural gas, reserve and production quantities estimated for the royalty interests and the trust's cash distributions prospects. None of SandRidge, the trust or the underwriters will obtain any independent appraisal or other opinion of the value of the royalty interests other than the reserve report prepared by Netherland Sewell.

         The trust is managed by a trustee who cannot be replaced except at a special meeting of trust unitholders.

        The business and affairs of the trust will be managed by the trustee. Your voting rights as a trust unitholder are more limited than those of stockholders of most public corporations. For example, there is no requirement for annual meetings of trust unitholders or for an annual or other periodic re-election of

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the trustee. The trust agreement provides that the trustee may only be removed and replaced by the holders of a majority of the outstanding trust units, excluding trust units held by SandRidge, voting in person or by proxy at a special meeting of trust unitholders at which a quorum is present called by either the trustee or the holders of not less than 10% of the outstanding trust units. As a result, it may be difficult for public unitholders to remove or replace the trustee without the cooperation of holders of a substantial percentage of the outstanding trust units.

         Trust unitholders have limited ability to enforce provisions of the royalty interests, and SandRidge's liability to the trust is limited.

        If the trustee does not take appropriate action to enforce provisions of the conveyances creating the royalty interests a trust unitholder's recourse would be limited to bringing a lawsuit against the trustee to compel the trustee to take specified actions. The trust agreement expressly limits a trust unitholder's ability to directly sue SandRidge or any other party other than the trustee. As a result, trust unitholders will not be able to sue SandRidge or any future owner of the Underlying Properties to enforce the trust's rights under the conveyances. Furthermore, the royalty interest conveyances provide that, except as set forth in the conveyances, SandRidge will not be liable to the trust for the manner in which it performs its duties in operating the Underlying Properties as long as it acts in good faith and, to the fullest extent permitted by law, will owe no fiduciary duties to the trust or the unitholders.

         Courts outside of Delaware may not recognize the limited liability of the trust unitholders provided under Delaware law.

        Under the Delaware Statutory Trust Act, trust unitholders will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit under the General Corporation Law of the State of Delaware. However, courts in jurisdictions outside of Delaware may not give effect to such limitation.

         Sales of trust units by SandRidge could have an adverse impact on the trading price of the common units.

        After the closing of the offering, SandRidge will hold an aggregate of 11,000,000 common units and 12,000,000 subordinated units. All of the subordinated units will automatically convert into common units on a one-for-one basis at the end of the subordination period. SandRidge has agreed not to sell any trust units for a period of 180 days after the date of this prospectus without the consent of Morgan Stanley & Co. LLC and Raymond James & Associates, Inc., acting as representatives of the several underwriters. See "Trust Units Eligible for Future Sale—SandRidge Lock-up Agreement." After such period, SandRidge may sell trust units in the public or private markets, and any such sales could have an adverse impact on the price of the common units or on any trading market that may develop. The trust has granted registration rights to SandRidge, which, if exercised, would facilitate sales of common units by SandRidge to the public. See "Trust Units Eligible for Future Sale—Registration Rights Agreement."

         SandRidge could have interests that conflict with the interests of the trust and trust unitholders.

        As a working interest owner in the Underlying Properties, SandRidge could have interests that conflict with the interests of the trust and the trust unitholders. For example:

    Notwithstanding its drilling obligation to the trust, SandRidge's interests may conflict with those of the trust and the trust unitholders in situations involving the development, maintenance, operation or abandonment of the Underlying Properties. Additionally, SandRidge may, consistent with its obligation to act as a reasonably prudent operator, abandon a well that is uneconomic, or not generating revenues from production in excess of its operating costs, even though such well is still generating revenue for the trust unitholders. Subsequent to fulfilling its drilling obligation, SandRidge may make decisions with respect to expenditures and decisions to allocate resources on projects in other areas that adversely affect the Underlying Properties, including reducing

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      expenditures on these properties, which could cause oil and natural gas production to decline at a faster rate and thereby result in lower cash distributions by the trust in the future.

    Following the satisfaction of its drilling obligation to the trust, SandRidge may, without the consent or approval of the trust unitholders, sell all or any part of its retained interest in the Underlying Properties, if the Underlying Properties are sold subject to and burdened by the royalty interests. Such sale may not be in the best interests of the trust and the trust unitholders. For example, any purchaser may lack SandRidge's experience in the Mississippian formation or its creditworthiness. See "—SandRidge may sell all or a portion of the Underlying Properties, subject to and burdened by the royalty interests, after satisfying its drilling obligation to the trust; any such purchaser could have a weaker financial position and/or be less experienced in oil and natural gas development and production than SandRidge" and "Description of the Royalty Interests—Additional Features of the Royalty Interests—Sale and Release of Underlying Properties."

    Following the satisfaction of its drilling obligation to the trust, SandRidge may, without the consent or approval of the trust unitholders, require the trust to release royalty interests with an aggregate value of up to $5.0 million during any 12-month period in connection with a sale by SandRidge of a portion of its retained interest in the Underlying Properties. The fair value received by the trust for such royalty interests may not fully compensate the trust for the value of future production attributable to the royalty interests disposed of. See "Description of the Royalty Interests—Additional Features of the Royalty Interests—Sale and Release of Underlying Properties."

    SandRidge is permitted under the conveyance agreements creating the royalty interests to enter into new processing and transportation contracts without obtaining bids from or otherwise negotiating with any independent third parties, and SandRidge will deduct from the trust's proceeds any charges under such contracts attributable to production from the trust properties.

    After expiration of a 180-day lock-up period, SandRidge can sell its units regardless of the effects such sale may have on common unit prices or on the trust itself. Additionally, SandRidge can vote its trust units in its sole discretion.

        In addition, SandRidge has agreed that, if at any time the trust's cash on hand (including available cash reserves) is not sufficient to pay the trust's ordinary course administrative expenses as they become due, SandRidge will loan funds to the trust necessary to pay such expenses. Any such loan will be on an unsecured basis, and the terms of such loan will be substantially the same as those which would be obtained in an arms' length transaction between SandRidge and an unaffiliated third party. If SandRidge provides such funds to the trust, it would become a creditor of the trust and its interests as a creditor could conflict with the interests of unitholders. Finally, as hedge manager to the trust, SandRidge will have the ability to negotiate the terms of any novation or transfer of any hedge contract to which it is a party to the trust.

         SandRidge may sell all or a portion of the Underlying Properties, subject to and burdened by the royalty interests, after satisfying its drilling obligation to the trust; any such purchaser could have a weaker financial position and/or be less experienced in oil and natural gas development and production than SandRidge.

        You will not be entitled to vote on any sale of the Underlying Properties if the Underlying Properties are sold subject to and burdened by the royalty interests and the trust will not receive any proceeds from any such sale. The purchaser would be responsible for all of SandRidge's obligations relating to the royalty interests on the portion of the Underlying Properties sold, and SandRidge would have no continuing obligation to the trust for those properties. Additionally, SandRidge may enter into farmout or joint venture arrangements with respect to the wells burdened by the trust's royalty interest. Any purchaser, farmout counterparty or joint venture partner could have a weaker financial position and/or be less experienced in oil and natural gas development and production than SandRidge.

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         SandRidge's ability to satisfy its obligations to the trust depends on its financial position, and in the event of a default by SandRidge in its obligation to drill the Development Wells, or in the event of SandRidge's bankruptcy, it may be expensive and time-consuming for the trust to exercise its remedies.

        The value of the trust's royalty interest and its ultimate cash available for distribution will be highly dependent on SandRidge's performance and its ability to satisfy its numerous obligations to the trust. These obligations include the development agreement, pursuant to which SandRidge will be obligated to drill, or cause to be drilled, the Development Wells at its own expense, and the conveyances, which provide that SandRidge will be obligated to market, or cause to be marketed, the oil and natural gas production related to the Underlying Properties. Additionally, SandRidge will have obligations to make payments to the trust under the derivatives agreement. In the event that SandRidge defaults on its obligation to make payments under the derivatives agreement, the cash distributions to the trust unitholders may be materially reduced as these payments are intended to provide additional cash to the trust during periods of lower oil and natural gas prices.

        SandRidge has drilling obligations to two other royalty trusts, which will require it to make capital expenditures over the next several years at the same time it plans to drill the Development Wells. SandRidge's ability to satisfy its drilling obligation to the trust will depend on, among other things, the availability of sufficient funds and drilling rigs. More generally, SandRidge's ability to satisfy its drilling obligation to the trust and to perform its other obligations to the trust will depend on its future financial condition and economic performance and access to capital, which in turn will depend upon the supply and demand for oil and natural gas, prevailing economic conditions and financial, business and other factors, many of which are beyond SandRidge's control. See "SandRidge Energy, Inc." and "Where You Can Find More Information" for additional information relating to SandRidge.

        In the event that SandRidge defaults on its obligation to drill the Development Wells, the trust would be able to foreclose on the Drilling Support Lien to the extent of SandRidge's remaining interests in the undeveloped portions of the AMI, attempt to collect money damages from SandRidge and pursue other available legal remedies against SandRidge. However, the trust is not permitted to obtain specific performance from SandRidge of its drilling obligation, and the maximum amount the trust can recover in a foreclosure or other action is limited to approximately $269.1 million, which amount will be reduced proportionately, once SandRidge has completed 103 Development Wells, as each of the remaining Development Well is drilled. The value of SandRidge's interests in the undeveloped portions of the AMI secured by the Drilling Support Lien may not be equal to the amount recoverable at any given time, and such interests may be worth considerably less. The process of foreclosing on such collateral may be expensive and time-consuming and delay the drilling and completion of the Development Wells; such delays and expenses would reduce trust distributions by reducing the amount of proceeds available for distribution. Any amounts actually recovered in a foreclosure action would be applied to completion of SandRidge's drilling obligation, would not result in any distribution to the trust unitholders and may be insufficient to drill the number of wells needed for the trust to realize the full value of the Development Royalty Interest. Furthermore, the trust would have to seek a new party to perform the drilling and operations of the wells. The trust may not be able to find a replacement driller or operator, and it may not be able to enter into a new agreement with such replacement party on favorable terms within a reasonable period of time. As long as the trust's royalty interests are pledged as collateral to the trust's hedge counterparties, the trust's arranging for a replacement driller or operator may be more difficult or impossible. In such an event, the production from the trust's properties and the trust's revenues would decline. If a decline in the trust's revenues prevents it from satisfying its obligations under its hedging arrangements, the hedging counterparties could foreclose on the trust's royalty interests. The possibility of this foreclosure could deter the trust from exercising its right to foreclose on the Drilling Support Lien.

        SandRidge will not be required to maintain a segregated account for proceeds payable to the trust. The proceeds of the royalty interests may be commingled with proceeds of SandRidge's retained interest in the Underlying Properties for the period of time between SandRidge's sale of production attributable to

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the trust's royalty interests and the quarterly payment to the trust of its share of proceeds. It is possible that the trust may not have adequate facts to trace its entitlement to funds in the commingled pool of funds and that other persons may, in asserting claims against SandRidge's retained interest, be able to assert claims to the proceeds that should be delivered to the trust. If there is an event of default under SandRidge's credit facility, SandRidge must keep its accounts with banks that enter into control agreements with the administrative agent under the credit facility, which would permit the administrative agent to direct payment of funds in such accounts during the pendency of an event of default. In addition, during any bankruptcy of SandRidge, it is possible that payments of the royalties may be delayed or deferred. During the pendency of any SandRidge bankruptcy proceedings, the trust's ability to foreclose on the Drilling Support Lien, and the ability to collect cash payments being held in SandRidge's accounts that are attributable to production from the trust properties, may be stayed by the bankruptcy court. Delay in realizing on the collateral for the Drilling Support Lien is possible, and it cannot be guaranteed that a bankruptcy court would permit such foreclosure. It is possible that the bankruptcy would also delay the execution of a new agreement with another driller or operator. If the trust enters into a new agreement with a drilling or operating partner, the new partner might not achieve the same levels of production or sell oil and natural gas at the same prices as SandRidge was able to achieve.

         Oil and natural gas wells are subject to operational hazards that can cause substantial losses. SandRidge maintains insurance; however, SandRidge may not be adequately insured for all such hazards.

        There are a variety of operating risks inherent in oil and natural gas production and associated activities, such as fires, leaks, explosions, mechanical problems, major equipment failures, blowouts, uncontrollable flow of oil, natural gas, water or drilling fluids, casing collapses, abnormally pressurized formations and natural disasters. The occurrence of any of these or similar accidents that temporarily or permanently halt the production and sale of oil and natural gas at any of the Underlying Properties will reduce trust distributions by reducing the amount of proceeds available for distribution.

        Additionally, if any of such risks or similar accidents occur, SandRidge could incur substantial losses as a result of injury or loss of life, severe damage or destruction of property, natural resources and equipment, regulatory investigation and penalties and environmental damage and clean-up responsibility. If SandRidge experiences any of these problems, its ability to conduct operations and perform its obligations to the trust could be adversely affected. SandRidge's operations may result in liabilities exceeding the insurance coverage that it maintains with respect to the Underlying Properties or SandRidge's operations may result in liabilities not covered by such insurance. If a well is damaged, SandRidge would have no obligation to drill a replacement well or make the trust whole for the loss.

        For more information on SandRidge's insurance coverage, please see "The Underlying Properties—Insurance."

         SandRidge is subject to complex federal, state, local and other laws and regulations that could adversely affect the cost, manner or feasibility of conducting its operations or expose SandRidge to significant liabilities.

        SandRidge's oil and natural gas exploration, production, transportation and treatment operations are subject to complex and stringent laws and regulations. In order to conduct its operations in compliance with these laws and regulations, SandRidge must obtain and maintain numerous permits, approvals and certificates from various federal, state and local governmental authorities. SandRidge may incur substantial costs in order to maintain compliance with these existing laws and regulations. Further, in light of the explosion and fire on the drilling rig Deepwater Horizon in the Gulf of Mexico, as well as recent incidents involving the release of oil and natural gas and fluids as a result of drilling activities in the United States, there has been a variety of regulatory initiatives at the federal and state levels to restrict oil and natural gas drilling operations in certain locations. Any increased regulation or suspension of oil and natural gas exploration and production, or revision or reinterpretation of existing laws and regulations, that arises out of these incidents or otherwise could result in delays and higher operating costs. Such costs or

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significant delays could have a material adverse effect on SandRidge's business, financial condition and results of operations. SandRidge must also comply with laws and regulations prohibiting fraud and market manipulations in energy markets. To the extent SandRidge is a shipper on interstate pipelines, it must comply with the tariffs of such pipelines and with federal policies related to the use of interstate capacity.

        Laws and regulations governing oil and natural gas exploration and production may also affect production levels. SandRidge is required to comply with federal and state laws and regulations governing conservation matters, including provisions related to the unitization or pooling of the oil and natural gas properties; the establishment of maximum rates of production from wells; the spacing of wells; and the plugging and abandonment of wells. These and other laws and regulations can limit the amount of oil and natural gas SandRidge can produce from its wells, limit the number of wells it can drill, or limit the locations at which it can conduct drilling operations, which in turn could negatively impact trust distributions, estimated and actual future net revenues to the trust and estimates of reserves attributable to the trust's interests.

        New laws or regulations, or changes to existing laws or regulations may unfavorably impact SandRidge, could result in increased operating costs and have a material adverse effect on SandRidge's financial condition and results of operations. For example, Congress has recently considered, and may continue to consider, legislation that, if adopted in its proposed form, would subject companies involved in oil and natural gas exploration and production activities to, among other items, additional regulation of and restrictions on hydraulic fracturing of wells, and the elimination of most U.S. federal tax incentives and deductions available to oil and natural gas exploration and production activities. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules promulgated thereunder could reduce trading positions in the energy futures markets and materially reduce hedging opportunities for SandRidge, which could adversely affect its revenues and cash flows during periods of low commodity prices, and which could adversely affect the ability to restructure the trust's hedges when it might be desirable to do so.

        Additionally, state and federal regulatory authorities may expand or alter applicable pipeline safety laws and regulations, compliance with which may require increased capital costs on the part of SandRidge and third party downstream oil and natural gas transporters. These and other potential regulations could increase SandRidge's operating costs, reduce SandRidge's liquidity, delay SandRidge's operations, increase direct and third party post production costs associated with the trust's interests or otherwise alter the way SandRidge conducts its business, which could have a material adverse effect on SandRidge's financial condition, results of operations and cash flows and which could reduce cash received by or available for distribution, including any amounts paid by SandRidge for transportation on downstream interstate pipelines.

         The operations of SandRidge are subject to environmental laws and regulations that could adversely affect the cost, manner or feasibility of conducting operations or result in significant costs and liabilities.

        The oil and natural gas exploration and production operations of SandRidge in the Mississippian formation are subject to stringent and comprehensive federal, state, tribal, regional and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations that are applicable to SandRidge's operations including the acquisition of a permit before conducting drilling; water withdrawal or waste disposal activities; the restriction of types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of drilling activities on certain lands lying within wilderness, wetlands and other protected areas; impose regulations designed to protect employees from exposure to hazardous substances; and the imposition of substantial liabilities for pollution resulting from operations. Numerous governmental authorities, such as the U.S. Environmental Protection Agency ("EPA") and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring difficult and costly actions. Failure

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to comply with these laws and regulations may result in litigation; the assessment of administrative, civil or criminal penalties; the imposition of investigatory or remedial obligations; and the issuance of injunctions limiting or preventing some or all of SandRidge's operations.

        There is inherent risk of incurring significant environmental costs and liabilities in the performance of SandRidge's operations due to its handling of petroleum hydrocarbons and wastes, because of air emissions and wastewater discharges related to its operations, and as a result of historical industry operations and waste disposal practices. Under certain environmental laws and regulations, SandRidge could be subject to joint and several strict liability for the investigation, removal or remediation of previously released materials or property contamination regardless of whether SandRidge was responsible for the release or contamination or if the operations were in compliance with all applicable laws at the time those actions were taken. Private parties, including the owners of properties upon which SandRidge's wells are drilled and facilities where SandRidge's petroleum hydrocarbons or wastes are taken for reclamation or disposal may also have the right to pursue legal actions to enforce compliance, as well as to seek damages for contamination even in the absence of non-compliance, with environmental laws and regulations or for personal injury, natural resource damage or property damage. In addition, the risk of accidental spills or releases could expose SandRidge to significant liabilities that could have a material adverse effect on its financial condition or results of operations. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly construction, drilling, water management, completion, waste handling, storage, transport, disposal or cleanup requirements could require SandRidge to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on its results of operations, competitive position or financial condition. SandRidge may not be able to recover some or any of these costs from insurance. As a result of the increased cost of compliance, SandRidge may decide to discontinue drilling. Additionally, permitting delays may inhibit SandRidge's ability to drill the Development Wells on schedule.

        For more information on the environmental laws and regulations governing SandRidge's operations, please see "The Underlying Properties—Regulation."

         Climate change laws and regulations restricting emissions of "greenhouse gases" could result in increased operating costs and reduced demand for the oil and natural gas that SandRidge produces while the physical effects of climate change could disrupt SandRidge's production and cause SandRidge to incur significant costs in preparing for or responding to those effects.

        In December 2009, the EPA published its findings that emissions of carbon dioxide, methane and other greenhouse gases ("GHGs") present a danger to public health and the environment. These findings allow the agency to adopt and implement regulations that restrict emissions of GHGs under existing provisions of the Clean Air Act. Accordingly, the EPA has adopted rules that require a reduction in emissions of GHGs from motor vehicles and also trigger Clean Air Act construction and operating permit review for GHG emissions from certain stationary sources. The EPA's rules relating to emissions of GHGs from stationary sources of emissions are currently subject to a number of political and legal challenges, but the federal courts have thus far declined to issue any injunctions to prevent EPA from implementing, or requiring state environmental agencies to implement, the rules. In addition, the EPA has adopted rules requiring the reporting of GHG emissions from onshore oil and natural gas production facilities in the United States on an annual basis. Both houses of Congress have from time to time considered legislation to reduce emissions of GHGs and almost one-half of the states, either individually or through multi-state regional initiatives, already have begun implementing legal measures to reduce emissions of GHGs. The adoption and implementation of any regulations imposing reporting obligations on, or limiting emissions of GHGs from, SandRidge's equipment and operations could require SandRidge to incur additional costs to reduce emissions of GHGs associated with its operations or could adversely affect demand for the oil and natural gas that it produces. Finally, some scientists have concluded that increasing concentrations of greenhouse gases in the Earth's atmosphere may produce climate change that could have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic

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events; if any such effects were to occur, they could have an adverse effect on SandRidge's assets and operations.

         Federal and state legislative and regulatory initiatives as well as governmental reviews relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays as well as adversely affect SandRidge's level of production.

        SandRidge makes extensive use of hydraulic fracturing in producing from the Underlying Properties. The process involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. The process is typically regulated by state oil and gas commissions. However, the EPA has asserted federal regulatory authority over certain hydraulic fracturing practices not currently employed by SandRidge in the AMI. Also, legislation has been introduced, but not enacted, in Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process. Certain states in which SandRidge operates, including Oklahoma, and municipalities have adopted, and other states, including Kansas, and municipalities are considering adopting, regulations that have imposed, or that could impose, more stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations. Local ordinances or other regulations may regulate or prohibit the performance of well drilling in general and hydraulic fracturing in particular. If new laws or regulations that significantly restrict or regulate hydraulic fracturing are adopted, such legal requirements could cause project delays and make it more difficult or costly for SandRidge to perform fracturing to stimulate production from the Mississippian formation. These delays or additional costs could adversely affect the determination of whether a well is commercially viable. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that SandRidge is ultimately able to produce in commercial quantities from the Underlying Properties.

        In addition, a number of federal agencies are analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing. The White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices, and a committee of the United States House of Representatives has conducted an investigation of hydraulic fracturing practices. The EPA has commenced a study of the potential environmental effects of hydraulic fracturing on drinking water and groundwater, with initial results expected to be available by late 2012 and final results by 2014. Moreover, the EPA announced on October 20, 2011 that it is also launching a study regarding wastewater resulting from hydraulic fracturing activities and currently plans to propose standards by 2014 that such wastewater must meet before being transported to a treatment plant. In addition, the U.S. Department of Energy is conducting an investigation of practices the agency could recommend to better protect the environment from drilling using hydraulic fracturing completion methods. Also, the U.S. Department of the Interior is considering disclosure requirements or other mandates for hydraulic fracturing on federal lands. Additionally, certain members of Congress have called upon the U.S. Government Accountability Office to investigate how hydraulic fracturing might adversely affect water resources; the U.S. Securities & Exchange Commission to investigate the natural gas industry and any possible misleading of investors or the public regarding the economic feasibility of pursuing natural gas deposits in shales by means of hydraulic fracturing; and the U.S. Energy Information Administration to provide a better understanding of that agency's estimates regarding natural gas reserves, including reserves from shale formations, as well as uncertainties associated with those estimates. These ongoing or proposed studies, depending on their degree of pursuit and any meaningful results obtained, could spur initiatives to further regulate hydraulic fracturing under the federal Safe Drinking Water Act or other regulatory mechanisms.

         The trust will be subject to the requirements of the Sarbanes-Oxley Act of 2002, which may impose cost and operating challenges on it.

        The trust will be subject to certain of the requirements of the Sarbanes-Oxley Act of 2002, which will require, among other things, maintenance by the trust of, and reports regarding the effectiveness of, a

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system of internal control over financial reporting. Complying with these requirements may pose operational challenges and may cause the trust to incur unanticipated expenses. Any failure by the trust to comply with these requirements could lead to a loss of public confidence in the trust's internal controls and in the accuracy of the trust's publicly reported results.

Tax Risks Related to the Units

         The trust's tax treatment depends on its status as a partnership for U.S. federal income tax purposes. If the U.S. Internal Revenue Service ("IRS") were to treat the trust as a corporation for U.S. federal income tax purposes, then its cash available for distribution to unitholders would be substantially reduced.

        The anticipated after-tax economic benefit of an investment in the trust units depends largely on the trust being treated as a partnership for U.S. federal income tax purposes. The trust has not requested, and does not plan to request, a ruling from the Internal Revenue Service, or IRS, on this or any other tax matter affecting it.

        It is possible in certain circumstances for a publicly traded trust otherwise treated as a partnership, such as the trust, to be treated as a corporation for U.S. federal income tax purposes. In addition, a change in current law could cause the trust to be treated as a corporation for U.S. federal income tax purposes or otherwise subject it to taxation as an entity.

        If the trust were treated as a corporation for U.S. federal income tax purposes, it would pay federal income tax on its taxable income at the corporate tax rate, which is currently a maximum of 35%. Distributions to you would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would flow through to you without first being subjected to taxation at the entity level. Because a tax would be imposed upon the trust as a corporation, its cash available for distribution to you would be substantially reduced. Therefore, treatment of the trust as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to the trust unitholders, likely causing a substantial reduction in the value of the trust units.

         If the trust were subjected to a material amount of additional entity-level taxation by individual states, it would reduce the trust's cash available for distribution to unitholders.

        Changes in current state law may subject the trust to additional entity-level taxation by individual states. Because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. Imposition of such taxes may substantially reduce the cash available for distribution to unitholders and, therefore, negatively impact the value of an investment in trust units. The trust agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects the trust to additional amounts of entity-level taxation for state or local income tax purposes, the subordination threshold amounts, incentive threshold amounts and target distribution amounts may be adjusted to reflect the impact of that law on the trust.

         The tax treatment of an investment in trust units could be affected by recent and potential legislative changes, possibly on a retroactive basis.

        The Health Care and Education Reconciliation Act of 2010 includes a provision that, in taxable years beginning after December 31, 2012, subjects an individual having adjusted gross income in excess of $200,000 (or $250,000 for married taxpayers filing joint returns) to an additional "Medicare tax" equal generally to 3.8% of the lesser of such excess or the individual's net investment income, which appears to include interest income and royalty income derived from investments such as the trust units as well as any net gain from the disposition of trust units. In addition, absent new legislation extending the current rates, beginning January 1, 2013, the highest marginal U.S. federal income tax rate applicable to ordinary income

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and long-term capital gains of individuals will increase to 39.6% and 20%, respectively. Moreover, these rates are subject to change by new legislation at any time.

        Current law may change so as to cause the trust to be treated as a corporation for U.S. federal income tax purposes or otherwise subject the trust to entity-level taxation. Specifically, the present U.S. federal income tax treatment of publicly traded partnerships, including the trust, or an investment in the trust units may be modified by administrative, legislative or judicial interpretation at any time. For example, at the federal level, legislation has been proposed in the past that would have eliminated partnership tax treatment for certain publicly traded partnerships. Although such legislation would not have applied to the trust as it was proposed, it could be reintroduced in a manner that does apply to the trust.

        The trust agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects the trust to taxation as a corporation or otherwise subjects it to entity-level taxation for U.S. federal income tax purposes, the subordination threshold amounts, incentive threshold amounts and target distribution amounts may be adjusted to reflect the impact of that law on the trust.

         The trust will adopt positions that may not conform to all aspects of existing Treasury Regulations. If the IRS contests the tax positions the trust takes, the value of the trust units may be adversely affected, the cost of any IRS contest will reduce the trust's cash available for distribution and income, gain, loss and deduction may be reallocated among trust unitholders.

        If the IRS contests any of the U.S. federal income tax positions the trust takes, the value of the trust units may be adversely affected because the cost of any IRS contest will reduce the trust's cash available for distribution and income, gain, loss and deduction may be reallocated among trust unitholders. For example, the trust will generally prorate its items of income, gain, loss and deduction between transferors and transferees of the trust units each quarter based upon the record ownership of the trust units on the quarterly record date in such quarter instead of on the basis of the date a particular trust unit is transferred. Although simplifying conventions are contemplated by the Internal Revenue Code, and most publicly traded partnerships use similar simplifying conventions, the use of these methods may not be permitted under existing Treasury Regulations.

        The trust has not requested a ruling from the IRS with respect to its treatment as a partnership for U.S. federal income tax purposes or any other matter affecting the trust. The IRS may adopt positions that differ from the conclusions of the trust's counsel expressed in this prospectus or from the positions the trust takes. It may be necessary to resort to administrative or court proceedings to attempt to sustain some or all of the conclusions of the trust's counsel or the positions the trust takes. A court may not agree with some or all of the conclusions of the trust's counsel or positions the trust takes. Any contest with the IRS may materially and adversely impact the market for the trust units and the price at which they trade. In addition, the trust's costs of any contest with the IRS will be borne indirectly by the trust unitholders because the costs will reduce the trust's cash available for distribution.

         You will be required to pay taxes on your share of the trust's income even if you do not receive any cash distributions from the trust.

        Because the trust unitholders will be treated as partners to whom the trust will allocate taxable income that could be different in amount than the cash the trust distributes, you will be required to pay any federal income taxes and, in some cases, state and local income taxes on your share of the trust's taxable income even if you receive no cash distributions from the trust. You may not receive cash distributions from the trust equal to your share of the trust's taxable income or even equal to the actual tax liability that results from that income.

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         Tax gain or loss on the disposition of the trust units could be more or less than expected.

        If you sell your trust units, you will recognize a gain or loss equal to the difference between the amount realized and your tax basis in those trust units. Because distributions in excess of your allocable share of the trust's net taxable income decrease your tax basis in your trust units, the amount, if any, of such prior excess distributions with respect to the trust units you sell will, in effect, become taxable income to you if you sell such trust units at a price greater than your tax basis in those trust units, even if the price you receive is less than your original cost. Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depletion recapture. Please read "U.S. Federal Income Tax Considerations—Disposition of Trust Units—Recognition of Gain or Loss" for a further discussion of the foregoing.

         The ownership and disposition of trust units by non-U.S. persons may result in adverse tax consequences to them.

        Investment in trust units by non-U.S. persons raises issues unique to them. For example, distributions to non-U.S. persons will be reduced by withholding taxes at a 35% rate, and non-U.S. persons may be required to file U.S. federal income tax returns and pay tax on their share of the trust's taxable income or proceeds from the sale of trust units. If you are a non-U.S. person, you should consult a tax advisor before investing in the trust units.

         The trust will treat each purchaser of trust units as having the same economic attributes without regard to the actual trust units purchased. The IRS may challenge this treatment, which could adversely affect the value of the trust units.

        Due to a number of factors, including the trust's inability to match transferors and transferees of trust units, the trust will adopt positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely alter the tax effects of an investment in trust units. It also could affect the timing of tax benefits or the amount of gain from your sale of trust units and could have a negative impact on the value of the trust units or result in audit adjustments to your tax returns. Please read "U.S. Federal Income Tax Considerations—Tax Consequences of Trust Unit Ownership—Section 754 Election."

         The trust will prorate its items of income, gain, loss and deduction between transferors and transferees of the trust units each quarter based upon the record ownership of the trust units on the quarterly record date in such quarter instead of on the basis of the date a particular trust unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among the affected trust unitholders.

        The trust will generally prorate its items of income, gain, loss and deduction between transferors and transferees of the trust units based upon the record ownership of the trust units on the quarterly record date in such quarter instead of on the basis of the date a particular trust unit is transferred. The use of this proration method may not be permitted under existing Treasury Regulations, and, accordingly, the trust's counsel is unable to opine as to the validity of this method. If the IRS were to challenge the trust's proration method, the trust may be required to change its allocation of items of income, gain, loss and deduction among the trust unitholders and the costs to the trust of implementing and reporting under any such changed method may be significant. Please read "U.S. Federal Income Tax Considerations—Disposition of Trust Units—Allocations Between Transferors and Transferees."

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         The trust will adopt certain valuation methodologies that may affect the income, gain, loss and deduction allocable to the trust unitholders. The IRS may challenge this treatment, which could adversely affect the value of the trust units.

        The U.S. federal income tax consequences of the ownership and disposition of trust units will depend in part on the trust's estimates of the relative fair market values, and the initial tax bases, of the trust's assets. Although the trust may from time to time consult with professional appraisers regarding valuation matters, the trust will make many of the relative fair market value estimates itself. These estimates and determinations of basis are subject to challenge and will not be binding on the IRS or the courts. If the estimates of fair market value or basis are later found to be incorrect, the character and amount of items of income, gain, loss or deductions previously reported by trust unitholders might change, and trust unitholders might be required to adjust their tax liability for prior years and incur interest and penalties with respect to those adjustments.

         The sale or exchange of 50% or more of the trust's capital and profits interests during any twelve-month period will result in the termination of the trust for U.S. federal income tax purposes.

        The trust will be considered to have technically terminated for U.S. federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in its capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met, multiple sales of the same trust unit within any 12 month period will be counted only once. The trust's termination would, among other things, result in the closing of its taxable year for all trust unitholders, which would result in the trust filing two tax returns (and the trust unitholders could receive two Schedules K-1) for one calendar year. The IRS has recently announced a relief procedure whereby if a publicly traded partnership that has technically terminated requests and the IRS grants special relief, among other things, the partnership will be required to provide only a single Schedule K-1 to unitholders for the tax year in which the termination occurs. In the case of a unitholder reporting on a taxable year other than a calendar year ending December 31, the closing of the trust's taxable year as a result of any technical termination may also result in more than 12 months of the trust's taxable income being includable in his taxable income for the year of termination. A technical termination would not affect the trust's classification as a partnership for U.S. federal income tax purposes, but instead, the trust would be treated as a new partnership for tax purposes. If treated as a new partnership, the trust must make new tax elections and could be subject to penalties if the trust is unable to determine that a technical termination occurred.

         Certain U.S. federal income tax preferences currently available with respect to oil and natural gas production may be eliminated as a result of future legislation.

        In recent years, the Obama administration's budget proposals and other proposed legislation have included elimination of certain key U.S. federal income tax incentives currently available to oil and gas exploration and production. If enacted into law, these provisions would eliminate certain tax preferences applicable to taxpayers engaged in the exploration or production of natural resources. These changes include, but are not limited to (i) the repeal of the percentage depletion allowance for oil and gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction for U.S. production activities and (iv) the increase in the amortization period from two years to seven years for geophysical costs paid or incurred in connection with the exploration for or development of, oil and gas within the United States. It is unclear whether any such changes will be enacted and, if so, when any such changes would become effective.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference contain forward-looking statements. Such forward-looking statements are based on assumptions and beliefs that the trust and SandRidge believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results can be material, depending upon the circumstances. Where the trust or SandRidge expresses an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. It cannot be assured, however, that the stated expectation or belief will occur or be achieved or accomplished. All statements other than statements of historical facts included or incorporated by reference in this prospectus, including, without limitation, statements regarding the proved and probable oil and natural gas reserves associated with the Underlying Properties, the trust's or SandRidge's future financial position, business strategy, budgets, pending acquisitions, recent acquisitions and divestitures, project costs and plans and objectives for future operations, including the information under the heading "Target Distributions and Subordination and Incentive Thresholds," statements pertaining to future development activities and costs, and other statements in this prospectus that are prospective and constitute forward-looking statements are forward-looking statements.

        The words "estimate," "assume," "target," "project," "predict," "believe," "expect," "anticipate," "potential," "could," "may," "foresee," "plan," "goal," "should" and "intend" and similar expressions will generally identify forward-looking statements. Forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany those statements. In addition, neither the trust nor SandRidge undertakes an obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this prospectus.

        With this in mind, you should consider the risks discussed under the heading "Risk Factors" in this prospectus, as well as those contained in SandRidge's Annual Report on Form 10-K for the year ended December 31, 2011 and other disclosures about SandRidge that are included in or incorporated by reference into this prospectus.

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USE OF PROCEEDS

        The trust is offering all of the common units to be sold in this offering. Assuming no exercise of the underwriters' over-allotment option and an initial public offering price of $            per common unit, the estimated net proceeds of this offering will be approximately $             million, after deducting underwriting discounts and commissions and offering expenses. The trust will deliver all of the net proceeds to one or more of SandRidge's wholly-owned subsidiaries as part of the consideration for the conveyance of the royalty interests. See "The Trust—Formation Transactions."

        At the initial closing, 3,750,000 common units will be issued and retained by the trust and will be used to satisfy (if necessary) the over-allotment option granted to the underwriters. If the over-allotment option is exercised, the trust will sell to the underwriters such number of the retained units as is necessary to satisfy the over-allotment option, and will then deliver the net proceeds of such sale, together with any remaining unsold units, to one or more SandRidge subsidiaries as partial consideration for the conveyance of certain of the royalty interests. If the over-allotment option is not exercised by the underwriters, the retained units will be delivered to SandRidge subsidiaries, as partial consideration for the conveyance of certain of the royalty interests, promptly following the 30th day after the initial closing.

        SandRidge intends to use the proceeds received from the offering for general corporate purposes, which may include the funding of the drilling obligation, which is estimated to be approximately $384.4 million.

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SANDRIDGE ENERGY, INC.

        SandRidge is a publicly traded, independent oil and natural gas company concentrating on development and production activities related to the exploitation of its significant holdings in West Texas and the Mid-Continent area of Oklahoma and Kansas. As of December 31, 2011, its market capitalization was approximately $3.4 billion and it had total estimated net proved reserves of 470.6 MMBoe. As of December 31, 2011, SandRidge had approximately 1.3 million net acres leased in the Mississippian formation in northern Oklahoma and Kansas and plans to devote a significant portion of its future capital budget to increasing its oil and natural gas production in this area. As of December 31, 2011, SandRidge was operating 19 rigs drilling horizontal wells in the Mississippian formation in northern Oklahoma and southern Kansas. SandRidge also owns and operates other interests in the Mississippian formation, Permian Basin, Mid-Continent, West Texas Overthrust, Gulf Coast and Gulf of Mexico. SandRidge also owns and operates gas gathering and processing facilities, CO2 treating and transportation facilities, and drilling rig, oil field service and oil and gas marketing businesses.

        On February 2, 2012, SandRidge entered into an agreement to acquire all of the limited liability company interests of Dynamic Offshore Resources LLC ("Dynamic"), an oil and natural gas exploration, development and production company with operations in the Gulf of Mexico. SandRidge will pay consideration consisting of approximately 74 million shares of SandRidge common stock and approximately $680 million. Completion of the transaction is subject to customary closing conditions, including compliance with the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act and the absence of any material adverse effect relating to Dynamic.

        SandRidge's principal executive offices are located at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102 and its telephone number is (405) 429-5500. Its website is http://www.sandridgeenergy.com.

        The trust units do not represent interests in or obligations of SandRidge.

SandRidge's Experience With Other Royalty Trusts

        SandRidge is the sponsor of two other royalty trusts, SandRidge Mississippian Trust I and SandRidge Permian Trust. These trusts have many of the same terms as SandRidge Mississippian Trust II. Summary information about each of these two trust follows.

        SandRidge Mississippian Trust I (NYSE: SDT).    In connection with the formation of SandRidge Mississippian Trust I and its initial public offering, SandRidge conveyed royalty interests in specified oil and natural gas properties in the Mississippian formation in Alfalfa, Garfield, Grant, Major and Woods Counties in Oklahoma to SandRidge Mississippian Trust I in exchange for trust units and the net proceeds of the offering. SandRidge received 3,750,000 common units and 7,000,000 subordinated units in SandRidge Mississippian Trust I, together representing an approximately 38% beneficial interest, along with approximately $338.7 million in net proceeds, before offering expenses. SandRidge Mississippian Trust I completed its initial public offering on April 12, 2011.

        SandRidge Mississippian Trust I makes quarterly cash distributions of substantially all of its cash receipts, after deducting the trust's administrative expenses, on or about 60 days following the completion of each quarter through (and including) the quarter ending December 31, 2030. On July 22, 2011, SandRidge Mississippian Trust I declared a cash distribution of approximately $1.068 per unit covering production for the period from January 1, 2011 to May 31, 2011 for record holders as of August 15, 2011. The distribution was paid on August 30, 2011. This distribution exceeded the target distribution for such period of $1.014 per unit. On October 28, 2011, SandRidge Mississippian Trust I announced a cash distribution of approximately $.816 per unit covering production for the period from June 1, 2011 through August 31, 2011. SandRidge Mississippian Trust I made this distribution on November 30, 2011 to unitholders of record as of November 15, 2011. This distribution exceeded the target distribution for such period of $.667 per unit. On February 2, 2012, SandRidge Mississippian Trust I announced a cash

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distribution of approximately $.791 per unit covering production for the period from September 1, 2011 through November 30, 2011. This distribution was paid on February 29, 2012 to unitholders of record on February 14, 2012. This distribution exceeds the target distribution for such period of $.633 per unit.

        Under a development agreement with SandRidge Mississippian Trust I, SandRidge intends to drill, or cause to be drilled, a total of 123 development wells by December 31, 2014, and is obligated to complete such drilling by December 31, 2015. SandRidge's wholly owned subsidiary, SandRidge E&P, has granted to SandRidge Mississippian Trust I a lien covering its interest in the area of mutual interest in which the trust underlying properties are located in order to secure the estimated amount of the drilling costs for the interests of SandRidge Mississippian Trust I in the undeveloped underlying properties. The amount recoverable by SandRidge Mississippian Trust I pursuant to this lien may not exceed $166.1 million. As SandRidge fulfills its drilling obligation over time, the total amount that may be recovered is proportionately reduced and the completed development wells will be released from the lien. As of December 31, 2011, approximately 53 development wells had been drilled and the maximum amount recoverable under the Drilling Support Lien had been reduced to approximately $94.0 million.

        Under an administrative services agreement with SandRidge Mississippian Trust I, SandRidge receives an annual administrative services fee of $200,000 for accounting, tax preparation, bookkeeping and informational services to be performed by SandRidge on behalf of SandRidge Mississippian Trust I. SandRidge Mississippian Trust I is also party to a derivatives agreement with SandRidge that provides SandRidge Mississippian Trust I with the benefit of certain oil and natural gas derivative contracts previously entered into by SandRidge with third parties. The underlying commodity derivative contracts cover volumes of oil and natural gas production through December 31, 2015.

        SandRidge Permian Trust (NYSE: PER).    In connection with SandRidge Permian Trust's formation and initial public offering, SandRidge conveyed royalty interests in specified oil and natural gas properties in the Permian Basin in Andrews County in Texas to SandRidge Permian Trust in exchange for trust units and the net proceeds of the offering. SandRidge received 4,875,000 common units and 13,125,000 subordinated units in SandRidge Permian Trust, together representing an approximately 34% beneficial interest, along with approximately $583.7 million in net proceeds, before offering expenses. SandRidge Permian Trust completed its initial public offering on August 16, 2011.

        SandRidge Permian Trust makes quarterly cash distributions of substantially all of its cash receipts, after deducting the trust's administrative expenses, on or about 60 days following the completion of each quarter through (and including) the quarter ending March 31, 2031. On October 28, 2011, SandRidge Permian Trust announced a cash distribution of approximately $.723 per unit covering production for the period from April 1, 2011 through August 31, 2011. SandRidge Permian Trust made this distribution on November 30, 2011 to unitholders of record as of November 15, 2011. This distribution exceeded the target distribution for such period of $.660 per unit. On February 2, 2012, SandRidge Permian Trust announced a cash distribution of approximately $.554 per unit covering production for the period from September 1, 2011 through November 30, 2011. This distribution was paid on February 29, 2012 to unitholders of record on February 14, 2012. This distribution exceeds the target distribution for such period of $.490 per unit.

        Under a development agreement with SandRidge Permian Trust, SandRidge intends to drill, or cause to be drilled, a total of 888 development wells by March 31, 2015, and is obligated to complete such drilling by March 31, 2016. SandRidge E&P has granted to SandRidge Permian Trust a lien covering its interest in the area of mutual interest in which the trust underlying properties are located in order to secure the estimated amount of the drilling costs for SandRidge Permian Trust's interests in the undeveloped underlying properties. The amount recoverable by SandRidge Permian Trust pursuant to this lien may not exceed approximately $295 million. As SandRidge fulfills its drilling obligation over time, the total amount that may be recovered is proportionately reduced and the completed development wells will be released from the lien. As of December 31, 2011, approximately 195 development wells had been drilled and the maximum amount recoverable under the lien had been reduced to approximately $229.7 million.

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        Under an administrative services agreement with SandRidge Permian Trust, SandRidge receives an annual administrative services fee of $300,000 for accounting, tax preparation, bookkeeping, informational and hedge management services to be performed by SandRidge on behalf of SandRidge Permian Trust. SandRidge Permian Trust is also party to a derivatives agreement with SandRidge that provides SandRidge Permian Trust with the benefit of certain oil and derivative contracts previously entered into by SandRidge with third parties. The underlying commodity derivative contracts cover volumes of oil production through March 31, 2015.

        For a discussion of risks associated with SandRidge's ability to satisfy its obligations to the trust and its other royalty trusts, see "Risk Factors—SandRidge's ability to satisfy its obligations to the trust depends on its financial position, and in the event of a default by SandRidge in its obligations to drill the Development Wells, or in the event of a SandRidge bankruptcy, it may be expensive and time-consuming for the trust to exercise its remedies."

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THE TRUST

        The trust is a statutory trust created under the Delaware Statutory Trust Act in December 2011. The business and affairs of the trust will be managed by The Bank of New York Mellon Trust Company, N.A., as trustee. In addition, The Corporation Trust Company will act as Delaware trustee of the trust. The Delaware trustee will have only minimal rights and duties as are necessary to satisfy the requirements of having a trustee in Delaware who will accept service of process on the trust under the Delaware Statutory Trust Act. Although SandRidge will operate substantially all of the Underlying Properties, SandRidge will have no ability to manage or influence the management of the trust (except through its limited voting rights as a holder of trust units and its limited ability to manage the hedging program) and, to the fullest extent permitted by law, will owe no fiduciary duties to the trust or the unitholders.

        The trustee can authorize the trust to borrow money to pay trust administrative or incidental expenses that exceed cash held by the trust. The trustee may authorize the trust to borrow from the trustee as a lender provided the terms of the loan are fair to the trust unitholders. The trustee may also deposit funds awaiting distribution in an account with itself, if the interest paid to the trust at least equals amounts paid by the trustee on similar deposits, and make other short term investments with the funds distributed to the trust. The trustee may also hold funds awaiting distribution in a non-interest bearing account.

        The trust will be responsible for paying all legal, accounting, tax advisory, engineering, printing costs and other administrative and out-of-pocket expenses incurred by or at the direction of the trustee or the Delaware trustee, including tax return and Schedule K-1 preparation and mailing costs, independent auditor fees and registrar and transfer agent fees. The trust will also be responsible for any payment obligations under the hedging arrangements and administrative expenses incurred as a result of being a publicly traded entity, including costs associated with annual and quarterly reports to unitholders. Trust administrative expenses are anticipated to aggregate approximately $1.3 million per year, although such costs could be greater or less depending on future events that cannot be predicted. Included in the annual estimate is an annual administrative fee of $150,000 for the trustee, which may be adjusted beginning on January 1, 2018 as provided in the trust agreement, an annual administrative fee of $2,400 for the Delaware trustee, an annual fee of $300,000 payable to SandRidge pursuant to the terms of the administrative services agreement and an annual fee of $15,000 payable to the collateral agent under the security instruments in respect of the lien securing the trust's obligations under its direct hedge contracts. The trustee will also receive a one-time acceptance fee of $10,000. These costs will be deducted by the trust before distributions are made to trust unitholders. The trustee intends to withhold $1.0 million from the first distribution to unitholders to establish a cash reserve available to the trustee to pay trust administrative expenses.

Formation Transactions

        At or prior to the closing of the offering, SandRidge will cause to be conveyed to the trust an 80% royalty interest in the Producing Wells and a 70% royalty interest in the Development Wells.

        The 80% royalty interest in the Producing Wells will consist of a term overriding royalty interest entitling the trust to receive 40% of the proceeds from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Producing Wells (after deducting post-production costs and any applicable taxes) for a period of 20 years commencing on January 1, 2012 (the "Term PDP Royalty") and an overriding royalty interest entitling the trust to receive 40% of the proceeds from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Producing Wells (after deducting post-production costs and any applicable taxes) (the "Perpetual PDP Royalty").

        The 70% royalty interest in the Development Wells will consist of a term overriding royalty interest entitling the trust to receive 35% of the proceeds from the sale of the production of oil and natural gas attributable to SandRidge's net revenue interest in the Development Wells (after deducting post-production costs and any applicable taxes) for a period of 20 years commencing on January 1, 2012 (the "Term Development Royalty") and an overriding royalty interest entitling the trust to receive 35% of

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the proceeds from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Development Wells (after deducting post-production costs and any applicable taxes) (the "Perpetual Development Royalty"). The Perpetual Development Royalty in respect of the Development Wells located in Kansas will have a term of 21 years commencing on January 1, 2012 and, if production commences during such period, so long thereafter as SandRidge's leasehold interests remain in force.

        The Perpetual Royalties will be conveyed directly from SandRidge E&P to the trust. The Term Royalties will be conveyed from SandRidge E&P to another wholly owned subsidiary of SandRidge ("Term Royalty Subsidiary") in exchange for a demand note in a principal amount expected to be a significant portion of the net proceeds of the offering, and then assigned from the Term Royalty Subsidiary to the trust. In exchange for the Perpetual Royalties, the trust will issue to SandRidge E&P 7,250,000 common units and 12,000,000 subordinated units. In exchange for the Term Royalties, the trust will pay a significant portion of the net proceeds of this offering to the Term Royalty Subsidiary, and the Term Royalty Subsidiary will use such proceeds to repay the demand note to SandRidge E&P. Any proceeds not paid to the Term Royalty Subsidiary will be paid to SandRidge E&P, as additional consideration for the conveyance of the Perpetual Royalties. See "Use of Proceeds."

        3,750,000 common units will be issued and retained by the trust at the initial closing, to be used to satisfy (if necessary) the over-allotment option granted to the underwriters. If the over-allotment option is exercised, the trust will sell to the underwriters such number of the retained units as is necessary to satisfy the over-allotment option, and will then deliver the net proceeds of such sale, together with any remaining unsold units, to one or more SandRidge subsidiaries as partial consideration for the conveyance of the Perpetual Royalties. If the over-allotment option is not exercised by the underwriters, the retained units will be delivered to SandRidge subsidiaries, as partial consideration for the conveyance of the Perpetual Royalties, promptly following the 30th day after the initial closing.

        The trust will sell the 25,000,000 common units offered hereby to the public, representing a 52.1% interest in the trust.

        SandRidge and the trust will enter into several agreements in connection with the conveyance of the royalty interests, including: (1) a development agreement, which sets forth SandRidge's drilling obligation to the trust with respect to the Development Wells, (2) a derivatives agreement, pursuant to which SandRidge will provide the trust with the economic effect of certain hedge contracts entered into between SandRidge and unaffiliated counterparties, (3) an administrative services agreement, which outlines SandRidge's duty to provide certain administrative services to the trust, (4) the Drilling Support Lien and (5) a registration rights agreement, which is described under "Trust Units Eligible For Resale—Registration Rights Agreement." These agreements are described in more detail below.

Termination Date; Liquidation

        The trust will dissolve and begin to liquidate on the Termination Date, which is December 31, 2031, and will soon thereafter wind up its affairs and terminate. At the Termination Date, the Term Royalties will automatically revert to SandRidge, while the Perpetual Royalties will be sold and the proceeds will be distributed to the unitholders at the Termination Date or soon thereafter, but only after the trust has paid, or made reasonable provision for payment of, all liabilities of the trust. See "Description of the Royalty Interests—Sale of the Perpetual Royalties." Any additional cash held in reserve by the trustee will also be distributed to unitholders.

Development Agreement and Drilling Support Lien

        In connection with the closing of this offering, the trust will enter into a development agreement with SandRidge and SandRidge E&P that will obligate SandRidge to drill, or cause to be drilled, all of the Development Wells. SandRidge intends to drill, or cause to be drilled, the Development Wells in the AMI by December 31, 2015 and is obligated to complete such drilling by December 31, 2016. SandRidge may, and anticipates that it will, rely on third-party operators to fulfill a portion of its drilling obligation. In

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order to secure the estimated amount of the drilling costs for the trust's interests in the Development Wells, SandRidge E&P will grant to the trust the Drilling Support Lien, covering SandRidge E&P's interests in the AMI (except the Producing Wells and any other wells that are already producing and not subject to the royalty interests). The amount obtained by the trust pursuant to the Drilling Support Lien may not exceed approximately $269.1 million. As SandRidge fulfills its drilling obligation over time, Development Wells that are completed or that are perforated (or made ready to commence stimulation) for completion and then plugged and abandoned will be released from the Drilling Support Lien. After SandRidge has drilled 103 Development Wells, the total dollar amount that may be recovered by the trust for SandRidge's failure to fulfill its drilling obligation will be proportionately reduced as SandRidge drills the remaining Development Wells.

        Calculation of a Development Well.    Under the development agreement, a Development Well is calculated based on the perforated length of the well bore (measured from the first perforation or stimulation site along the measured depth to the last perforation or stimulation site along the measured depth) and SandRidge's net revenue interest in such well. SandRidge will be credited for drilling one Development Well if the perforated length of the well bore is between 3,500 feet and 4,500 feet and SandRidge's net revenue interest in the well is equal to 47.4%.

        For wells with a perforated length of less than 3,500 feet, SandRidge will receive partial credit equal to the fraction calculated by dividing the well's perforated length by 3,500 feet. For wells with a perforated length of more than 4,500 feet, SandRidge will receive extra credit equal to the fraction calculated by dividing the well's perforated length by 4,500 feet.

        For wells in which SandRidge has a net revenue interest greater than or less than 47.4%, SandRidge will receive credit for such well in the proportion that its net revenue interest in the well bears to 47.4%.

        Accordingly, for example, if SandRidge drilled one well in which it has a 70% net revenue interest, and such well was drilled to a perforated length of 5,000 feet, such well would count for purposes of the development agreement as 1.64 Development Wells (i.e., 5,000 / 4,500 × 70% / 47.4%). If, on the other hand, SandRidge drilled one well in which it has a 40% net revenue interest, and such well was drilled to a perforated length of 3,000 feet, such well would count for purposes of the development agreement as only .72 of a Development Well (i.e., 3,000 / 3,500 × 40% / 47.4%).

        Given that SandRidge's actual net revenue interest in each Development Well may be greater than or less than 47.4% and the perforated length of each well drilled may be less than 3,500 feet or more than 4,500 feet, SandRidge may be required to drill more or less than 206 wells in order to fulfill its drilling obligation.

        SandRidge will receive credit for drilling a Development Well if the well is drilled in the AMI and perforated (or made ready to commence stimulation) horizontally for completion in the Mississippian formation, even if such well does not successfully produce hydrocarbons. Additionally, if SandRidge perforates (or makes ready to commence stimulation) a Development Well for completion and then plugs and abandons that well, it will be released from the Drilling Support Lien.

        Additional Provisions.    In drilling and completing the Development Wells, SandRidge is required to adhere to a reasonably prudent operator standard, which requires that it act with respect to the Underlying Properties as it would act with respect to its own properties, disregarding the existence of the royalty interests as burdens affecting such properties. Accordingly, SandRidge expects that the average perforated length of future well bores will be generally consistent with the perforated length of the completed Producing Wells and other Mississippian wells outside of the AMI that have been drilled and completed by SandRidge or for its account. However, due to the complexity of well completions and future developments in completion technologies, it may be appropriate in some instances to complete longer or shorter wells.

        The reserves reflected in the reserve report assume that SandRidge will drill and complete the 206 Development Wells with the same completion technique as the 67 Producing Wells completed to date.

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These 67 Producing Wells produce from perforated lengths ranging from 3,584 feet to 6,879 feet. The average perforated length contributing to production of the 67 Producing Wells and the other Mississippian wells with available perforated lengths outside of the AMI that have been completed by SandRidge is approximately 4,200 feet, which is longer than the minimum 3,500 feet perforated length upon which the definition of one full Development Well is based.

        The trust will not bear any of the costs of drilling and completing the Development Wells that SandRidge drills or causes to be drilled.

        In addition, SandRidge will covenant and agree not to drill and complete, and will not permit any other person within its control to drill and complete, any well in the AMI other than a Development Well until such time as SandRidge has met its commitment to drill the Development Wells. Once SandRidge has completed its drilling obligation, the trustee will be required to release the Drilling Support Lien in full. Upon the trustee's release of the Drilling Support Lien, SandRidge will further agree not to drill and complete, and will not permit any other person within its control to drill and complete, any well that will have a perforation (or stimulation site) that will be within 660 feet of any perforation (or stimulation site) of any Development Well or Producing Well during the time period in which any such well is producing.

Hedging Arrangements

        Hedging arrangements covering a portion of expected production will be implemented by the trust in two ways. First, SandRidge will enter into a derivatives agreement with the trust to provide the trust with the economic effect of specified hedge contracts entered into between SandRidge and unaffiliated counterparties. Under the derivatives agreement, SandRidge will pay the trust amounts it receives from its hedge counterparties, and the trust will pay SandRidge any amounts that SandRidge is required to pay such counterparties. Second, the trust will enter into hedge contracts directly with unaffiliated hedge counterparties. As a party to these contracts, the trust will receive payments directly from its counterparties, and be required to pay any amounts owed directly to its counterparties. Under the derivatives agreement, as Development Wells are drilled, SandRidge will have the right to novate to the trust any of the SandRidge-provided hedges, or to replace them with hedges executed by the trust directly with counterparties, as long as the hedging effects of the assigned or replacement hedges are economically equivalent to the hedging effects of the SandRidge-provided hedges, the counterparties to the assigned or replacement hedges have a corporate credit rating equal to or better than A-/A3 as rated by Standard and Poor's or Moody's and the counterparties to the existing hedges approve.

        The trust's counterparty under the derivatives agreement is SandRidge, whose hedge counterparties will be institutions with corporate credit ratings equal to or better than A-/A3. The counterparties to the trust's direct hedging contracts will also be institutions with corporate credit ratings of at least A-/A3. In the event that one or more counterparties to the trust's hedging arrangements default on their obligations to make payments under such arrangements, the cash distributions to the trust unitholders could be materially reduced as the hedge payments are intended to provide additional cash to the trust during periods of lower oil prices. SandRidge will not be required to pay the trust to the extent of payment defaults by SandRidge's hedge contract counterparties. SandRidge will also have authority, in its role as hedge manager to the trust, to terminate, restructure or otherwise modify a portion of the trust's hedge contracts to the extent that SandRidge reasonably determines that the volumes hedged under such portion of the contracts exceed, or are expected to exceed, estimated production attributable to the trust's royalty interests over the periods hedged. Except in the limited circumstances involving the restructuring of an existing hedge, the trust will not have the ability to enter into additional hedges on its own and, accordingly, after the expiration of the hedging arrangements in        , there will be no hedges going forward. For more information on SandRidge's role as hedge manager for the trust, please see "—Administrative Services Agreement."

        The trust's obligations to the counterparties under its direct hedge contracts will be secured by a first priority lien on the trust's royalty interest in the Underlying Properties. In addition, the trust's direct hedge

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contracts will contain a prohibition on the trust granting additional liens on its royalty interest in the Underlying Properties, other than customary permitted liens and liens in favor of the trustee.

        Under the combined hedging arrangements, approximately            % of the expected production and            % of the expected revenues upon which the target distributions are based from                        through            will be hedged. All of the hedge contracts relate to oil production. Expressed in terms of oil production alone, approximately            % of the estimated oil production from            through            will be hedged. The remaining estimated production of oil during that time, all production of natural gas during that time, and all production after such time will not be hedged.

        The following table illustrates the type of contract, notional amount and weighted average fixed price for the oil hedge contracts that the trust will enter into directly or that SandRidge will pass through to the trust under the derivatives agreement. All of the hedging contracts will be price swap contracts.

Period
  Notional
Amount
(Bbls/d)
  Weighted
Average
Fixed Price
  % of Expected
Production
Hedged
  % of Expected
Revenue
Hedged
 

  

        $                

Administrative Services Agreement

        In connection with the closing of this offering, the trust will enter into an administrative services agreement with SandRidge pursuant to which SandRidge will provide the trust with certain accounting, tax preparation, bookkeeping and informational services related to the royalty interests and the registration rights agreement.

        Additionally, the administrative services agreement will designate SandRidge as the trust's hedge manager, pursuant to which SandRidge will have authority to administer the hedge contracts underlying the derivatives agreement, and, on behalf of the trust, to administer the trust's direct hedge contracts. As hedge manager, SandRidge will also have authority, in its discretion, to terminate, restructure or otherwise modify any or all of such hedge contracts to the extent that SandRidge reasonably determines that the volumes hedged under such contracts exceed, or are expected to exceed, estimated production attributable to the trust's royalty interests over the periods hedged. SandRidge will be required to use commercially reasonable efforts to effect such modifications to the hedge contracts in a manner that is cash neutral to the trust. For example, hedge prices may be reset and/or a portion of hedged volumes may be reallocated to different periods. However, in fulfilling its role as hedge manager, SandRidge will not act as a fiduciary for the trust, will have no affirmative duty to modify any of the trust's hedges, and will have no liability to the trust in connection with SandRidge's failure to modify, or any affirmative modification of, any of the trust's hedges. Moreover, SandRidge will be indemnified by the trust for any actions it takes in this regard.

        In return for the services provided by SandRidge to the trust under the administrative services agreement, the trust will pay SandRidge, on a quarterly basis, a total annual fee of $300,000. SandRidge will also be entitled to receive reimbursement for its actual out-of-pocket fees, costs and expenses incurred in connection with the provision of any of the services under the agreement.

        The administrative services agreement will terminate upon the earliest to occur of: (a) the date the trust shall have dissolved and commenced winding up in accordance with the trust agreement, (b) the date that all of the royalty interests have been terminated or are no longer held by the trust, (c) with respect to services to be provided with respect to any Underlying Properties being transferred by SandRidge, the date that either SandRidge or the trustee may designate by delivering 90-days prior written notice, provided that SandRidge's drilling obligation has been completed and the transferee of such Underlying Properties assumes responsibility to perform the services in place of SandRidge and (d) a date mutually agreed by SandRidge and the trustee.

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TARGET DISTRIBUTIONS AND SUBORDINATION AND INCENTIVE THRESHOLDS

        SandRidge will convey to the trust royalty interests in specified oil and natural gas properties in the AMI. The PDP Royalty Interest will entitle the trust to receive 80% of the proceeds (exclusive of any production or development costs but after deducting post-production costs and any applicable taxes) from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Producing Wells. The Development Royalty Interest will entitle the trust to receive 70% of the proceeds (exclusive of any production or development costs but after deducting post-production costs and any applicable taxes) from the sale of future production of oil and natural gas attributable to SandRidge's net revenue interest in the Development Wells.

        The amount of trust revenues and cash distributions to trust unitholders will depend on:

    the timing of initial production from the Development Wells;

    oil and natural gas prices received;

    the volume of oil and natural gas produced and sold;

    amounts realized and paid under hedging arrangements;

    post-production costs and any applicable taxes; and

    the trust's general and administrative expenses.

        SandRidge has calculated quarterly target levels of cash distributions for the life of the trust. Such target distribution levels are set forth on Annex B to this prospectus. The target distributions were prepared by SandRidge on a cash basis based on assumptions of production volumes, pricing and other assumptions that are described below in "—Significant Assumptions Used to Calculate the Target Distributions." The production forecasts are estimates prepared by Netherland Sewell and have been used to calculate target distributions. Actual cash distributions may vary from those presented. SandRidge will pay to the trust each quarter an amount equal to the trust's royalty interest in the proceeds of production from the Underlying Properties received during the calendar quarter most recently ended (after deducting post-production costs and any applicable taxes). The trust, in turn, will make quarterly cash distributions of substantially all of its quarterly cash receipts, after deduction of fees and expenses for the administration of the trust, to holders of trust units.

        The first distribution, which will cover the first quarter of 2012, is expected to be made on or about May 30, 2012 to record unitholders as of May 15, 2012. The trustee intends to withhold $1.0 million from the first distribution to establish a cash reserve available to pay trust administrative expenses. If the trustee uses such cash reserve to pay for trust administrative expenses, the reserve must be replenished before any further quarterly distributions are made to trust unitholders. Due to the timing of the payment of production proceeds to the trust, the trust expects that the first distribution will include sales for oil and natural gas for two months. Thereafter, quarterly distributions will generally include royalties on sales of oil and natural gas for three months, including the first two months of the quarter just ended as well as the last month of the immediately preceding quarter. Because payments to the trust will be generated by depleting assets and production from the Underlying Properties will diminish over time, a portion of each distribution will represent a return of your original investment.

        In order to provide support for cash distributions on the common units, SandRidge has agreed to subordinate 12,000,000 of the trust units it will retain following this offering, which will constitute 25% of the total trust units outstanding. The subordinated units will be entitled to receive pro rata distributions from the trust if and to the extent there is sufficient cash to provide a cash distribution on the common units that is no less than the applicable quarterly subordination threshold. If there is not sufficient cash to fund such a distribution on all trust units, the distribution to be made with respect to the subordinated units will be reduced or eliminated in order to make a distribution, to the extent possible, of up to the subordination threshold amount on the common units. Each applicable quarterly subordination threshold

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is 20% below the target distribution level for the corresponding quarter, as reflected on Annex B. In exchange for agreeing to subordinate these trust units, and in order to provide additional financial incentive to SandRidge to perform its drilling obligation and operations on the Underlying Properties in an efficient and cost-effective manner, SandRidge will be entitled to receive incentive distributions equal to 50% of the amount by which the cash available for distribution on all of the trust units in any quarter during the subordination period exceeds the target distribution for such quarter by more than 20%. SandRidge's right to receive incentive distributions will terminate upon the expiration of the subordination period.

        The subordinated units will automatically convert into common units on a one-for-one basis, and SandRidge's right to receive incentive distributions will terminate, at the end of the fourth full calendar quarter following SandRidge's satisfaction of its drilling obligation with respect to the Development Wells. SandRidge currently expects that it will complete its drilling obligation on or before December 31, 2015 and that, accordingly, the subordinated units will convert into common units on or before December 31, 2016. SandRidge is obligated to complete its drilling obligation by December 31, 2016, in which event the subordinated units would convert into common units on or before December 31, 2017.

        SandRidge's management has prepared the prospective financial information set forth below to present the target distributions to the holders of the trust units based on the estimates and assumptions described below. The accompanying prospective financial information was not prepared with a view toward complying with the guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to preparation and presentation of prospective financial information. More specifically, such information omits items that are not relevant to the trust, such as changes in financial position, an earnings per unit measure and certain non-cash expenses for depreciation, depletion and amortization used to arrive at a GAAP net income measure. SandRidge's management believes the prospective financial information was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management's knowledge and belief, the expected course of action and the expected future financial performance of the royalty interests. However, this information is based on estimates and judgments, and readers of this prospectus are cautioned not to place undue reliance on the prospective financial information.

        The prospective financial information included in this prospectus has been prepared by, and is the responsibility of, SandRidge's management. PricewaterhouseCoopers LLP, the trust's and SandRidge's independent registered public accountant, has not examined, compiled or performed any procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP expresses no opinion or any other form of assurance with respect thereto. The reports of PricewaterhouseCoopers LLP included in this prospectus relate to the Statement of Assets and Trust Corpus of the trust and the historical Statement of Revenues and Direct Operating Expenses of the Underlying Properties. The foregoing reports do not extend to the prospective financial information and should not be read to do so.

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        The following table sets forth the target distributions and subordination and incentive thresholds for each calendar quarter through the fourth quarter of 2017. The effective date of the conveyance of the royalty interests is January 1, 2012, which means that the trust will receive credit for the proceeds of production attributable to the royalty interests from that date even though the trust properties will not be conveyed to the trust until the closing of this offering.

Period
  Subordination
Threshold(1)
  Target
Distribution
  Incentive
Threshold(1)
 
 
  (per unit)
 

2012:

                   

First Quarter(2)

  $ .22   $ .27     $.33  

Second Quarter

    .39     .48     .58  

Third Quarter

    .48     .60     .72  

Fourth Quarter

    .50     .63     .75  

2013:

                   

First Quarter

    .55     .69     .83  

Second Quarter

    .58     .73     .88  

Third Quarter

    .56     .70     .84  

Fourth Quarter

    .58     .73     .87  

2014:

                   

First Quarter

    .60     .75     .90  

Second Quarter

    .62     .78     .93  

Third Quarter

    .62     .78     .93  

Fourth Quarter

    .59     .74     .89  

2015:

                   

First Quarter

    .65     .81     .97  

Second Quarter

    .66     .83     .99  

Third Quarter

    .66     .83     .99  

Fourth Quarter

    .65     .82     .98  

2016:

                   

First Quarter

    .69     .86     1.03  

Second Quarter

    .66     .82     .99  

Third Quarter

    .60     .75     .90  

Fourth Quarter

    .56     .70     .84  

2017:

                   

First Quarter

    .52     .66     .79  

Second Quarter

    .50     .62     .75  

Third Quarter

    .48     .59     .71  

Fourth Quarter

    .46     .57     .68  

(1)
The subordination and incentive thresholds terminate after the fourth full calendar quarter following SandRidge's completion of its drilling obligation.

(2)
Includes proceeds attributable to the first two months of production from January 1, 2012 to February 29, 2012, based on estimated realized production for January and February 2012, and gives effect to $1.0 million of reserves for general and administrative expenses withheld by the trustee and additional administrative costs relating to the formation of the trust.

        SandRidge has prepared the operational and financial information set forth above and below in order to present the target distributions attributable to the oil and natural gas sales volumes reflected in the reserve report. The target distributions, in the view of SandRidge's management, were prepared on a

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reasonable basis based on the assumptions outlined in "—Significant Assumptions Used to Calculate the Target Distributions."

        The operational and financial targets outlined below should not be relied upon as being necessarily indicative of future results. Neither SandRidge nor the trust undertakes any obligation to update the financial forecast to reflect events or circumstances after the date of this prospectus and readers of this prospectus are cautioned not to place undue reliance on this financial information.

        The projections and assumptions on which the operational and financial targets are based are subject to significant uncertainties, many of which are beyond the control of SandRidge and the trust. Actual cash distributions to trust unitholders, therefore, could vary significantly based upon events or conditions occurring that are different from the events or conditions assumed to occur for purposes of these operational and financial targets.

        Cash distributions to trust unitholders will be particularly sensitive to fluctuations in oil and natural gas prices and production volumes. See "—Sensitivity of Target Distributions to Oil and Natural Gas Prices and Volumes," which shows estimated effects to cash distributions through December 31, 2012 from changes in assumed realized oil and natural gas prices as well as changes in estimated production volumes attributable to probable reserves, which are, by definition, less certain to be produced than are proved reserves. As a result of typical production declines for oil and natural gas properties, production estimates generally decrease from year to year. However, the production estimates included in the table below reflect that these declines are expected to be offset by additional production from Development Wells as they are completed and begin to produce. The timing of the completion of, and the amount of production attributable to, the Development Wells are substantially dependent on SandRidge executing its drilling plans with respect to the drilling and completion of the Development Wells in a manner substantially similar to those underlying the assumptions used in establishing these target distributions. In addition, the completion of SandRidge's drilling obligation will depend, in part, on the completion of drilling for certain Development Wells by third parties, over whom SandRidge has no control, in a manner consistent with the assumptions used in establishing these target distributions. Please see "Risk Factors" for risks relating to the timing of drilling and amount of production attributable to the Development Wells. As a result of these factors, the target distributions shown in the tables below are not necessarily indicative of actual distributions to be made in future years.

        Because payments to the trust will be generated by depleting assets and production from the Underlying Properties will diminish over time, a portion of each distribution will represent a return of your original investment. See "Risk Factors—The oil and natural gas reserves estimated to be attributable to the Underlying Properties of the trust are depleting assets and production from those reserves will diminish over time. Furthermore, the trust is precluded from acquiring other oil and gas properties or royalty interests to replace the depleting assets and production."

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        The table below presents the calculation of the target distributions for each quarter through and including the quarter ending December 31, 2012.

 
  March 31,
2012(1)
  June 30,
2012
  September 30,
2012
  December 31,
2012
 
 
  (In thousands, except volumetric and per unit data)
 

Estimated production from trust properties

                         

Oil sales volumes (MBbl)

    132     206     249     261  

Natural gas sales volumes (MMcf)

    885     1,324     1,430     1,490  

Total sales volumes (MBoe)

    279     427     488     509  

% Proved developed producing (PDP) sales volumes

    100 %   72 %   71 %   59 %

% Proved undeveloped (Development) sales volumes

    0 %   28 %   26 %   39 %

% Probable undeveloped (Development) sales volumes

    0 %   0 %   4 %   3 %

% Oil volumes

    47 %   48 %   51 %   51 %

% Natural gas volumes

    53 %   52 %   49 %   49 %

Commodity price and derivative contract positions

                         

NYMEX futures price(2)

                         

Oil ($/Bbl)

    $98.85     $104.90     $107.88     $107.99  

Natural gas ($/MMBtu)

    3.08     2.43     2.64     2.81  

Assumed realized weighted unhedged price(3)

                         

Oil ($/Bbl)

    $93.82     $99.87     $102.85     $102.96  

Natural gas ($/Mcf)

    3.08     2.43     2.64     2.81  

Assumed realized weighted hedged price

                         

Oil ($/Bbl)*

                         

Percent of oil volumes hedged*

                         

Oil hedged price ($/Bbl)*

                         

Estimated cash available for distribution

                         

Oil sales revenues

  $ 12,341   $ 20,593   $ 25,642   $ 26,861  

Natural gas sales revenues

    2,725     3,213     3,778     4,188  

Realized gains (losses) from derivative contracts*

                         

Operating revenues and realized gains (losses) from derivative contracts

    15,066     23,806     29,420     31,049  

Production taxes

    (151 )   (238 )   (262 )   (335 )

Ad valorem taxes

            (161 )   (209 )

Trust administrative expenses

    (1,750 )(4)   (325 )   (325 )   (325 )
                   

Total trust expenses

    (1,901 )   (563 )   (748 )   (869 )
                   

Cash available for distribution

  $ 13,165   $ 23,243   $ 28,672   $ 30,180  
                   

Trust units outstanding

    48,000     48,000     48,000     48,000  

Target distribution per trust unit

    $.27     $.48     $.60     $.63  
                   

Subordination threshold per trust unit

    $.22     $.39     $.48     $.50  
                   

Incentive threshold per trust unit

    $.33     $.58     $.72     $.75  
                   

If actual cash exceeds target by 20%

    15,798     27,892     34,407     36,216  

Cash necessary to meet incentive

                         

threshold

    15,798     27,892     34,407     36,216  
                   

Excess cash available for incentive distributions

                 

Distributions to unitholders(5)

                 

Incentive distributions to SandRidge

                 

                         

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  March 31,
2012(1)
  June 30,
2012
  September 30,
2012
  December 31,
2012
 
 
  (In thousands)
 

If actual cash available exceeds target by 40%

  $ 18,431   $ 32,541   $ 40,141   $ 42,252  

Cash necessary to meet incentive

                         

threshold

    15,798     27,892     34,407     36,216  
                   

Excess cash available for incentive distributions

    2,633     4,649     5,734     6,036  

Distributions to unitholders(5)

    1,317     2,324     2,867     3,018  
                   

Incentive distributions to SandRidge

    1,317     2,324     2,867     3,018  
                   

If actual cash available falls short of target by 20%

    10,532     18,595     22,938     24,144  

Cash available for distribution to common units

    7,899     13,946     17,203     18,108  

Cash necessary to meet common unit subordination threshold

    7,899     13,946     17,203     18,108  
                   

Cash short of subordination threshold

                 

Reduction in distribution to subordinated units to support subordination threshold

                 

Cash distributions to common unitholders

    7,899     13,946     17,203     18,108  

Cash distributions to subordinated units

    2,633     4,649     5,734     6,036  

If actual cash available falls short of target by 40%

    7,899     13,946     17,203     18,108  

Cash available for distribution to common units

    5,924     10,459     12,903     13,581  

Cash necessary to meet common unit subordination threshold

    7,899     13,946     17,203     18,108  
                   

Cash short of subordination threshold

    (1,975 )   (3,486 )   (4,301 )   (4,527 )

Reduction in distribution to subordinated units to support subordination threshold

    1,975     3,486     4,301     4,527  

Cash distributions to common unitholders

  $ 7,899   $ 13,946   $ 17,203   $ 18,108  
                   

Cash distributions to subordinated units

                 

(1)
Includes proceeds attributable to the first two months of production from January 1, 2012 to February 29, 2012, based on estimated realized production for January and February 2012.

(2)
Average NYMEX futures prices, as reported on March 5, 2012. For a description of the effect of lower NYMEX prices on target distributions, please read "—Sensitivity of Target Distributions to Changes in Oil and Natural Gas Prices and Volumes."

(3)
Sales price net of forecasted quality, Btu content, transportation costs, and marketing costs. For information about the estimates and assumptions made in preparing the table above, see "—Significant Assumptions Used to Calculate the Target Distributions."

(4)
Includes trustee cash reserve of $1.0 million and additional administrative costs relating to the formation of the trust.

(5)
Includes distributions to SandRidge on a pro rata basis.

*
Information with respect to assumed realized weighted hedged price for oil ($/Bbl), percent of oil volumes hedged, oil hedged price ($/Bbl), and realized gains (losses) from derivative contracts will be provided after hedging arrangements are finalized with respect to estimated future production attributable to the royalty interests.

Unaudited Pro Forma Distributable Income

        If the conveyance of the royalty interests and the closing of this offering had taken place on January 1, 2011, pro forma distributable income of the trust for the twelve-month period ended December 31, 2011 would have been $37.3 million or $.78 per trust unit. There were significantly fewer producing wells in the Underlying Properties in 2011 compared to the number of wells in the Underlying Properties that are

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anticipated to be completed and producing during 2012. Production of oil and natural gas from the Underlying Properties increased during each quarter in 2011 and it is anticipated that production will continue to increase in 2012 as more wells are completed and begin to produce. As a result, it is anticipated that cash available for distribution in quarterly periods in 2012 will be in excess of the historical amounts shown in the pro forma statements for the period ended December 31, 2011. This increasing level of production is reflected in the estimated cash available for distribution in quarterly periods during 2012. Estimated production amounts reflected in the reserve reports prepared by Netherland Sewell are consistent with actual production from the Producing Wells for the year ended December 31, 2011. For a calculation of the pro forma distributable income of the trust for these periods, please read "Unaudited Pro Forma Financial Information" beginning on page F-14.

Significant Assumptions Used to Calculate the Target Distributions

        In preparing the target distributions and subordination and incentive threshold tables above and sensitivity tables below, the revenues and expenses of the trust were calculated based on the terms of the conveyances creating the trust's royalty interests using the following assumptions and those set forth above under "Target Distributions and Subordination and Incentive Thresholds." These calculations are described under "Description of the Royalty Interests."

        Production Estimates.    Other than January and February 2012 production, which is based on estimated realized production by the Underlying Properties for January and February 2012, production estimates for each of the quarters during the life of the trust are based on the reserve report. The estimates of reserves and production relating to the Underlying Properties and the royalty interests included in the reserve report have been made in accordance with the SEC's rules for reserve reporting. Production attributable to the royalty interests from the Underlying Properties for the 12-months ending December 31, 2012 is estimated to be 1,879 MBoe. However, due to the timing of the payment of production proceeds to the trust, the production attributable to the distributions for the 12-months ending December 31, 2012 will be for the 11-months ending November 30, 2012, estimated to be 1,703 MBoe. The estimated production in the forecast period gives effect to the drilling and completion by SandRidge of approximately 49 Development Wells per year during the four-year drilling period, and the completion by SandRidge of its drilling obligation to the trust of 206 Development Wells on or before December 31, 2015. As a reasonably prudent operator, SandRidge is obligated to drill and complete the Development Wells consistent with the drilling and completion techniques used in the Producing Wells to enhance oil and natural gas recovery in a cost effective manner. See "—Oil Prices" and "—Natural Gas Prices" below for a description of changes in production due to price variations. Differing levels of production will result in different levels of distributions and cash returns.

        If oil and natural gas prices decline, the operators of producing oil and natural gas properties may elect to reduce or completely suspend production. SandRidge is required under the applicable conveyance to act as a reasonably prudent operator with respect to the Underlying Properties under the same or similar circumstances as it would act if it were acting with respect to its own properties, disregarding the existence of the royalty interests as burdens affecting such properties. No adjustments have been made to estimated production in the tables above to reflect potential reductions or suspensions of production by SandRidge or third party operators.

        Oil Prices.    The assumed oil prices utilized for purposes of preparing the target distributions are based on estimated realized prices for January and February 2012 and monthly NYMEX forward pricing for the period ending December 31, 2014 and assumed price increases after December 31, 2014 of 2.5% annually, capped at $120.00 per Bbl. Using these assumptions, the price per Bbl would reach the $120.00 per Bbl cap in September 2023. The table below sets forth estimated realized prices for January and February 2012 and NYMEX forward pricing as of March 5, 2012 for the 34-month period ending December 31, 2014.

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Estimated Market Prices for Oil ($/Bbl)(1)

 
  2012   2013   2014  

January

  $ 97.67   $ 107.67   $ 101.95  

February

    100.14     107.38     101.39  

March

    100.55     106.96     100.84  

April

    106.72     106.44     100.29  

May

    107.18     105.87     99.80  

June

    107.63     105.30     99.31  

July

    107.94     104.70     98.82  

August

    108.06     104.16     98.36  

September

    108.07     103.69     97.91  

October

    108.00     103.27     97.49  

November

    107.91     102.87     97.13  

December

    107.83     102.51     96.84  

(1)
Based on estimated realized prices for January and February 2012 and NYMEX forward pricing as of March 5, 2012 for the 34-month period ending December 31, 2014.

        Natural Gas Prices.    The assumed natural gas prices utilized for purposes of preparing the target distributions are based on estimated realized prices for January and February 2012 and NYMEX forward pricing for the period ending December 31, 2014 and assumed price increases after December 31, 2014 of 2.5% annually, capped at $7.00 per MMBtu. Using these assumptions, the price per MMBtu would not reach the $7.00 per MMBtu cap before the trust's termination. The table below sets forth estimated realized prices for January and February 2012 and NYMEX forward pricing as of March 5, 2012 for the 34-month period ending December 31, 2014.

Estimated Market Prices for Natural Gas ($/MMBtu)(1)

 
  2012   2013   2014  

January

  $ 3.26   $ 3.39   $ 3.97  

February

    2.89     3.41     3.97  

March

    2.45     3.39     3.92  

April

    2.36     3.36     3.80  

May

    2.47     3.40     3.82  

June

    2.57     3.45     3.85  

July

    2.66     3.50     3.88  

August

    2.70     3.51     3.90  

September

    2.71     3.51     3.90  

October

    2.77     3.55     3.94  

November

    2.95     3.66     4.03  

December

    3.25     3.87     4.22  

(1)
Based on estimated realized prices for January and February 2012 and NYMEX forward pricing as of March 5, 2012 for the 34-month period ending December 31, 2014.

        Hedging.    The trust will enter into hedge contracts directly with unaffiliated counterparties. Additionally, SandRidge will enter into a derivatives agreement with the trust in order to transfer to the trust the economic effect of the hedge contracts entered into between SandRidge and unaffiliated counterparties. Pursuant to these arrangements, approximately            % of the expected production and            % of the expected revenues upon which the target distributions are based from                        through                         will be hedged. All of the hedge contracts relate to oil production. See "The Trust—

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Hedging Arrangements." However, the oil prices used for purposes of preparing the target distributions set forth in the prospectus do not reflect any hedging assumptions.

        Differentials.    Proceeds to the trust will be calculated based on the actual price realized by SandRidge for oil and natural gas produced, which will differ from NYMEX prices as a result of:

    discounts based on location,

    quality of oil and natural gas produced,

    estimated fuel usage for natural gas, and

    post-production costs (generally consisting of costs incurred to gather, store, compress, transport, process, treat, dehydrate and market the oil and natural gas produced).

        These charges are collectively referred to as pricing "differentials" from NYMEX pricing.

        To prepare the target distributions, assumed differentials were subtracted from the NYMEX prices shown in the tables above, based on an analysis by SandRidge of historical realized prices for production from the region. The estimated realized prices for natural gas equal the NYMEX futures prices for natural gas, and the estimated realized prices for oil assume a $5.03 per barrel negative differential from the NYMEX futures prices for oil.

        There can be no assurance that realized prices in the future will be the same as historical realized prices or the assumed realized prices used to prepare the target distributions.

        Administrative Expense.    Trust administrative expense per year is estimated to be approximately $1.3 million, although such costs could be greater or less depending on future events that cannot be predicted. Included in this annual estimate are annual administrative fees of $150,000 for the trustee and $300,000 for SandRidge. The remaining $850,000 of the trust's estimated administrative expenses are comprised of filing fees and professional services fees for audit and tax compliance services, reserve estimation services and legal fees. The estimate was based on estimates provided by service providers, SandRidge's experience with its other royalty trusts, and SandRidge's experience as a public company. It has been assumed that the annual fee to SandRidge will remain flat for the life of the trust, the annual fee to the trustee will escalate at 2.5% after the fourth quarter of 2017, and the remaining estimated costs of $850,000 will escalate at a rate of 2.5% annually starting in the first quarter of 2014. It has been assumed that the trust will also pay, out of the first cash payment received by the trust, the trustee's and Delaware trustee's legal expenses incurred in forming the trust as well as the trustee's acceptance fee in the amount of $10,000. These costs will be deducted by the trust before distributions are made to trust unitholders.

        Trustee's Cash Reserve.    It has been assumed that the trustee will withhold $1.0 million from the first distribution to unitholders to establish a cash reserve available for potential administrative expenses of the trust. No other cash reserves have been assumed.

        Tax Treatment of Royalty Interests.    For U.S. federal income tax purposes, the Term PDP Royalty will, and the Term Development Royalty should, be treated as debt instruments. Accordingly, the Term Royalties will be subject to the original issue discount, or OID, rules of the Internal Revenue Code, which require that payments made to the trust with respect to the Term Royalties will be treated first as consisting of a payment of interest to the extent of interest deemed accrued under the OID rules at the "comparable yield" SandRidge would be expected to pay, as of the initial issue date, on a fixed rate debt security with no contingent payments but otherwise comparable terms and conditions, and the excess, if any, will be treated as a payment of principal (which is non-taxable). For federal income tax purposes, the Perpetual PDP Royalties will be, and the Perpetual Development Royalties should be, treated as mineral royalty interests, which give rise to ordinary income subject to depletion.

        Timing of Actual Cash Distributions.    Quarterly cash distributions will be made on or about the 60th day following the end of each calendar quarter to unitholders of record on or about the 45th day following each calendar quarter. Due to the timing of SandRidge's receipt of cash for production, it has been

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assumed that cash distributions for each quarter will include production from the first two months of the quarter just ended as well as the last month of the immediately preceding quarter. The first distribution, which will cover the first quarter of 2012, is expected to be made on or about May 30, 2012 to record unitholders as of May 15, 2012, and will include sales for oil and natural gas for two month period from January 1, 2012 through February 29, 2012. Thereafter, quarterly distributions will generally relate to production of oil and natural gas for a three month period, including one month of the prior quarter.

        Applicable Taxes.    Oklahoma levies a tax on the production of oil and natural gas in the state. Under current law, a reduced rate of production tax is available for the first four years of a horizontal well's production so long as the well is producing before July 1, 2015. Accordingly, it has been assumed that the effective rate of Oklahoma production tax on the oil and gas attributable to the trust will be approximately 1.0% for the first four years of production for each well, and approximately 7.0% thereafter.

        Kansas levies an 8% mineral severance tax on the taxable gross value of oil and natural gas production. However, for a period of 24 months following the month in which oil or natural gas is first produced from a new pool, such production is exempt from the mineral severance tax. In addition to the mineral severance tax, producing oil and natural gas wells and associated equipment are generally considered taxable personal property subject to Kansas property taxes. Effective composite property tax rates within the section of the AMI located in Kansas will vary by year and taxing authority but are expected to range between 3% and 5% of the taxable value of the oil and natural gas reserves owned by the trust. Persons who are liable for both property and mineral severance taxes, as would be the trust, are allowed a credit against the mineral severance tax in an amount equal to 3.67% of the taxable gross value, effectively reducing the mineral severance tax to 4.33%.

        It is assumed that 190 Development Wells will be drilled in Oklahoma and 16 Development Wells will be drilled in Kansas. If a different number of Development Wells is drilled in each jurisdiction, applicable taxes would be affected commensurately.

        Incentive Distributions.    To the extent that the trust has cash available for distribution in excess of the incentive thresholds during the subordination period, SandRidge will be entitled to receive 50% of such cash as incentive distributions. The incentive distributions terminate upon completion of the subordination period.

        Valuation of Perpetual Royalties.    In estimating the cash available for distribution to trust unitholders following the Termination Date, the royalty interests attributable to the Perpetual Royalties, which the trust will own on the Termination Date and subsequently sell, were valued at $183.7 million as of the Termination Date. This value was determined using a discounted cash flow analysis assuming:

    an estimated future production of approximately 6.75 MMBoe following the Termination Date, which is based on reserve and production data from the reserve reports attributable to the Perpetual Royalties; and

    prices of $120.00 per Bbl of oil as set forth above under the heading "—Oil Prices" on page 57 and $7.00 per MMBtu of natural gas as set forth above under the heading "—Natural Gas Prices" on page 58, each as adjusted as set forth above under the heading "—Differentials" on page 59.

        The actual value of the Perpetual Royalties sold by the trust following the Termination Date and the proceeds available for distribution to trust unitholders from such sale will depend on numerous factors out of SandRidge's or the trust's control, including the estimated future production of the reserves attributable to the Perpetual Royalties on the Termination Date, current and expected commodity prices as of the Termination Date and the discount rate employed by prospective purchasers.

Sensitivity of Target Distributions to Changes in Oil and Natural Gas Prices and Volumes

        The amount of revenues of the trust and cash distributions to the trust unitholders will be directly dependent on the sales price for oil and natural gas sold, the volumes of oil and natural gas produced and,

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to some degree, variations in property and production taxes, if any, and post-production costs. The following tables demonstrate the effect that changes in the estimated oil and natural gas production for the forecast period ending December 31, 2012 as reflected in the reserve report and the impact that fluctuations in assumed realized oil and natural gas prices could have on cash distributions to the trust unitholders.

        These tables set forth the sensitivity of annual cash distributions per trust unit for the forecast period ending December 31, 2012 based upon:

    the assumption that a total of 36,000,000 common trust units and 12,000,000 subordinated units are issued and outstanding after the closing of the offering made hereby;

    an assumed initial public offering price of $                  per common unit;

    various realizations of oil and natural gas production levels estimated in the reserve report;

    various assumed realized oil and natural gas prices;

    assumptions regarding applicable taxes and differentials; and

    other assumptions described above under "—Significant Assumptions Used to Calculate the Target Distributions." The assumed realized prices of oil and natural gas production shown have been chosen solely for illustrative purposes, and do not reflect any hedging assumptions.

        The tables give effect to the subordination and incentive distribution features that are contained in the terms of the trust. For a description of the way in which those features would impact trust unitholders' distributions, please see "Target Distributions and Subordination and Incentive Thresholds."

        The following tables are not a projection or forecast of the actual or estimated results from an investment in the common units. The purpose of these tables is to illustrate the sensitivity of cash distributions to changes in oil and natural gas production levels and the price of oil and natural gas. There is no assurance that the assumptions described below will actually occur or that oil and natural gas production levels and the prices of oil and natural gas will not change by amounts different from those shown in the tables.

        The hedging arrangements for the trust will be in effect only through            , and thus there is likely to be greater fluctuation in cash distributions resulting from fluctuations in realized oil and natural gas prices in periods subsequent to such time. See "Risk Factors" for a discussion of various items that could impact production levels and the price of oil and natural gas.

        These distributions are sensitized to both assumed oil and natural gas prices and production from the trust properties. The quarterly distributions in the tables below are based on assumptions outlined in "—Significant Assumptions Used to Calculate the Target Distributions." The tables set forth below provide examples of possible distributions for the quarters ending March 31, 2012, June 30, 2012, September 30, 2012 and December 31, 2012 based on various pricing and production assumptions.

        For scenarios in these tables that involve lower NYMEX oil or natural gas prices and production volumes, as applicable, the quarterly distribution per unit does not fall below the subordination threshold because the subordinated units support the common distributions.

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        For each table, the assumed oil price per Bbl or natural gas price per MMBtu, as applicable, used to estimate quarterly distributions is also the assumed oil price or gas price for all previous quarters. The distributions below do not reflect any hedging assumptions.

Estimated Distribution per Common Unit
for the Quarter Ending March 31, 2012

GRAPHIC

Estimated Distribution per Common Unit
for the Quarter Ending June 30, 2012

GRAPHIC

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Estimated Distribution per Common Unit
for the Quarter Ending September 30, 2012

GRAPHIC

Estimated Distribution per Common Unit
for the Quarter Ending December 31, 2012

GRAPHIC

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THE UNDERLYING PROPERTIES

        The Underlying Properties consist of the oil and gas leasehold interest owned by SandRidge in the Mississippian formation in Noble, Kay, Alfalfa, Grant and Woods counties in northern Oklahoma and Harper, Comanche, Sumner and Barber counties in southern Kansas arising under leases and farmout agreements related to properties from which the PDP Royalty Interest and the Development Royalty Interest will be conveyed. The Underlying Properties consist of approximately 81,200 gross acres (53,000 net acres). As of December 31, 2011 and after giving effect to the conveyance of the PDP Royalty Interest and the Development Royalty Interest to the trust, the total proved reserves estimated to be attributable to the trust were 26.1 MMBoe. This amount includes 10.2 MMBoe attributable to the PDP Royalty Interest and 15.9 MMBoe attributable to the Development Royalty Interest. In addition, as of December 31, 2011 and after giving effect to the conveyance of the PDP Royalty Interest and the Development Royalty Interest to the trust, there were 9.8 MMBoe of probable reserves estimated to be attributable to the trust, all of which was attributable to the Development Royalty Interest. Please see "—Oil and Natural Gas Reserves" and "—The Reserve Report" for information about the estimated reserves attributable to the trust. The reserves attributable to the trust's royalty interests include the reserves that are expected to be produced from the Mississippian formation during the 20-year period in which the trust owns the royalty interests as well as the residual interest in the reserves that the trust will sell on or shortly following the Termination Date.

Overview of the Underlying Properties

        The Underlying Properties are located in northern Oklahoma and southern Kansas in the Mississippian formation, which is an expansive carbonate hydrocarbon system located on the Anadarko Shelf. The top of the formation is encountered between 4,000 feet and 7,000 feet and lies stratigraphically between the Pennsylvanian-aged Morrow formation and the Devonian-aged Woodford Shale formation. The Mississippian formation can reach 1,000 feet in gross thickness and the targeted porosity zone is between 50 and 100 feet in thickness. The formation's geology is well understood as a result of the thousands of vertical wells drilled and produced there since the 1940s, including approximately 73 vertical wells drilled on the Underlying Properties, and over 500 horizontal wells drilled in the region in the Mississippian formation.

        In 2007, the application of horizontal cased-hole drilling and multi-stage hydraulic fracturing treatments demonstrated the potential for extracting significant additional quantities of oil and natural gas from the formation. Since the beginning of 2009, there have been over 500 horizontal wells drilled in the Mississippian formation in northern Oklahoma and southern Kansas, including 255 drilled by SandRidge. From December 31, 2010 to December 31, 2011, the number of SandRidge's producing horizontal wells in the Mississippian formation increased from 44 to 174. As of December 31, 2011, there were approximately 43 horizontal rigs drilling in the formation, with 19 of those rigs drilling for SandRidge. While horizontal wells are more expensive than vertical wells, a horizontal well bore increases the production of hydrocarbons and adds significant recoverable reserves per well. In addition, one horizontal well is the effective equivalent of several vertical wells, and as a result better returns on drilling investments may be achieved with horizontal drilling.

        As of December 31, 2011, SandRidge had approximately 1.3 million net acres leased in the Mississippian formation in northern Oklahoma and Kansas.

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Historical Results from the Producing Wells

        The following table provides revenues and direct operating expenses relating to the Producing Wells for the year ended December 31, 2011, derived from the Underlying Properties' statement of revenues and direct operating expenses included elsewhere in this prospectus. As of December 31, 2011, there were 54 Producing Wells, the first of which began producing in February 2011. As a result, the information in the table set forth below will not be comparable to the trust's results going forward as SandRidge completes additional Producing Wells. The information in the table below does not reflect the formation of the trust or the conveyance of the PDP Royalty Interest to the trust. The selected financial data presented below should be read in conjunction with the audited statement of revenues and direct operating expenses of the Underlying Properties, the related notes and "—Discussion and Analysis of Historical Results from the Producing Wells" included elsewhere in this prospectus and the discussion of SandRidge's business and related Management's Discussion and Analysis of Financial Condition and Results of Operations of SandRidge Energy, Inc. incorporated by reference in this prospectus.

 
  Year Ended
December 31, 2011
 
 
  (Dollars in thousands)
 

Oil and natural gas revenues

  $ 50,652  

Direct operating expenses:

       

Lease operating expense

    9,399  

Production taxes and other post-production expenses

    2,355  
       

Total direct operating expenses

    11,754  
       

Revenues in excess of direct operating expenses

  $ 38,898  
       

Oil and Natural Gas Sales Prices and Production Costs

        The following table sets forth the production, average sales price and production and post-production costs for the Producing Wells on a historical basis for the year ended December 31, 2011, and for the royalty interests on a pro forma basis for the year ended December 31, 2011. Estimated production amounts reflected in the reserve reports prepared by Netherland Sewell are consistent with actual production from the Producing Wells for the year ended December 31, 2011.

 
  Historical Results
for Producing Wells
  Pro Forma for
Royalty Interests(1)
 
 
  Year Ended
December 31, 2011
  Year Ended
December 31, 2011
 
 
  (Dollars in thousands)
 

Production(2):

             

Oil (barrels)

    452,154     361,723  

Natural gas (Mcf)

    2,591,777     2,073,422  
           

Total production (Boe)

    884,117     707,293  

Average sales prices:

             

Oil (per barrel)

  $ 87.99   $ 87.99  

Natural gas (per Mcf)

  $ 4.19   $ 4.19  

Production costs (per Boe)(3)

 
$

10.63
 
$

 

Post-production costs and taxes (per Boe)(4)

 
$

2.66
 
$

2.66
 

(1)
Pro forma figures are calculated as if the conveyances were in effect for the period indicated.

(2)
Production volumes represent volumes from SandRidge's interest and are net of all burdens and any third-party interest in the wells. Gross production from the 54 completed (and producing) wells was approximately 1,625,000 Boe for the year ended December 31, 2011.

(3)
Production costs include lease operating costs.

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(4)
Post-production costs and taxes are generally based upon (i) volume produced and (ii) prices received for production.

Discussion and Analysis of Historical Results from the Producing Wells

        Year ended December 31, 2011.    During the year ended December 31, 2011, SandRidge drilled or participated in the drilling of 67 wells included in the Underlying Properties, including two wells spud in late 2010. The first of these wells began production in February 2011 with an additional 53 wells beginning production during 2011. The remaining 13 wells drilled during this period were awaiting completion at December 31, 2011. The completed wells were drilled with an average perforated interval length of approximately 4,200 feet and completed with an average of 8.8 fracture stimulations per well. Aggregate monthly production net to SandRidge's interest ranged during this period from a low of approximately 120 Boe during February 2011 to a high of approximately 176,000 Boe during December 2011. Total volumes produced and sold during 2011 from the 54 wells producing during the period was approximately 884,000 Boe.

        The average sales prices received for oil and natural gas production during 2011 were $87.99 per barrel of oil and $4.19 per Mcf, respectively, before deduction of any post-production costs or operating expenses. Prices received ranged from a low of $75.80 per barrel in August 2011 to a high of $103.35 per barrel in April 2011 for oil sales and from a low of $3.81 per Mcf in November 2011 to a high of $4.83 per Mcf in May 2011 for natural gas sales. Post-production costs were $2.66 per Boe produced and totaled approximately $2.4 million for 2011. Lease operating expenses were $10.63 per Boe produced and totaled approximately $9.4 million for the same period. Revenues less direct operating expenses were approximately $38.9 million for 2011.

        During 2011, SandRidge invested approximately $645,000 in the development of one well that was classified as proved undeveloped at December 31, 2010. This well was classified as proved developed at December 31, 2011. As of December 31, 2011, all of the 54 producing wells were expected to pay out their drilling and completion costs.

Oil and Natural Gas Reserves

        Netherland Sewell estimated oil and natural gas reserves attributable to the Underlying Properties as of December 31, 2011. Numerous uncertainties are inherent in estimating reserve volumes and values, and the estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production of the reserves may vary significantly from the original estimates.

        Proved and probable reserves of the Underlying Properties and royalty interests.    The following table sets forth certain estimated proved and probable reserves and their PV-10 value as of December 31, 2011 attributable to the Underlying Properties and the royalty interests, in each case derived from the reserve report. The reserve report was prepared by Netherland Sewell in accordance with criteria established by the SEC.

        Reserve quantities attributable to the royalty interests are calculated by multiplying the gross reserves for each property by the royalty interest assigned to the trust in each property. The net revenues attributable to the trust's reserves are net of an assumed level of post-production costs based on historical results. The reserves related to the Underlying Properties include all of the proved and probable reserves expected to be economically produced during the life of the properties. The reserves and revenues attributable to the trust's interests include only the reserves attributable to the Underlying Properties that are expected to be produced within the 20-year period in which the trust owns the Term Royalties as well as the residual interest in the reserves that the trust will own on the Termination Date attributable to the Perpetual Royalties.

        Proved reserves are reserves that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably

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certain. Probable reserves are reserves that are less certain to be recovered than proved reserves but that, together with proved reserves, are at least as likely as not to be recovered. Estimates of probable reserves are subject to substantially greater risk of not actually being realized. For a discussion of the uncertainties associated with estimates of probable reserves, see "Risk Factors—Actual reserves and future production may be less than current estimates, which could reduce cash distributions by the trust and the value of the trust units."

 
  Proved Reserves(1)    
  Probable Reserves(1)    
 
 
  Oil
(MBbl)
  Natural
Gas
(MMcf)
  Total
(MBoe)
  PV-10
Value(2)
  Oil
(MBbl)
  Natural
Gas
(MMcf)
  Total
(MBoe)
  PV-10
Value(2)
 
 
  (Dollars in thousands)
 

Underlying Properties

    18,958     137,303     41,842   $ 662,121     7,611     55,679     16,891   $ 176,418  

Royalty Interests:

                                                 

PDP Royalty Interests (80%)(3)

    4,793     32,580     10,223   $ 285,978                  

Development Royalty Interests (70%)

    7,416     50,792     15,882   $ 402,631     4,579     31,075     9,758   $ 211,261  
                                   

Total

    12,210     83,371     26,105   $ 688,609     4,579     31,075     9,758   $ 211,261  
                                   

(1)
The proved and probable reserves were determined using a 12-month unweighted arithmetic average of the first-day-of-the-month prices for oil and natural gas for the period from December 31, 2010 through December 31, 2011, without giving effect to derivative transactions, and were held constant for the life of the properties. The prices used in the reserve report, as well as SandRidge's internal reports, yield weighted average prices at the wellhead, which are based on first-day-of-the-month reference prices and adjusted for transportation and regional price differentials. The reference prices and the equivalent weighted average wellhead prices are both presented in the table below.

 
  Reference prices   Weighted average
wellhead prices
 
 
  Oil
(per Bbl)
  Natural gas
(per Mcf)
  Oil
(per Bbl)
  Natural gas
(per Mcf)
 

December 31, 2011

  $ 92.71   $ 4.118   $ 91.21   $ 4.118  
(2)
PV-10 is the present value of estimated future net revenue to be generated from the production of proved and probable reserves, discounted using an annual discount rate of 10%, calculated without deducting future income taxes. PV-10 is a non-GAAP financial measure and generally differs from standardized measure of discounted net cash flows, or Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. Because the historical financial information related to the Underlying Properties consists solely of revenues and direct operating expenses and does not include the effect of income taxes, we expect the PV-10 and Standardized Measure attributable to the Underlying Properties to be equivalent. Because the trust will not bear federal income tax expense, we also expect the PV-10 and Standardized Measure attributable to the royalty interests to be equivalent. Neither PV-10 nor Standardized Measure represents an estimate of the fair market value of the Underlying Properties or the royalty interests. SandRidge and others in the industry use PV-10 as a measure to compare the relative size and value of proved and probable reserves held by companies without regard to the specific tax characteristics of such entities. PV-10 for the royalty interests has been calculated without deduction for production and development costs, as the trust will not bear those costs.

(3)
Includes reserves associated with wells in the process of being completed.

        Proved Undeveloped Reserves.    During 2011, SandRidge drilled 26 wells in the Underlying Properties, and spent approximately $61.3 million in drilling capital expenditures, to convert approximately 6.1 MMBoe of proved undeveloped reserves to proved developed reserves.

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        Information concerning historical changes in net proved reserves attributable to the Underlying Properties, and the calculation of the standardized measure of discounted future net revenues related thereto, is contained in the historical financial statements and pro forma financial information contained elsewhere in this prospectus. SandRidge has not filed reserve estimates covering the Underlying Properties with any other federal authority or agency.

The Reserve Report

        All of the oil and natural gas reserves as of December 31, 2011 in this prospectus were estimated by Netherland Sewell. The process to review and estimate the reserves began with a SandRidge staff reservoir engineer collecting and verifying all pertinent data, including but not limited to well test data, production data, historical pricing, cost information, property ownership interests, reservoir data, geosciences data and non-confidential production data of relevant wells and operations in the area. This data was reviewed by various levels of SandRidge management for accuracy, before consultation with Netherland Sewell. These individuals consulted regularly with Netherland Sewell during the reserve estimation process to review properties, assumptions, and any new data available. Internal reserve estimates and methodologies were compared to those prepared by Netherland Sewell to test the reserve estimates and conclusions before the reserve estimates were included in this prospectus. Additionally, SandRidge's senior management reviewed and approved the reserve report contained herein.

        Internal Controls.    SandRidge's Executive Vice President—Reservoir Engineering is the technical person primarily responsible for overseeing the preparation of the company's reserve estimates, is the primary contact with Netherland Sewell and received the reserve report from Netherland Sewell. He has a Bachelor of Science degree in Mechanical Engineering with 30 years of practical industry experience, including 25 years of estimating and evaluating reserve information. In addition, SandRidge's Executive Vice President—Reservoir Engineering has been a certified professional engineer in the state of Oklahoma since 1988 and a member of the Society of Petroleum Engineers since 1980.

        SandRidge's Reservoir Engineering Department continually monitors asset performance and makes reserves estimate adjustments, as necessary, to ensure the most current reservoir information is reflected in reserves estimates. Reserve information includes production histories as well as other geologic, economic, ownership and engineering data. The department currently has a total of 21 full-time employees, comprised of eight degreed engineers and 13 engineering analysts/technicians with a minimum of a four-year degree in mathematics, economics, finance or other business or science fields.

        SandRidge maintains a continuous education program for engineers and technicians on new technologies and industry advancements and also offers refresher training on basic skill sets.

        In order to ensure the reliability of reserves estimates, internal controls observed within the reserve estimation process include:

    No employee's compensation is tied to the amount of reserves booked.

    Reserves estimates are made by experienced reservoir engineers or under their direct supervision.

    The Reservoir Engineering Department reports directly to the President, independently from all of SandRidge's operating divisions.

    The Reservoir Engineering Department follows comprehensive SEC-compliant internal policies to determine and report proved and probable reserves, including:

    confirming that reserve estimates include all properties owned and are based upon proper working and net revenue interests;

    reviewing and using in the estimation process data provided by other departments within SandRidge such as Accounting; and

    comparing and reconciling internally generated reserve estimates to those prepared by third parties.

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        Each quarter, the Executive Vice President—Reservoir Engineering presents the status of SandRidge's reserves, including the reserves associated with the Underlying Properties, to the Executive Committee, which subsequently approves all changes. In the event the quarterly updated reserves estimates are disclosed, the aforementioned review process is evidenced by signatures from the Executive Vice President—Reservoir Engineering and the Chief Financial Officer.

        SandRidge's Reservoir Engineering Department works closely with its independent petroleum consultants at each fiscal year end to ensure the integrity, accuracy and timeliness of annual independent reserves estimates. These independently developed reserves estimates are adopted as SandRidge's corporate reserves and are reviewed by the Audit Committee, as well as the Chief Financial Officer, Senior Vice President of Accounting, Vice President of Internal Audit, Vice President of Financial Reporting, Treasurer and General Counsel. In addition to reviewing the independently developed reserve reports, the Audit Committee interviews the third-party engineer at Netherland Sewell primarily responsible for the reserve report.

        Technologies.    Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from known reservoirs from a given date forward, and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. The term "reasonable certainty" implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

        Under SEC rules, probable reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered from a given date forward, and under existing economic conditions, operating methods, and government regulations prior to the time which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probalistic methods are used for the estimation.

        The estimates of proved developed reserves included in the reserve report were prepared using decline curve analysis to determine the reserves of individual Producing Wells.

        After estimating the reserves of each proved developed well, it was determined that a reasonable level of certainty exists with respect to the reserves that can be expected from close offset undeveloped wells in the field. The continuity of the formation across the AMI was established by reviewing electric well logs, geologically mapping the analogous reservoir and reviewing extensive production data from more than 1,200 vertical and 145 horizontal wells. The reserves attributable to the Producing Wells, which cover a wide area of the AMI, and the continuity of the formation over the AMI classification further supports proved undeveloped classification within close proximity to the Producing Wells. Data from both SandRidge and offset operators with which SandRidge has exchanged technical data demonstrate a consistency in this formation and the in situ fluids over an area much larger than the AMI. In addition, direct measurement from other producing wells was also used to confirm consistency in reservoir properties such as porosity, thickness and stratigraphic conformity.

        While vertical well control exists across all of the AMI most of the existing producing horizontal wells were drilled without benefit of a direct offset producing lateral section. These wells all encountered proven reserves in the Mississippian formation. The proved undeveloped locations within the AMI are generally

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direct parallel offsets to the horizontal wells drilled and producing to date. Of the proved undeveloped drilling locations identified in the reserve report, only approximately 16% are not direct offsets of other historically producing wells. Those approximately 16% proved undeveloped drilling locations are generally characterized as the second parallel offset and are interior to developed wells with commercial representative production.

        With respect to the Underlying Properties, the proved reserves are limited to the productive units and proved units that are reasonably certain of economic production when drilled, within the productive limits of the reservoir. The probable reserve locations do not meet the reasonable certainty criteria because they are not direct offsets to producing horizontal wells and are perimeter to developed wells, even though extensive geological and engineering data demonstrates a continuity of the formation. However, the probable reserves, together with proved reserves, are at least as likely as not to be recovered when drilled. The locations of proved undeveloped reserves and probable reserves were estimated using analogy to the representative proved developed wells. This analogy is based on 145 producing wells which provide the estimated reserves and production profile for the proved and probable undeveloped wells. There are 67 Producing Wells and 122 Development Well locations attributable to PUD reserves or 1.8 Development Well locations attributable to PUD reserves for every Producing Well. There are 84 Development Well locations attributable to probable reserves or 1.3 Development Well locations attributable to probable reserves for every Producing Well.

        Netherland Sewell.    Netherland Sewell, the independent petroleum engineering consultant, estimated all of the reserve information in this prospectus, in accordance with the definitions and guidelines of the SEC and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas. For the purposes of the reserve report, Netherland Sewell used technical and economic data including, but not limited to, well test data, production data, historical price and cost information, and property ownership interests. The reserves in the reserve report have been estimated using deterministic methods. Netherland Sewell used standard engineering and geosciences methods, or a combination of methods, such as performance analysis and analogy, that they considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and guidelines. A substantial portion of these reserves are for undeveloped locations and producing wells that lack sufficient production history upon which performance-related estimates of reserves can be based. Therefore, these reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics.

        Netherland Sewell's expertise is in petroleum engineering, geoscience, and petrophysical interpretation, not legal or accounting matters; they are not accountants, attorneys, or landmen. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, the conclusions from Netherland Sewell necessarily represent only informed professional judgment. The titles to the properties have not been examined by Netherland Sewell, nor has the actual degree or type of interest owned been independently confirmed. The data used in Netherland Sewell's estimates were obtained from SandRidge and the non-confidential files of Netherland Sewell and were accepted as accurate. Supporting geoscience, field performance, and work data are on file in their office.

        The qualifications of the technical person at Netherland Sewell primarily responsible for overseeing his firm's preparation of the reserve estimates presented herein include: 29 years of practical experience in petroleum engineering and more than 12 years estimating and evaluating reserve information; a registered professional engineer in the states of Texas, Louisiana and Wyoming; and a Bachelor of Science Degree in Civil Engineering and Masters in Business Administration. These qualifications meet or exceed the Society of Petroleum Engineers standard requirements to be a professionally qualified Reserve Estimator and Auditor.

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        Netherland Sewell is comprised of independent petroleum engineers, geologists, geophysicists, and petrophysicists; Netherland Sewell does not own an interest in these properties and is not employed on a contingent basis.

Additional Information Regarding the Underlying Properties

        Drilling Activity.    The following table sets forth information with respect to the wells completed by SandRidge on the Underlying Properties during the periods indicated. Productive wells are those that produce commercial quantities of hydrocarbons, regardless of whether they produce a reasonable rate of return. Gross wells refer to the total number of wells in which SandRidge had a working interest and net wells refer to gross wells multiplied by SandRidge's average working interest in such wells. As of December 31, 2011, there were 2 gross (1.52 net) wells drilling or awaiting completion.

 
  Twelve Months Ended
December 31, 2011
 
 
  Gross   Percent   Net   Percent  

Development:

                         

Productive

    57     100 %   38.22     100 %

Dry

    0     0 %   0     0 %
                   

Total

    57     100 %   38.22     100 %

Exploratory:

                         

Productive

    10     100 %   6.01     100 %

Dry

    0     0 %   0     0 %
                   

Total

    10     100 %   6.01     100 %

Total:

                         

Productive

    67     100 %   44.23     100 %

Dry

    0     0 %   0     0 %

        Productive Wells.    The following table sets forth the number of productive wells within the AMI in which SandRidge owned working interests as of December 31, 2011 and from which SandRidge will convey the PDP Royalty Interest to the trust. Productive wells consist of producing wells and wells capable of producing, including oil wells awaiting connection to production facilities and natural gas wells awaiting pipeline connections to commence deliveries. Gross wells refer to the total number of wells in which SandRidge had a working interest and net wells refer to gross wells multiplied by SandRidge's average working interest in such wells.

 
  Oil   Natural Gas   Total  
 
  Gross   Net   Gross   Net   Gross   Net  

Productive Wells

    67     44.23     0     0     67     44.23  

        Developed and Undeveloped Acreage.    The following table sets forth information regarding developed and undeveloped acreage held by SandRidge within the AMI as of December 31, 2011:

 
  Developed
Acreage(1)
  Undeveloped
Acreage(2)
 
 
  Gross(3)   Net(4)   Gross(3)   Net(4)  

Acreage Held by SandRidge within the AMI

    27,899     20,506     40,476     32,954  

(1)
Developed acres are acres spaced or assigned to productive wells.

(2)
Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves.

(3)
A gross acre is an acre in which SandRidge owns a working interest. The number of gross acres is the total number of acres in which SandRidge owns a working interest.

(4)
A net acre is deemed to exist when the sum of SandRidge's fractional ownership working interests in gross acres equals one. The number of net acres is the sum of SandRidge's fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.

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        Many of the leases comprising the acreage set forth in the table above will expire at the end of their respective primary terms unless production from the leasehold acreage is established prior to such date, in which event the lease will remain in effect until production has ceased. The following table sets forth as of December 31, 2011 the expiration periods of the gross and net acres that are subject to leases in the acreage summarized in the above table.

 
  Acres
Expiring
Twelve Months Ending
  Net   Gross

December 31, 2012

    1,335     1,484

December 31, 2013

    19,301     23,698

December 31, 2014

    10,796     12,674

December 31, 2015

    278     320

December, 2016 and later

    9     80

Other(1)

    1,235     2,220
         

Total

    32,954     40,476
         

(1)
Leases remaining in effect until development efforts or production on the developed portion of the particular lease has ceased.

Properties Underlying the Development Royalty Interest

        SandRidge's average net revenue interest in the oil and natural gas properties underlying the Development Royalty Interest is approximately 47.4%. The Development Royalty Interest will entitle the trust to receive 70% of the proceeds attributable to SandRidge's net revenue interest in future production of oil and natural gas resulting from the drilling of the Development Wells, with 35% of such proceeds attributable to the Term Development Royalty and 35% of such proceeds attributable to the Perpetual Development Royalty.

        SandRidge expects to operate approximately 67% of the Development Wells during the subordination period. Until such time as SandRidge has met its commitment to drill the Development Wells, SandRidge will covenant and agree not to drill and complete, and will not permit any other person within its control to drill and complete, any well in the AMI for its own account. Upon the trustee's release of the Drilling Support Lien, SandRidge will further agree not to drill and complete, and will not permit any other person within its control to drill and complete, any well in the AMI that will have a perforation that will be within 660 feet of any perforation of any Development Well or Producing Well during the time period in which any such well is producing.

        If SandRidge drills one or more Development Wells in which it has less than a 47.4% net revenue interest, it may drill, or cause to be drilled, additional wells above the planned number for the trust in order to make the total number of Development Wells equal 206. For instance, if SandRidge drilled one well in which it has a 40% net revenue interest, and such well was drilled to a perforated length of 3,000 feet, such well would count for purposes of the development agreement as only .72 Development Wells (i.e., 3,000 / 3,500 X 40% / 47.4%). In order to compensate for this, SandRidge could drill, or cause to be drilled, an additional well with a perforated length of 2,000 feet and a 23.2% net revenue interest so that the trust still received one Development Well. See "The Trust—Development Agreement and Drilling Support Lien."

        Prior to fulfilling its drilling obligation to the trust, SandRidge may in limited circumstances cause the trust to exchange leased acreage in the AMI subject to the royalty interests, free and clear of such royalty interests, for other leased acreage in the AMI or the sections adjacent to the AMI (but excluding any sections that comprise part of the Area of Mutual Interest with respect to SandRidge Mississippian Trust I), and to cause such leased acreage exchanged with the trust to be made subject to the royalty interests as set forth in the conveyances. Such adjacent sections are referred to as the "Development Area." In addition, if SandRidge acquires any additional leases or interests in the AMI prior to the completion of its drilling obligation, SandRidge may make such additional leases or interests subject to the royalty interests

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with respect to any Development Wells subsequently drilled on such acreage. If additional acreage in the Development Area becomes subject to the royalty interests, then the AMI will automatically expand without further action by SandRidge or the trust to include such additional acreage. However, the aggregate acreage attributable to the exchanged acreage or additional leases or interests that becomes subject to the royalty interests may not exceed five percent of the acreage initially subject to the royalty interests. See "Description of the Royalty Interests—Additional Features of the Royalty Interests—Exchange and Addition of Acreage" for more information.

Sale and Abandonment of the Underlying Properties

        SandRidge and any transferee will have the right to abandon its interest in any well or property comprising a portion of the Underlying Properties if, in its opinion, such well or property ceases to produce or is not capable of producing in commercially paying quantities. To reduce or eliminate the potential conflict of interest between SandRidge and the trust in determining whether a well is capable of producing in commercially paying quantities, SandRidge and any transferee, as applicable, will be required under the applicable conveyance to act in good faith and as a reasonably prudent operator in the AMI under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the royalty interests as a burden affecting such properties.

        After completion of its drilling obligation, SandRidge generally may sell all or a portion of its interests in the Underlying Properties, subject to and burdened by the royalty interests, without the consent of the trust unitholders. In addition, SandRidge may, without the consent of the trust unitholders, require the trust to release for sale royalty interests with an aggregate value to the trust not to exceed $5.0 million during any 12-month period. These releases will be made only in connection with a sale by SandRidge of Underlying Properties and are conditioned upon the trust receiving an amount equal to the fair value to the trust of such royalty interests. Any net sales proceeds paid to the trust are distributable to trust unitholders for the quarter in which they are received. SandRidge has not identified for sale any of the Underlying Properties.

Marketing and Post-Production Services

        Pursuant to the terms of the conveyances creating the royalty interests, SandRidge will have the responsibility to market, or cause to be marketed, the oil and natural gas production related to the Underlying Properties. The terms of the conveyances creating the royalty interests do not permit SandRidge to charge any marketing fee when determining the proceeds upon which the royalty payments will be calculated. As a result, the proceeds to the trust from the sales of oil and natural gas production from the Underlying Properties will be determined based on the same price (net of post-production costs) that SandRidge receives for oil and natural gas production attributable to SandRidge's remaining interest in the Underlying Properties.

        A wholly owned subsidiary of SandRidge markets the majority of SandRidge's operated production. Such subsidiary enters into oil and natural gas sales arrangements with large aggregators of supply and these arrangements may be on a month-to-month basis or may be for a term of up to one year or longer. The oil and natural gas are sold at a market price and subsequently any applicable post-production costs will be deducted. The primary aggregators of supply with whom SandRidge currently does business in the AMI are Atlas Pipeline Mid-Continent WestOk, LLC, Sunoco Partners Marketing & Terminals, L.P., and Gavilon, LLC.

        Following this offering, post-production costs will be deducted from proceeds paid to the trust. SandRidge may provide post-production services itself or contract with others to provide post-production services, including gathering, transportation, processing and other reasonable post-production services, including transportation on downstream interstate pipelines. Such post-production costs will be expressed either (1) as a cost per Bbl or MMBtu or (2) as a percentage of the gross production from a well. The trust's cash available for distribution will be reduced by SandRidge's deductions for these post-production costs.

        Post-production costs may be deducted by the ultimate purchaser of the oil and natural gas prior to payment being made to SandRidge or its marketing affiliate for such production. At other times,

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SandRidge or its marketing affiliate will make payments directly to the third parties providing such post-production services. In either instance, the trust's cash available for distribution will be reduced by the costs paid by SandRidge for such post-production services provided by third parties. If the post-production costs are expressed as a percentage of the gross production from a well, then the volume of production from that well actually available for sale is less the applicable percentage charged, and as a result the reserves associated with that well that are attributable to the royalty interest are reduced accordingly.

        The cost of marketing and post-production services is included within the assumed differentials from NYMEX pricing discussed above under "Target Distributions and Subordination and Incentive Thresholds."

        Regardless of whether the post-production costs are based upon a cost per Bbl or per MMBtu or a percentage of gross production from a well, such costs may increase or decrease in the future. The post-production costs attributable to third party arrangements may be costs established by arms-length negotiations or pursuant to a state or federal regulatory proceeding. SandRidge will be permitted to deduct from the proceeds available to the trust other post-production costs necessary to make the oil and natural gas from the Underlying Properties marketable, so long as such costs do not materially exceed the charges prevailing in the area for similar services.

        SandRidge expects to enter into oil and natural gas supply arrangements and post-production service arrangements for the oil and natural gas to be produced from the Development Wells that are similar to those in place with respect to the Producing Wells. Any new oil and natural gas supply arrangements or those entered into for providing post-production services, will be utilized in determining the proceeds for the Underlying Properties.

Title to Properties

        The Underlying Properties are subject to certain burdens that are described in more detail below. To the extent that these burdens and obligations affect SandRidge's rights to production and the value of production from the Underlying Properties, they have been taken into account in calculating the trust's interests and in estimating the size and the value of the reserves attributable to the royalty interests.

        SandRidge acquired its interests in the Underlying Properties through a variety of means, including through the acquisition of oil and natural gas leases by SandRidge directly from the mineral owner, through assignments of oil and natural gas leases to SandRidge by the lessee who originally obtained the leases from the mineral owner, through farmout agreements that grant SandRidge the right to earn interests in the properties covered by such agreements by drilling wells, and through acquisitions of other oil and natural gas interests by SandRidge.

        SandRidge's interests in the oil and natural gas properties comprising the Underlying Properties are typically subject, in one degree or another, to one or more of the following:

    royalties and other burdens, express and implied, under oil and natural gas leases;

    production payments and similar interests and other burdens created by SandRidge or its predecessors in title;

    a variety of contractual obligations arising under operating agreements, farmout agreements, production sales contracts and other agreements that may affect the properties or their titles;

    liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements that are not yet delinquent or, if delinquent, are being contested in good faith;

    pooling, unitization and communitization agreements, declarations and orders;

    easements, restrictions, rights-of-way and other matters that commonly affect real property;

    conventional rights of reassignment that obligate SandRidge to reassign all or part of a property to a third party if SandRidge intends to release or abandon such property; and

    rights reserved to or vested in the appropriate governmental agency or authority to control or regulate the Underlying Properties.

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        SandRidge believes that the burdens and obligations affecting the Underlying Properties and the royalty interests are conventional in the industry for similar properties. SandRidge also believes that the burdens and obligations do not, in the aggregate, materially interfere with the use of the Underlying Properties and will not materially adversely affect the value of the royalty interest.

        SandRidge believes that its title to the Underlying Properties is, and the trust's title to the royalty interests will be, good and defensible in accordance with standards generally accepted in the oil and gas industry, subject to such exceptions as are not so material as to detract substantially from the use or value of such properties or royalty interests. SandRidge has not necessarily obtained drilling title opinions on all of the Underlying Properties. SandRidge does not intend to perform any further title examination prior to the closing of the offering being made hereby. Prior to drilling of a Development Well, SandRidge intends to obtain a drilling title opinion to identify defects in title to the leasehold. Frequently, as a result of title examinations, certain curative work may be required to correct identified title defects, and such curative work entails time and expense. SandRidge will not be relieved of its obligation to drill a well if title defects are identified that prevent SandRidge from drilling in such drill site.

Insurance

        In accordance with industry practice, SandRidge maintains insurance against some, but not all, of the operating risks to which its business is exposed. SandRidge currently has insurance policies that include coverage for general liability (includes sudden and accidental pollution), physical damage to its oil and gas properties, operational control of offshore wells, aviation, auto liability, marine liability, worker's compensation and employer's liability, among other things. At the depths and in the areas in which SandRidge operates, and in light of the vertical and horizontal drilling that it undertakes, SandRidge typically does not encounter high pressures or extreme drilling conditions. Accordingly, SandRidge does not carry control of well insurance for onshore operations.

        Currently, SandRidge has general liability insurance coverage up to $1 million per occurrence, which includes sudden and accidental environmental liability coverage for the effects of pollution on third parties arising from its operations. SandRidge's insurance policies contain maximum policy limits and in most cases, deductibles (generally ranging from $25,000 to $1 million) that must be met prior to recovery. These insurance policies are subject to certain customary exclusions and limitations. In addition, SandRidge maintains $100 million in excess liability coverage, which is in addition to and triggered if the general liability per occurrence limit is reached.

        SandRidge requires all of its third-party contractors to sign master services agreements in which they agree to indemnify SandRidge for injuries and deaths of the service provider's employees as well as contractors and subcontractors hired by the service provider. Similarly, SandRidge generally agrees to indemnify each third-party contractor against claims made by employees of SandRidge and SandRidge's other contractors. Additionally, each party generally is responsible for damage to its own property.

        The third-party contractors that perform hydraulic fracturing operations for SandRidge sign the master services agreements containing the indemnification provisions noted above. SandRidge does not currently have any insurance policies in effect that are intended to provide coverage for losses solely related to hydraulic fracturing operations. However, SandRidge believes its general liability and excess liability insurance policies would cover third party claims related to hydraulic fracturing operations and associated legal expenses, in accordance with, and subject to, the terms of such policies.

        SandRidge re-evaluates the purchase of insurance, coverage limits and deductibles annually. Future insurance coverage for the oil and gas industry could increase in cost and may include higher deductibles or retentions. In addition, some forms of insurance may become unavailable in the future or unavailable on terms that are economically acceptable. No assurance can be given that SandRidge will be able to maintain insurance in the future at rates that it considers reasonable and SandRidge may elect to self-insure or maintain only catastrophic coverage for certain risks in the future.

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Competition and Markets

        The oil and natural gas industry is highly competitive. SandRidge competes with major oil and gas companies and independent oil and gas companies for leases, equipment, personnel and markets for the sale of oil and natural gas. Many of these competitors are financially stronger than SandRidge, but even financially troubled competitors can affect the market because of their need to sell oil and natural gas at any price to attempt to maintain cash flow. The trust will be subject to the same competitive conditions as SandRidge and other companies in the oil and gas industry.

        Oil and natural gas compete with other forms of energy available to customers, primarily based on price. These alternate forms of energy include electricity, coal and fuel oils. Changes in the availability or price of oil and natural gas or other forms of energy, as well as business conditions, conservation, legislation, regulations and the ability to convert to alternate fuels and other forms of energy may affect the demand for oil and natural gas.

        Future price fluctuations for oil and natural gas will directly impact trust distributions, estimates of reserves attributable to the trust's interests, and estimated and actual future net revenues to the trust. In view of the many uncertainties that affect the supply and demand for oil and natural gas, neither the trust nor SandRidge can make reliable predictions of future supply and demand for oil and natural gas, future oil and natural gas prices or the effect of future oil and natural gas prices on the trust.

Regulation

        Oil and Natural Gas Regulation.    The availability, terms and cost of transportation significantly affect sales of oil and natural gas. The interstate transportation and sale for resale of oil and natural gas is subject to federal regulation, including regulation of the terms, conditions and rates for interstate transportation, storage and various other matters, primarily by the Federal Energy Regulatory Commission. Federal and state regulations govern the price and terms for access to oil and natural gas pipeline transportation. The Federal Energy Regulatory Commission's regulations for interstate oil and natural gas transmission in some circumstances may also affect the intrastate transportation of oil and natural gas.

        Sales of oil and natural gas are not currently regulated and are made at market prices. Although oil and natural gas prices are currently unregulated, Congress historically has been active in the area of oil and natural gas regulation. Neither SandRidge nor the trust can predict whether new legislation to regulate oil and natural gas prices might be proposed, what proposals, if any, might actually be enacted by Congress or state legislatures, and what effect, if any, the proposals might have on the operations of the Underlying Properties.

        Environmental Regulation.    The exploration, development and production of oil and natural gas are subject to stringent and comprehensive federal, state, tribal, regional and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may, among other things, require permits to conduct drilling, water withdrawal and waste disposal operations; govern the amounts and types of substances that may be disposed or released into the environment; limit or prohibit construction or drilling activities in sensitive areas such as wetlands, wilderness areas or areas inhabited by endangered or threatened species; require investigatory and remedial actions to mitigate pollution conditions arising from SandRidge's operations or attributable to former operations; impose restrictions designed to protect employees from exposure to hazardous substances; and impose obligations to reclaim and abandon well sites and pits. Failure to comply with these laws and regulations may result in the assessment of sanctions, including monetary penalties, the imposition of remedial obligations and the issuance of orders enjoining operations in affected areas. Pursuant to such laws, regulations and permits, SandRidge may be subject to operational restrictions and has made and expects to continue to make capital and other compliance expenditures.

        The clear trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment, and thus, any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly construction, drilling, water management, completion, waste handling, storage, transport, disposal, or remediation requirements or emission or discharge limits could have a material adverse effect on the proceeds available to the trust

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under the royalty interests. Moreover, accidental releases or spills may occur in the course of SandRidge's operations on the Underlying Properties, and there can be no assurance that SandRidge will not incur significant costs and liabilities as a result of such releases or spills, including any third party claims for damage to property and natural resources or personal injury.

        The following is a summary of the more significant existing environmental and employee, health and safety laws and regulations applicable to the oil and natural gas industry and for which compliance may have a material adverse impact on SandRidge's operation of the Underlying Properties.

        Hazardous Substances and Wastes.    The Comprehensive Environmental Response, Compensation and Liability Act, as amended ("CERCLA"), also known as the Superfund law and comparable state laws impose joint and several liability, without regard to fault or legality of conduct, on certain classes of persons who are considered to be responsible for the release of a "hazardous substance" into the environment. These persons include current and prior owners or operators of the site where the release occurred and entities that disposed or arranged for the disposal of the hazardous substances at the site. Under CERCLA, these "responsible persons" may be subject to strict, joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain environmental and health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury, natural resource damage and property damage allegedly caused by the release of hazardous substances into the environment. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. SandRidge uses and generates materials in the course of its operations, including with respect to the Underlying Properties, that may be regulated as hazardous substances.

        SandRidge generates wastes that are subject to the requirements of the Resource Conservation and Recovery Act, as amended ("RCRA"), and comparable state statutes. RCRA imposes strict requirements on the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Drilling fluids, produced waters and many of the other wastes associated with the exploration, production and development of crude oil and natural gas are currently exempt from regulation as hazardous wastes under RCRA. However, it is possible that certain oil and natural gas exploration and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. In September 2010, the Natural Resources Defense Council filed a petition for rulemaking with the EPA requesting reconsideration of the RCRA exemption for exploration, production, and development wastes. To date, the EPA has not taken any action on the petition. Any change in the RCRA exemption for such wastes could result in an increase in costs to manage and dispose of wastes, which could have a material adverse effect on the cash distributions to the trust unitholders. In the course of its operations, SandRidge generates petroleum hydrocarbon wastes and ordinary industrial wastes that are subject to regulation under the RCRA. SandRidge is in substantial compliance with all regulations regarding the handling and disposal of oil and gas exploration and production wastes from its operations, including with respect to the Underlying Properties.

        SandRidge currently owns, leases or operates, and in the past may have owned, leased or operated, properties that have been used to explore for and produce oil and natural gas. Although SandRidge may have utilized operating and disposal practices that were standard in the industry at the applicable time, hydrocarbons and wastes may have been disposed of or released on or under the properties owned, leased or operated by SandRidge or on or under the other locations where these hydrocarbons and wastes have been taken for treatment or disposal. In addition, certain of these properties have been operated by third parties whose treatment and disposal or release of hydrocarbons and wastes was not under SandRidge's control. These properties and wastes disposed thereon may be subject to CERCLA, RCRA and analogous state laws. Under these laws, SandRidge could be required to remove or remediate previously disposed wastes, to investigate and clean up contaminated property and to perform remedial operations to prevent future contamination or to pay some or all of the costs of any such action.

        Air Emissions.    The Clean Air Act, as amended, and comparable state laws and regulations restrict the emission of air pollutants from many sources and also impose various permitting, monitoring and

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reporting requirements. These laws and regulations may require SandRidge to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with air permit requirements or utilize specific equipment or technologies to control emissions. Obtaining permits has the potential to delay the development of oil and natural gas projects. While SandRidge may be required to incur certain capital expenditures for air pollution control equipment or other air emissions-related issues, SandRidge does not believe that such requirements will have a material adverse effect on its ability to satisfy its obligations to the trust. In July 2011, the EPA proposed a range of new regulations that would establish new air emission controls for oil and natural gas production and natural gas processing, including, among other things, a new source performance standard for volatile organic compounds that would apply to newly hydraulically fractured wells, existing wells that are re-fractured, compressors, pneumatic controllers, condensate and crude oil storage tanks, and natural gas processing plants. The EPA is under a court order to finalize these proposed regulations by April 3, 2012.

        Water Discharges.    The Federal Water Pollution Control Act, as amended ("Clean Water Act"), and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into navigable waters. Pursuant to the Clean Water Act and analogous state laws, permits must be obtained to discharge produced waters and sand, drilling fluids, drill cuttings and other substances related to the oil and gas industry into onshore, coastal and offshore waters of the United States or state waters. Any such discharge of pollutants into regulated waters must be performed in accordance with the terms of the permit issued by EPA or the analogous state agency. In addition, spill prevention, control and countermeasure requirements under federal law require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. In addition, the Clean Water Act and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities.

        Climate Change.    In December 2009, the EPA published its findings that emissions of carbon dioxide, methane and certain other GHGs present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the earth's atmosphere and other climatic changes. These findings allow the EPA to adopt and implement regulations that restrict emissions of GHGs under existing provisions of the Clean Air Act. Accordingly, the EPA has adopted rules that require a reduction in emissions of GHGs from motor vehicles and also trigger Clean Air Act construction and operating permit review for GHG emissions from certain stationary sources. The EPA's rules relating to emissions of GHGs from stationary sources of emissions are currently subject to a number of legal challenges, but the federal courts have thus far declined to issue any injunctions to prevent the EPA from implementing, or requiring state environmental agencies to implement, the rules. In addition, the EPA has adopted rules requiring the reporting of GHG emissions from onshore oil and natural gas production facilities in the United States on an annual basis. The adoption and implementation of any regulations imposing reporting obligations on, or limiting emissions of GHG gases from, SandRidge's equipment and operations could require SandRidge to incur additional costs to reduce emissions of GHGs associated with its operations or could adversely affect demand for the oil and natural gas it produces. Finally, some scientists have concluded that increasing concentrations of GHGs in the Earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events; if any such effects were to occur, they could have an adverse effect on SandRidge and potentially subject SandRidge to further regulation.

        In addition, Congress has considered legislation to reduce emissions of GHGs and almost one-half of the states have begun taking actions to control and/or reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs. Any future federal laws or implementing regulations that may be adopted to address GHG emissions could require SandRidge to incur increased operating costs, could adversely affect demand for the oil and natural gas that it produces, and could have a material adverse effect on SandRidge's business, financial condition and results of operations.

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        Endangered Species.    The federal Endangered Species Act ("ESA") restricts activities that may affect endangered or threatened species or their habitats. We believe operations are in substantial compliance with the ESA. If endangered species are located in areas of the underlying properties where SandRidge wishes to conduct seismic surveys, development activities or abandonment operations, the work could be prohibited or delayed or expensive mitigation may be required. Moreover, as a result of a settlement approved by the U.S. District Court for the District of Columbia on September 9, 2011, the U.S. Fish and Wildlife Service is required to consider listing more than 250 species as endangered under the ESA. Under the September 9, 2011 settlement, the federal agency is required to make a determination on listing of the species as endangered or threatened over the next six years, through the agency's 2017 fiscal year. The designation of previously unprotected species as threatened or endangered in areas where underlying property operations are conducted could cause SandRidge to incur increased costs arising from species protection measures or could result in limitations on its exploration and production activities that could have an adverse impact on its ability to develop and produce reserves.

        Employee Health and Safety.    The operations of SandRidge are subject to a number of federal and state laws and regulations, including the federal Occupational Safety and Health Act, as amended ("OSHA"), and comparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in SandRidge's operations and that this information be provided to employees, state and local government authorities and citizens. SandRidge believes that it is in substantial compliance with all applicable laws and regulations relating to worker health and safety.

        State Regulation.    Both Oklahoma and Kansas regulate the drilling for, and the production and gathering of, oil and natural gas, including requirements relating to drilling permits, the location, spacing and density of wells, unitization and pooling of interests, the method of drilling, casing and equipping of wells, the protection of fresh water sources, the orderly development of common sources of supply of oil and natural gas, the operation of wells, allowable rates of production, the use of fresh water in oil and natural gas operations, saltwater injection and disposal operations, the plugging and abandonment of wells and the restoration of surface properties, the prevention of waste of oil and natural gas resources, the protection of the correlative rights of oil and natural gas owners and, where necessary to avoid unfair, unjust or discriminatory service, the fees, terms and conditions for the gathering of natural gas. The effect of these regulations may be to limit the number of wells that SandRidge may drill, impact the locations at which SandRidge may drill wells, restrict the amounts of oil and natural gas that may be produced from SandRidge's wells and increase the costs of its operations. Realized prices for the first sale of oil and natural gas are not subject to state regulation in Oklahoma or Kansas.

        Hydraulic Fracturing.    Oil and natural gas may be recovered from the Underlying Properties through the use of hydraulic fracturing, combined with sophisticated drilling. Hydraulic fracturing, which involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production, is typically regulated by state oil and gas commissions. However, the EPA has asserted federal regulatory authority over certain hydraulic fracturing practices not currently employed by SandRidge in the AMI. Also, legislation has been introduced, but not enacted, in Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process. The U.S. Department of the Interior is considering disclosure requirements and other mandates for hydraulic fracturing on federal lands. In addition, some states have adopted, and other states, including Kansas, are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances. Certain states in which SandRidge operates, including Oklahoma, and municipalities have adopted, and other states, including Kansas, and municipalities are considering adopting, regulations that have imposed, or that could impose, more stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations. Local ordinances or other regulations may regulate or prohibit the performance of well drilling in general and hydraulic fracturing in particular. If new laws or regulations that significantly restrict hydraulic fracturing are adopted at the state level, such legal

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requirements could cause project delays and make it more difficult or costly for SandRidge to perform fracturing to stimulate production from the Mississippian formation. These delays or additional costs could adversely affect the determination of whether a well is commercially viable. In addition, if hydraulic fracturing is regulated at the federal level, SandRidge's fracturing activities, including with respect to its operations at the Underlying Properties, could become subject to additional permit requirements or operational restrictions and also to associated permitting delays and potential increases in costs. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that SandRidge is ultimately able to produce in commercial quantities from the Underlying Properties.

        In addition, a number of federal agencies are analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing. The White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices, and a committee of the United States House of Representatives has conducted an investigation of hydraulic fracturing practices. The EPA has commenced a study of the potential environmental effects of hydraulic fracturing on drinking water and groundwater, with initial results expected to be available by late 2012 and final results by 2014. Moreover, the EPA announced on October 20, 2011 that it is also launching a study regarding wastewater resulting from hydraulic fracturing activities and currently plans to propose standards by 2014 that such wastewater must meet before being transported to a treatment plant. In addition, the U.S. Department of Energy has conducted an investigation of practices the agency could recommend to better protect the environment from drilling using hydraulic fracturing completion methods and the U.S. Government Accountability Office has investigated how hydraulic fracturing might adversely affect water sources. Additionally, certain members of Congress have called upon the SEC to investigate the natural gas industry and any possible misleading of investors or the public regarding the economic feasibility of pursuing natural gas deposits in shales by means of hydraulic fracturing; and the U.S. Energy Information Administration to provide a better understanding of that agency's estimates regarding natural gas reserves, including reserves from shale formations, as well as uncertainties associated with those estimates. These ongoing or proposed studies, depending on their degree of pursuit and any meaningful results obtained, could spur initiatives to further regulate hydraulic fracturing under the federal Safe Drinking Water Act or other regulatory mechanisms.

        All of the acreage and undeveloped reserves within the AMI are subject to hydraulic fracturing procedures as the process is required to economically develop the Mississippian formation in northern Oklahoma and southern Kansas. The hydraulic fracturing process is integral to SandRidge's overall drilling and completion costs in the AMI and represents approximately 15% of the total drilling/completion costs per well (or, approximately $450,000 per well).

        SandRidge diligently reviews best practices and industry standards, and complies with all regulatory requirements in the protection of potable water sources. Protective practices include, but are not limited to, setting multiple strings of protection pipe across the potable water sources and cementing these pipes from setting depth to surface, continuously monitoring the hydraulic fracturing process in real time, and disposing of all non-commercially produced fluids in certified disposal wells at depths below the potable water sources.

        Based on current completion techniques, a typical fracturing procedure for a well in the Mississippian formation uses approximately 1,680,000 gallons of fluid and approximately 35,000 gallons-equivalent of sand. Fresh water and/or produced saltwater make up approximately 99.8% of the total fracturing fluid. Of the remaining .2% of fluid, approximately one third is comprised of material such as enzymes and Guar (a common food additive), and slightly more than two thirds is a combination of other chemicals. In total, approximately 1,715,000 gallons of water, sand and chemicals are pumped during the typical Mississippian fracture treatment.

        There have not been any incidents, citations or suits related to SandRidge's hydraulic fracturing activities involving environmental concerns.

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DESCRIPTION OF THE ROYALTY INTERESTS

        The royalty interests will be conveyed to the trust by SandRidge by means of conveyance instruments that will be recorded in the real property records in Noble, Kay, Alfalfa, Grant and Woods counties in northern Oklahoma and Harper, Comanche, Sumner and Barber counties in southern Kansas and, if necessary, the real property records of any additional counties where the oil and natural gas to which the Underlying Properties relate are located.

        The royalty interests will be conveyed from SandRidge's interest in the Producing Wells and the Development Wells. The PDP Royalty Interest entitles the trust to receive 80% of the proceeds (exclusive of any production or development costs but after deducting post-production costs and any applicable taxes) from the sale of production of oil and natural gas attributable to SandRidge's net revenue interest in the Producing Wells. The Development Royalty Interest entitles the trust to receive 70% of the proceeds (exclusive of any production or development costs but after deducting post-production costs and any applicable taxes) from the sale of production of oil and natural gas attributable to SandRidge's net revenue interest in the Development Wells.

        The percentage of production proceeds to be received by the trust with respect to a well will equal the product of (1) the percentage of proceeds to which the trust is entitled under the terms of the conveyances (80% for the Producing Wells and 70% for the Development Wells) multiplied by (2) SandRidge's net revenue interest in the well. SandRidge on average owns a 53.6% net revenue interest in the Producing Wells. Therefore, the trust will have an average 42.9% net revenue interest in the Producing Wells. SandRidge on average owns a 47.4% net revenue interest in the properties in the AMI on which it intends to drill the Development Wells and based on this net revenue interest, the trust would have an average 33.2% net revenue interest in the Development Wells. SandRidge's actual net revenue interest in any particular Development Well may differ from this average, and will depend on SandRidge's working interest and the royalty interests and similar revenue burdens owed to third parties with respect to such well.

PDP Royalty Interest

        The PDP Royalty Interest entitles the trust to receive an amount of cash for each calendar quarter equal to 80% of the proceeds (exclusive of any production or development costs but after deducting post-production costs and any applicable taxes) from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Producing Wells. Proceeds from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Producing Wells in any calendar quarter means, for any calendar quarter commencing on or after January 1, 2012, the amount calculated based on actual production volumes attributable to SandRidge's net revenue interest in the Producing Wells, in each case after deducting the trust's proportionate share of:

    any taxes levied on the severance or production of the oil and natural gas produced from the Producing Wells, any property taxes attributable to the oil and natural gas produced from the Producing Wells, and any taxes associated with facilities, equipment, land or other property associated with the Producing Wells; and

    post-production costs, which will generally consist of costs incurred to gather, store, compress, transport, process, treat, dehydrate and market the oil and natural gas produced, as applicable (excluding costs for marketing services provided by SandRidge).

        Proceeds payable to the trust from the sale of oil and natural gas production attributable to the Producing Wells in any calendar quarter will not be subject to any deductions for any expenses attributable to exploration, drilling, development, operating, maintenance or any other costs incident to the production of oil and natural gas production attributable to the Producing Wells, including any costs to plug and abandon a Producing Well.

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Development Royalty Interest

        The Development Royalty Interest entitles the trust to receive an amount of cash for each calendar quarter equal to 70% of the proceeds (exclusive of any production or development costs but after deducting post-production costs and any applicable taxes) from the sale of estimated oil and natural gas production attributable to SandRidge's net revenue interest in the Development Wells. Proceeds from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Development Wells in any calendar quarter means, for any calendar quarter commencing on or after January 1, 2012, the amount calculated based on actual production volumes attributable to SandRidge's net revenue interest in the Development Wells, in each case after deducting the trust's proportionate share of:

    any taxes levied on the severance or production of the oil and natural gas produced from the Development Wells, any property taxes attributable to the oil and natural gas produced from the Development Wells, and any taxes associated with facilities, equipment, land or other property associated with the Development Wells; and

    post-production costs, which will generally consist of costs incurred to gather, store, compress, transport, process, treat, dehydrate and market the oil and natural gas produced, as applicable (excluding costs for marketing services provided by SandRidge).

        Proceeds payable to the trust from the sale of oil and natural gas production attributable to the Development Wells in any calendar quarter will not be subject to any deductions for any expenses attributable to exploration, drilling, development, operating, maintenance or any other costs incident to the production of oil and natural gas production attributable to the Development Wells, including any costs to drill a Development Well.

        The Perpetual Development Royalty in respect of the Development Wells located in Kansas will have a term of 21 years commencing on January 1, 2012 and, if production commences during such period, so long thereafter as SandRidge's leasehold interests remain in force.

Sale of the Perpetual Royalties

        The trust will begin to liquidate on the Termination Date and will soon thereafter wind up its affairs and terminate. The Term Royalties will automatically revert to SandRidge at the Termination Date, while the Perpetual Royalties will be sold and the proceeds thereof will be distributed to the unitholders at the Termination Date or soon thereafter. SandRidge will have a first right of refusal to purchase the Perpetual Royalties at the Termination Date.

        The trust agreement provides that the trustee will use commercially reasonable efforts to retain a third-party advisor to market the Perpetual Royalties within 30 business days of the Termination Date. If the trustee receives a bona fide offer from a proposed purchaser other than SandRidge and wants to sell all or part of the Perpetual Royalties, it will be required to give notice (the "Offer Notice") to SandRidge, identifying the proposed purchaser and setting forth the proposed sale price, payment terms and other material terms and conditions under which the trustee is proposing to sell. SandRidge would then have 30 days from receipt of the Offer Notice to elect, by notice to the trustee, to purchase the subject properties offered for sale on the terms and conditions set forth in the Offer Notice. If SandRidge makes such election, the proposed purchaser would be entitled to receive reimbursement of its reasonable and documented expenses incurred in connection with its review and analysis of the subject properties and bid preparation. SandRidge and the trust would share equally the cost of reimbursement to the proposed purchaser.

        If SandRidge does not give notice within the 30-day period following the Offer Notice, the trustee may, within 60 days, sell such properties to the identified purchaser on terms and conditions that are substantially the same as those previously set forth in such Offer Notice. Moreover, if, after a reasonable marketing period, no bid is received on any or all of the Perpetual Royalties from any party other than

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SandRidge, then SandRidge shall obtain, at the trust's expense, and deliver to the trustee, a fairness opinion from a nationally-recognized valuation firm with expertise in valuing oil and natural gas properties stating that the proposed sale price to be paid by SandRidge to the trust for the properties is fair to the trust.

Additional Features of the Royalty Interests

        Reasonably Prudent Operator Standard.    Under the conveyances, SandRidge is obligated to act in good faith and as a reasonably prudent operator in the AMI under the same or similar circumstances as it would if it were acting with respect to its own properties, disregarding the existence of the royalty interests as burdens affecting such properties. Accordingly, there may be situations where SandRidge will drill on one or more potential drilling locations within the AMI that are not those identified locations underlying the reserve report.

        Warranty and Remedies.    In the conveyances, SandRidge will warrant to the trust that the royalty interests granted to the trust are free of all encumbrances created by, through or under SandRidge (other than certain permitted encumbrances). If this warranty is breached, SandRidge must add to amounts owed to the trust the difference between what the trust actually receives from the royalty interests and what the trust should have received from the royalty interests had this warranty not been breached. If SandRidge's net revenue interest with respect to the Underlying Properties ever proves to be larger as of the effective date of a conveyance than the amount reflected in the conveyance at the time of grant, and, as a result, the trust receives amounts greater than what the trust would have received if the correct net revenue interest had been reflected in the conveyance, SandRidge will have the right to treat any such amounts paid to the trust as a credit or offset against any amounts payable to the trust on account of a breach of the warranty described above.

        Controversies.    If a controversy arises as to the sales price of any production, then for purposes of determining gross proceeds:

    amounts withheld or placed in escrow by a purchaser are not considered to be received by the owner of the underlying property until actually collected;

    amounts received by the owner of the underlying property and promptly deposited with a nonaffiliated escrow agent will not be considered to have been received until disbursed to it by the escrow agent; and

    amounts received by the owner of the underlying property and not deposited with an escrow agent will be considered to have been received.

        Overpayments.    The trustee is not obligated to return any cash received from the royalty interests. Any overpayments made to the trust by SandRidge due to adjustments to prior calculations of proceeds or otherwise will reduce future amounts payable to the trust until SandRidge recovers the overpayments.

        Sale and Release of Underlying Properties.    The conveyances provide that SandRidge may not sell any of the Underlying Properties subject to the royalty interests until it has satisfied the drilling obligation pursuant to the terms of the development agreement. After the satisfaction of its drilling obligation, the conveyances generally permit SandRidge to sell, without the consent or approval of the trust unitholders, all or any part of its retained interest in the Underlying Properties, if such Underlying Properties are sold subject to and burdened by the royalty interests. The trust unitholders are not entitled to any proceeds of any sale of SandRidge's interest in the Underlying Properties that remains subject to and burdened by the royalty interests. Following such sale, the royalties attributable to the transferred property will be calculated as described in this prospectus, and paid by the purchaser or transferee to the trust. As a result, any additional costs resulting from the sold property will not reduce the proceeds paid to the trust from the Underlying Properties retained by SandRidge. SandRidge will require any purchaser of any of the

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Underlying Properties to enter into an agreement to perform SandRidge's obligations under the administrative services agreement with respect to those properties under the same terms and conditions.

        In addition, following the satisfaction of its drilling obligation, SandRidge may, without the consent of the trust unitholders, require the trust to release for sale royalty interests with an aggregate value to the trust not to exceed $5.0 million during any 12-month period. These releases will be made only in connection with a sale by SandRidge of a portion of the Underlying Properties and are conditioned upon the trust receiving an amount equal to the fair value to the trust of such royalty interests. Any net sales proceeds paid to the trust in respect of any such released Underlying Properties are distributable to trust unitholders for the quarter in which they are received. SandRidge has not identified for sale any of the Underlying Properties.

        Exchange and Addition of Acreage.    SandRidge may at its option at any time prior to the completion of its drilling obligation cause the trust to exchange leased acreage subject to the royalty interests, free and clear of such royalty interests, for other leased acreage in the AMI or the Development Area, and cause such leased acreage exchanged to the trust to be made subject to the royalty interests as set forth in the conveyances (excluding any wells that are already producing on such leased acreage at the time of such exchange). Following such an exchange, any exchange acreage in the Development Area will be included in the AMI for all purposes of the development agreement, and the corresponding acreage in the AMI exchanged therewith will be excluded from the AMI for all purposes of the development agreement. In addition, in the event SandRidge acquires any additional leases or interests in the AMI (other than renewals or extensions) prior to the completion of its drilling obligation, SandRidge may at its option make such additional leases or interests subject to the royalty interests with respect to any Development Wells subsequently drilled on such acreage. In no event, however, may any exchange of acreage or any addition of leased acreage or interests be effected unless SandRidge certifies to the trust that, among other things, all of the aggregate acreage attributable to the exchanged leases or additional leases or interests does not exceed five percent of the acreage initially subject to the royalty interests and that, with respect to exchange acreage, the reasonable quantity of proved undeveloped reserves and probable reserves of such exchange acreage does not differ significantly from the reasonable quantity of proved undeveloped reserves and probable reserves being exchanged for such acreage, and, with respect to additional leases or interests, the reserve profile of such acreage is consistent with the reserve profile of the acreage that would be developed in the absence of such additional acreage.

        Abandonment of Underlying Property.    SandRidge or any transferee of an Underlying Property will have the right to abandon, at its cost, any well or property if it reasonably believes the well or property ceases to produce or is not capable of producing in commercially paying quantities. In making such decisions, SandRidge or any transferee of an Underlying Property is required under the applicable conveyance to act as a reasonably prudent operator in the AMI under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the royalty interests as burdens affecting such properties. Upon termination of the lease, that portion of the royalty interests derived from the terminated lease will be extinguished.

        Maintenance of Books and Records.    SandRidge must maintain books and records sufficient to determine the amounts payable for the royalty interests to the trust. Quarterly and annually, SandRidge must deliver to the trustee a statement of the computation of the proceeds for each computation period as well as quarterly drilling and production results. Because SandRidge files reports with the SEC, those reports will be publicly available. See "Where You Can Find More Information."

        Reservation of Rights.    Pursuant to the conveyances, SandRidge will expressly except and reserve all right, title and interest in and to any well and appurtenant production facilities not expressly conveyed to the trust.

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DESCRIPTION OF THE TRUST AGREEMENT

Creation and Organization of the Trust; Amendments

        The trust was created under Delaware law as a separate legal entity to acquire and hold the royalty interests for the benefit of the trust unitholders pursuant to an agreement between SandRidge, the trustee and the Delaware trustee. The royalty interests are passive in nature and neither the trust nor the trustee has any control over or responsibility for costs relating to the operation of the Underlying Properties. Neither SandRidge nor any other operator of the Underlying Properties has any contractual commitments to the trust to provide additional funding or to conduct further drilling on or to maintain its ownership interest in any of these properties other than the obligations of SandRidge to designate and drill the Development Wells. After the conveyance of the royalty interests, however, SandRidge will retain an interest in each of the Underlying Properties. For a description of the Underlying Properties and other information relating to them, see "The Underlying Properties."

        The trust agreement will provide that the trust's business activities will generally be limited to owning the royalty interests and entering into hedging arrangements and other activities reasonably related thereto, including activities required or permitted by the terms of the conveyances related to the royalty interests. As a result, the trust will not be permitted to acquire other oil and natural gas properties or royalty interests. Additionally, following the completion of this offering, the trust will not be able to issue any additional trust units.

        The beneficial interests in the trust are divided into 48,000,000 trust units. Each trust unit represents an equal undivided beneficial interest in the property of the trust. Please read "Description of the Trust Units" for additional information concerning the trust units.

        Amendment of the trust agreement generally requires the vote of holders of a majority of the trust units and a majority of the common units (excluding common units owned by SandRidge and its affiliates) voting in person or by proxy at a meeting of such unitholders at which a quorum is present. At any time that SandRidge and its affiliates collectively own less than 10% of the total trust units outstanding, however, the standard for approval will be the vote of a majority of the trust units, including units owned by SandRidge, voting in person or by proxy at a meeting of the unitholders at which a quorum is present. Abstentions and broker non-votes shall not be deemed to be a vote cast. However, no amendment may:

    increase the power of the trustee to engage in business or investment activities;

    decrease the incentive threshold or increase the subordination threshold or change the portion of the quarterly cash distributions payable as an incentive distribution;

    alter the rights of the trust unitholders as among themselves; or

    permit the trustee to distribute the royalty interests in kind.

        Amendments to the trust agreement's provisions addressing the following matters may not be made without SandRidge's consent:

    dispositions of the trust's assets;

    indemnification of the trustee;

    reimbursement of out-of-pocket expenses of SandRidge when acting as the trust's agent;

    termination of the trust; and

    amendments of the trust agreement.

        Certain amendments to the trust agreement do not require the vote of the trust unitholders. See "—Permitted Amendments."

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        The business and affairs of the trust will be managed by the trustee. The trustee will have no ability to manage or influence the operations of the Underlying Properties. SandRidge operates 79% of the Producing Wells and expects to operate approximately 67% of the Development Wells during the subordination period but will have no ability to manage or influence the management of the trust, except through its limited voting rights as a holder of trust units and its limited ability to manage the hedging program.

Assets of the Trust

        Upon completion of this offering, the principal assets of the trust will consist of the PDP Royalty Interest, the Development Royalty Interest and any cash and temporary investments being held for the payment of expenses and liabilities and for distribution to the trust unitholders, as well as the trust's rights under its contractual arrangements, including the development agreement, the Drilling Support Lien, the administrative services agreement, the derivatives agreement and the hedge contracts with unaffiliated hedge counterparties. See "The Trust" for more information.

Duties and Powers of the Trustee; Liability of the Trustee

        The duties and powers of the trustee are specified in the trust agreement and by the laws of the State of Delaware, except as modified by the trust agreement. The trust agreement provides that the trustee shall not have any duties or liabilities, including fiduciary duties, except as expressly set forth in the trust agreement and the duties and liabilities of the trustee as set forth in the trust agreement replace any other duties and liabilities, including fiduciary duties, to which the trustee might otherwise be subject.

        The trustee's principal duties consist of:

    collecting cash proceeds attributable to the royalty interests;

    paying expenses, charges and obligations of the trust from the trust's assets;

    receiving and making payments under the derivatives agreement with SandRidge and hedge contacts with the unaffiliated hedge counterparties;

    determining whether cash distributions exceed subordination or incentive thresholds, and making cash distributions to the unitholders and SandRidge (with respect to incentive distributions) in accordance with the trust agreement;

    causing to be prepared and distributed a Schedule K-1 for each trust unitholder and to prepare and file tax returns on behalf of the trust; and

    causing to be prepared and filed reports required to be filed under the Securities Exchange Act of 1934, as amended, and by the rules of any securities exchange or quotation system on which the trust units are listed or admitted to trading.

        SandRidge will provide administrative and other services to the trust in fulfillment of certain of the foregoing duties, pursuant to the administrative services agreement.

        If a trust liability is contingent or uncertain in amount or not yet currently due and payable, the trustee may create a cash reserve to pay for the liability. If the trustee determines that the cash on hand and the cash to be received are insufficient to cover the trust's liability, the trustee may cause the trust to borrow funds required to pay the liabilities. The trust may borrow the funds from any person, including the trustee or its affiliates or, as described below, SandRidge. The terms of such indebtedness, if funds were loaned by the entity serving as trustee or Delaware trustee, would be similar to the terms which such entity would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship, and such entity shall be entitled to enforce its rights with respect to any such indebtedness as if it were not then serving as trustee or Delaware trustee. If the trust borrows funds, the trust unitholders will not receive

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distributions until the borrowed funds are repaid (except, in certain circumstances, where the trust borrows funds from SandRidge). For information regarding SandRidge's obligation to loan funds to the trust in certain limited circumstances, see "—SandRidge Obligation to Fund Trust Expenses in Certain Circumstances" below.

        Each quarter, the trustee will pay trust obligations and expenses and distribute to the trust unitholders the remaining proceeds received from the royalty interests and hedging arrangements. The cash held by the trustee as a reserve against future liabilities must be invested in:

    interest bearing obligations of the United States government;

    money market funds that invest only in United States government securities;

    repurchase agreements secured by interest-bearing obligations of the United States government; or

    bank certificates of deposit.

        Alternatively, cash held for distribution at the next distribution date may be held in a non-interest bearing account.

        The trustee intends to withhold $1.0 million from the first distribution to unitholders to establish a cash reserve available to the trustee to pay trust administrative expenses. If the trustee uses such cash reserve (or any portion thereof) to pay or reimburse trust liabilities or expenses, no further distributions will be made to unitholders (except in respect of any previously determined quarterly cash distribution amount) until the cash reserve is replenished. This cash reserve will be part of the trust estate and will bear interest at the same rate as other cash on hand in the trust estate. Upon the dissolution of the trust, the balance of the cash reserve (including accrued interest thereon) will be distributed to trust unitholders on a pro rata basis.

        The trust may not acquire any asset except the royalty interests, the other assets described above under "—Assets of the Trust" and cash and temporary cash investments, and it may not engage in any investment activity except investing cash on hand. The trust may also enter into replacement hedges, or modify its hedging arrangements, in certain circumstances.

        The trust agreement provides that the trustee will not make business decisions affecting the assets of the trust. However, the trustee may:

    prosecute or defend, and settle, claims of or against the trust or its agents;

    retain professionals and other third parties to provide services to the trust;

    charge for its services as trustee;

    retain funds to pay for future expenses and deposit them with one or more banks or financial institutions (which may include the trustee to the extent permitted by law);

    lend funds at commercial rates to the trust to pay the trust's expenses; and

    seek reimbursement from the trust for its out-of-pocket expenses.

        In discharging its duty to trust unitholders, the trustee may act in its discretion and will be liable to the trust unitholders only for willful misconduct, bad faith or gross negligence. The trustee will not be liable for any act or omission of its agents or employees unless the trustee acted with willful misconduct, bad faith or gross negligence in its selection and retention. The trustee will be indemnified individually or as the trustee for any liability or cost that it incurs in the administration of the trust, except in cases of willful misconduct, bad faith or gross negligence. The trustee will have a lien on the assets of the trust as security for this indemnification and its compensation earned as trustee. Trust unitholders will not be liable to the trustee for any indemnification. See "Description of the Trust Units—Liability of Trust Unitholders." The trustee will ensure that all contractual liabilities of the trust are limited to the assets of the trust.

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Merger or Consolidation of Trust

        The trust may merge or consolidate with or into, or convert into, one or more limited partnerships, general partnerships, corporations, business trusts, limited liability companies, or associations or unincorporated businesses if such transaction is agreed to by the trustee and approved by the vote of the holders of a majority of the trust units and a majority of the common units (excluding common units owned by SandRidge and its affiliates) in each case voting in person or by proxy at a meeting of such holders at which a quorum is present and such transaction is permitted under the Delaware Statutory Trust Act and any other applicable law. At any time that SandRidge and its affiliates collectively own less than 10% of the total trust units outstanding, however, the standard for approval will be the vote of a majority of the trust units, including units owned by SandRidge voting in person or by proxy at a meeting of such holders at which a quorum is present.

Trustee's Power to Sell Royalty Interests

        The trustee may sell the royalty interests under any of the following circumstances:

    the sale is requested by SandRidge, following the satisfaction of its drilling obligation, in accordance with the provisions of the trust agreement; or

    the sale is approved by the vote of holders representing a majority of the trust units and a majority of the common units (excluding common units owned by SandRidge and its affiliates) in each case voting in person or by proxy at a meeting of such holders at which a quorum is present; except that at any time that SandRidge and its affiliates collectively own less than 10% of the total trust units outstanding, the standard for approval will be the vote of a majority of the trust units, including units owned by SandRidge voting in person or by proxy at a meeting of such holders at which a quorum is present.

        Upon dissolution of the trust the trustee must sell the royalty interests. No trust unitholder approval is required in this event. See "—Duration of the Trust; Sale of Royalty Interests" below.

        The trustee will distribute the net proceeds from any sale of the royalty interests and other assets to the trust unitholders after payment or reasonable provision for payment of the liabilities of the trust.

Permitted Amendments

        The trustee may amend or supplement the trust agreement, the conveyances, the development agreement, the administrative services agreement, the derivatives agreement, the hedge contracts, the registration rights agreement or the Drilling Support Lien, without the approval of the trust unitholders, to cure ambiguities, to correct or supplement defective or inconsistent provisions, to grant any benefit to all trust unitholders, to add collateral to the Drilling Support Lien, to evidence or implement any changes required by applicable law or to change the name of the trust, provided, however, that any such supplement or amendment does not adversely affect the interests of the trust unitholders. Furthermore, the trustee, acting alone, may amend the administrative services agreement without the approval of trust unitholders if such amendment would not increase the cost or expense of the trust or create an adverse economic impact on the trust unitholders. Finally, modifications of the hedging arrangements entered into by the trust will not require the approval of the trust unitholders.

        All other permitted amendments to the trust agreement and other agreements listed above may only be made by the vote of a majority of the trust units and a majority of the common units (excluding common units owned by SandRidge and its affiliates) in each case voting in person or by proxy at a meeting of such holders at which a quorum is present; except that at any time that SandRidge and its affiliates collectively own less than 10% of the total trust units outstanding, the standard for approval will be the vote of a majority of the trust units, including units owned by SandRidge voting in person or by proxy at a meeting

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of such holders at which a quorum is present. Abstentions and broker non-votes shall not be deemed to be a vote cast.

Liabilities of the Trust; Fees and Expenses

        The trust will be a party to oil hedging arrangements and could have payment obligations under such arrangements. Otherwise, the trust does not conduct an active business and the trustee has little power to incur obligations. As a result, it is expected that the trust will only incur liabilities for routine administrative expenses, such as legal, accounting, tax advisory, engineering, printing and other administrative and out-of-pocket fees and expenses incurred by or at the direction of the trustee or the Delaware trustee, including tax return and Schedule K-1 preparation and mailing costs; independent auditor fees; and registrar and transfer agent fees. The trust will also be responsible for paying costs associated with annual and quarterly reports to unitholders. Moreover, the trustee's and the Delaware trustee's compensation, and the fee payable to SandRidge pursuant to the administrative services agreement will be paid out of the trust's assets. See "The Trust" for more information on these costs.

SandRidge Obligation to Fund Trust Expenses in Certain Circumstances

        SandRidge has agreed that, if at any time the trust's cash on hand (including available cash reserves) is not sufficient to pay the trust's ordinary course administrative expenses as they become due, SandRidge will loan funds to the trust necessary to pay such expenses. Any funds loaned by SandRidge pursuant to this commitment will be limited to the payment of current accounts payable or other obligations to trade creditors in connection with obtaining goods or services or the payment of other accrued current liabilities arising in the ordinary course of the trust's business, and may not be used to satisfy trust indebtedness. If SandRidge loans funds pursuant to this commitment, unless SandRidge agrees otherwise, no further distributions will be made to unitholders (except in respect of any previously determined quarterly cash distribution amount) until such loan is repaid. Any such loan will be on an unsecured basis, and the terms of such loan will be substantially the same as those which would be obtained in an arms' length transaction between SandRidge and an unaffiliated third party.

Duration of the Trust; Sale of Royalty Interests

        The trust will not dissolve until the Termination Date, which is December 31, 2031, unless:

    the trust sells all of the royalty interests;

    cash available for distribution for any four consecutive quarters, on a cumulative basis, is less than $5.0 million;

    the holders of a majority of the total trust units outstanding and a majority of the common units (excluding common units owned by SandRidge and its affiliates) in each case voting in person or by proxy at a meeting of such holders at which a quorum is present vote in favor of dissolution; except that at any time that SandRidge and its affiliates collectively own less than 10% of the total trust units outstanding, the standard for approval will be a majority of the trust units, including units owned by SandRidge voting in person or by proxy at a meeting of such holders at which a quorum is present; or

    the trust is judicially dissolved.

        In the case of any of the foregoing, the trustee would sell all of the trust's assets, either by private sale or public auction, and distribute the net proceeds of the sale to the trust unitholders after payment, or reasonable provision for payment, of all trust liabilities.

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Dispute Resolution

        To the fullest extent permitted by law, any dispute, controversy or claim that may arise between SandRidge and the trustee relating to the trust will be submitted to binding arbitration before a panel of three arbitrators.

Tax Matters

        Trust unitholders will be treated as partners of the trust for U.S. federal income tax purposes. The trust agreement contains tax provisions that generally allocate the trust's income, gain, loss, deduction and credit among the trust unitholders in accordance with their percentage interests in the trust. The trust agreement also sets forth the tax accounting principles to be applied by the trust.

Miscellaneous

        The trustee may consult with counsel (which may include counsel to SandRidge), accountants, tax advisors, geologists and engineers and other parties the trustee believes to be qualified as experts on the matters for which advice is sought. The trustee will be protected for any action it takes in good faith reliance upon the opinion of the expert.

        The Delaware trustee and the trustee may resign at any time or be removed with or without cause at any time by the vote of a majority of the common units (excluding common units owned by SandRidge and its affiliates) voting in person or by proxy at a meeting of such holders at which a quorum is present; except that at any time that SandRidge and its affiliates collectively own less than 10% of the total trust units outstanding, the standard for approval will be the vote of a majority of the trust units, including units owned by SandRidge, voting in person or by proxy at a meeting of such holders at which a quorum is present. Abstentions and broker non-votes shall not be deemed to be a vote cast. Any successor must be a bank or trust company meeting certain requirements including having combined capital, surplus and undivided profits of at least $20 million, in the case of the Delaware trustee, and $100 million, in the case of the trustee.

        The principal offices of the trust are located at 919 Congress Avenue, Suite 500, Austin, Texas 78701, and its telephone number is (512) 236-6599.

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DESCRIPTION OF THE TRUST UNITS

        Each trust unit is a unit of the beneficial interest in the trust and is entitled to receive cash distributions from the trust on a pro rata basis. Each trust unitholder has the same rights regarding each of his trust units as every other trust unitholder has regarding his units. The trust will have 48,000,000 trust units outstanding upon completion of the offering, consisting of 36,000,000 common units and 12,000,000 subordinated units.

Common Units; Subordinated Units

        The trust units will initially be comprised of both common units and subordinated units. The common units and subordinated units will have identical rights and privileges, except with respect to their voting rights and rights to receive distributions. For a discussion of unitholders' voting rights, see "—Voting Rights of Trust Unitholders" below.

        The subordinated units will be entitled to receive pro rata distributions from the trust each quarter if and to the extent there is sufficient cash to provide a cash distribution on the common units that is no less than the applicable quarterly subordination threshold. If there is not sufficient cash to fund such a distribution on all of the common units, the distribution to be made with respect to the subordinated units will be reduced or eliminated for such quarter in order to make a distribution, to the extent possible, of up to the subordination threshold amount on all the common units, including the common units held by SandRidge. For more information, see "Target Distributions and Subordination and Incentive Thresholds."

        The subordinated units will automatically convert into common units on a one-for-one basis at the end of the fourth full calendar quarter following SandRidge's satisfaction of its drilling obligation with respect to the Development Wells.

Distributions; Income Computations

        Cash distributions to trust unitholders will be made by the trust from its available funds for each calendar quarter. Royalty interest payments due to the trust with respect to any calendar quarter will be based on actual production volumes attributable to the trust properties for the first two months of the quarter just ended as well as the last month of the immediately preceding quarter (as measured at SandRidge metering systems) and actual revenues received for such volumes. During the term of the derivatives agreement, SandRidge will determine the amounts due to (or from) the trust under the derivatives agreement. SandRidge will make a payment to the trust equal to the sum of the royalty interest payments and amounts due the trust under the derivatives agreement within 45 days of the end of each calendar quarter. In addition, any payment due from or required to be made to the counterparties under the trust's direct hedge contracts or SandRidge under the derivatives agreement will be paid by the 45th day following the end of such calendar quarter. After the receipt and disbursement of all such amounts, the trustee will determine for such calendar quarter the amount of funds available for distribution to the trust unitholders. Available funds are the excess cash, if any, received by the trust over the trust's expenses for that quarter. Available funds will be reduced by any cash the trustee decides to hold as a reserve against future liabilities.

        The amount of available funds for distribution each quarter will be payable to the trust unitholders of record on or about the 45th day following the end of such calendar quarter or such later date as the trustee determines is required to comply with legal or stock exchange requirements. The trustee will distribute cash on or about the 60th day (or the next succeeding business day following such day if such day is not a business day) following such calendar quarter to each person who was a trust unitholder of record on the quarterly record date, together with interest expected to be earned on the amount of such quarterly distribution from the date of receipt thereof by the trustee to the payment date.

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        Unless otherwise advised by counsel or the IRS, the trustee will treat the income and expenses of the trust for each quarter as belonging to the trust unitholders of record on the quarterly record date that occurs in such quarter. Trust unitholders will recognize income and expenses for tax purposes in the quarter the trust receives or pays those amounts, rather than in the quarter the trust distributes them. Minor variances may occur. For example, the trustee could establish a reserve in one quarter that would not result in a tax deduction until a later quarter. The trustee could also make a payment in one month that would be amortized for tax purposes over several quarters. See "U.S. Federal Income Tax Considerations."

Transfer of Trust Units

        Trust unitholders may transfer their trust units in accordance with the trust agreement. The trustee will not require either the transferor or transferee to pay a service charge for any transfer of a trust unit. The trustee may require payment of any tax or other governmental charge imposed for a transfer. The trustee may treat the owner of any trust unit as shown by its records as the owner of the trust unit. The trustee will not be considered to know about any claim or demand on a trust unit by any party except the record owner. A person who acquires a trust unit after any quarterly record date will not be entitled to the distribution relating to that quarterly record date. Delaware law will govern all matters affecting the title, ownership or transfer of trust units.

Tax Schedules and Periodic Reports

        The trustee will file all required trust federal and state income tax and information returns. The trustee will prepare and mail to trust unitholders a Schedule K-1 that trust unitholders need to correctly report their share of the income and deductions of the trust. The trustee will also cause to be prepared and filed reports required to be filed under the Securities Exchange Act of 1934, as amended, and by the rules of any securities exchange or quotation system on which the trust units are listed or admitted to trading.

        Each trust unitholder and his representatives may examine, for any proper purpose, during reasonable business hours the records of the trust and the trustee.

Liability of Trust Unitholders

        Under the Delaware Statutory Trust Act, trust unitholders will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit under the General Corporation Law of the State of Delaware. No assurance can be given, however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.

Voting Rights of Trust Unitholders

        The trustee or trust unitholders owning at least 10% of the total trust units outstanding may call meetings of trust unitholders. The trust will be responsible for all costs associated with calling a meeting of trust unitholders unless such meeting is called by the trust unitholders, in which case the trust unitholders will be responsible for all costs associated with calling such meeting of trust unitholders. Meetings must be held in such location as is designated by the trustee in the notice of such meeting. The trustee must send notice of the time and place of the meeting and the matters to be acted upon to all of the trust unitholders at least 20 days and not more than 60 days before the meeting. Trust unitholders representing a majority of trust units outstanding must be present or represented to have a quorum. Each trust unitholder is entitled to one vote for each trust unit owned. Abstentions and broker non-votes shall not be deemed to be a vote cast.

        Unless otherwise required by the trust agreement, a matter may be approved or disapproved by the vote of a majority of the trust units held by the trust unitholders voting in person or by proxy at a meeting

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where there is a quorum. This is true, even if a majority of the total trust units outstanding did not approve it.

        Until such time as SandRidge and its affiliates own less than 10% of the total trust units outstanding, the vote of the holders of a majority of common units (excluding common units owned by SandRidge and its Affiliates) and a majority of trust units voting in person or by proxy at a meeting of such holders at which a quorum is present is required to:

    dissolve the trust (except in accordance with its terms);

    amend the trust agreement, the royalty conveyances, the administrative services agreement, the development agreement, the Drilling Support Lien or the derivatives agreement (except with respect to certain matters that do not adversely affect the right of trust unitholders in any material respect);

    merge or consolidate or convert the trust with or into another entity; or

    approve the sale of all or any material part of the assets of the trust.

        In addition, until such time as SandRidge and its affiliates own less than 10% of the total trust units outstanding, the vote of the holders of a majority of common units (excluding common units owned by SandRidge and its affiliates) voting in person or by proxy at a meeting of such holders at which a quorum is present is required to remove the trustee and to appoint a successor trustee.

        At any time when SandRidge and its affiliates own less than 10% of the total trust units outstanding, the vote of the holders of a majority of trust units, including units owned by SandRidge voting in person or by proxy at a meeting of such holders at which a quorum is present will be required to take the actions described above.

        Certain amendments to the trust agreement may be made by the trustee without approval of the trust unitholders. The trustee must consent before all or any part of the trust assets can be sold except in connection with the dissolution of the trust or limited sales directed by SandRidge in conjunction with its sale of Underlying Properties.

Comparison of Trust Units and Common Stock

        Trust unitholders have more limited voting rights than those of stockholders of most public corporations. For example, there is no requirement for annual meetings of trust unitholders or for annual or other periodic re-election of the trustee.

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        Unitholders should also be aware of the following ways in which an investment in trust units is different from an investment in common stock of a corporation.

 
  Trust units   Common stock
Voting   The trust agreement provides voting rights to trust unitholders to remove and replace (but not elect) the trustee and to approve or disapprove major trust transactions.   Unless otherwise provided in the certificate of incorporation, corporate statutes provide voting rights to stockholders of the corporation to elect directors and to approve or disapprove amendments to the certificate of incorporation and certain major corporate transactions.

Income Tax

 

The trust is not subject to U.S. federal income tax. Trust unitholders are subject to income tax on their allocable share of trust income, gain, loss and deduction.

 

Corporations are subject to U.S. federal income tax. Their stockholders are taxed on dividends.

Distributions

 

All trust revenue is distributed to trust unitholders after payment of trust expenses and additions, if any, to trust reserves.

 

Unless otherwise provided in the certificate of incorporation, stockholders are entitled to receive dividends solely at the discretion of the board of directors.

Business and Assets

 

The business of the trust is limited to specific assets with a finite economic life.

 

Unless otherwise provided in the certificate of incorporation, a corporation conducts an active business for an unlimited term and can reinvest its earnings and raise additional capital to expand.

Fiduciary Duties

 

To the extent provided in the trust agreement, the trustee has limited its fiduciary duties in the trust agreement as permitted by the Delaware Statutory Trust Act so that it will be liable to unitholders only for willful misconduct, bad faith or gross negligence.

 

Officers and directors have a fiduciary duty of loyalty to the corporation and the stockholders and a duty to exercise due care in the management and administration of a corporation's affairs.

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TRUST UNITS ELIGIBLE FOR FUTURE SALE

General

        Prior to this offering, there has been no public market for the common units. Sales of substantial amounts of the common units in the open market, or the perception that those sales could occur, could adversely affect prevailing market prices.

        Upon completion of this offering, there will be 48,000,000 trust units outstanding. All of the 25,000,000 common units sold in this offering, or the 28,750,000 common units if the underwriters exercise their over-allotment option in full, will be freely tradable without restriction under the Securities Act. All of the 23,000,000 trust units to be held by SandRidge (19,250,000 trust units if the underwriters exercise their over-allotment in full) following completion of the offering will be "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be sold other than through registration under the Securities Act or pursuant to an exemption from registration, subject to the restrictions on transfer contained in the lock-up agreements described below and in "Underwriters." SandRidge expects to pledge all of the units it owns after completion of the offering as collateral under its credit facility.

SandRidge Lock-up Agreement

        In connection with this offering, SandRidge has agreed, for a period of 180 days after the date of this prospectus, not to offer, sell, contract to sell or otherwise dispose of or transfer any trust units or any securities convertible into or exchangeable for trust units, without the prior written consent of Morgan Stanley & Co. LLC and Raymond James & Associates, Inc., acting as representatives of the several underwriters. See "Underwriters" for a description of this lock-up agreement. Upon the expiration of this lock-up agreement, all of the units held by SandRidge will be eligible for sale in the public market under Rule 144 of the Securities Act, subject to volume limitations and other restrictions contained in Rule 144, or through registration under the Securities Act.

Rule 144

        The common units sold in the offering will generally be freely transferable without restriction or further registration under the Securities Act, except that any common units owned by an "affiliate" of SandRidge or the trust may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 or otherwise. Rule 144 permits securities acquired by an affiliate to be sold into the market in an amount that does not exceed, during any three-month period, the greater of:

    1.0% of the total number of the securities outstanding, or

    the average weekly reported trading volume of the common units for the four calendar weeks prior to the sale.

        Sales under Rule 144 are also subject to specific manner of sale provisions, holding period requirements, notice requirements and the availability of current public information about the trust. A person who is not deemed to have been an affiliate of SandRidge or the trust at any time during the three months preceding a sale, and who has beneficially owned common units for at least six months (provided the trust is in compliance with the current public information requirement) or one year (regardless of whether the trust is in compliance with the current public information requirement), would be entitled to sell common units under Rule 144 without regard to the rule's public information requirements, volume limitations, manner of sale provisions and notice requirements.

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Registration Rights Agreement

        The trust intends to enter into a registration rights agreement for the benefit of SandRidge and certain of its affiliates and transferees (each, a "holder"). In the registration rights agreement, the trust will agree, for the benefit of each holder, to register the trust units held by such holder. Specifically, the trust will agree:

    subject to the restrictions described above under "—SandRidge Lock-up Agreement" and under "Underwriters—Lock-up Agreement," to use its reasonable best efforts to file a registration statement, including, if so requested, a shelf registration statement, with the SEC as promptly as practicable following receipt of a notice requesting the filing of a registration statement from holders representing a majority of the then outstanding registrable trust units;

    to use its reasonable best efforts to cause the registration statement or shelf registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; and

    to continuously maintain the effectiveness of the registration statement under the Securities Act for 90 days (or continuously if a shelf registration statement is requested) after the effectiveness thereof or until the trust units covered by the registration statement have been sold pursuant to such registration statement or until all registrable trust units:

    have been sold pursuant to Rule 144 under the Securities Act if the transferee thereof does not receive "restricted securities;"

    have been sold in a private transaction in which the transferor's rights under the registration rights agreement are not assigned to the transferee of the trust units; or

    become eligible for resale pursuant to Rule 144 (or any similar rule then in effect under the Securities Act).

        The holders will have the right to require the trust to file no more than five registration statements in aggregate.

        In connection with the preparation and filing of any registration statement, SandRidge will bear all costs and expenses incidental to any registration statement, excluding certain internal expenses of the trust, which will be borne by the trustee, and any underwriting discounts and commissions, which will be borne by the seller of the trust units.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

        This section is a discussion of the material tax considerations that may be relevant to prospective trust unitholders who are individual citizens or residents of the United States and, unless otherwise noted in the following discussion, is the opinion of Covington & Burling LLP, counsel to SandRidge and the trust, insofar as it relates to legal conclusions with respect to matters of U.S. federal income tax law. This section is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), existing and proposed Treasury regulations promulgated under the Internal Revenue Code (the "Treasury Regulations") and current administrative rulings and court decisions, all of which are subject to change. Future changes in these authorities may cause the tax consequences to vary substantially from the consequences described below.

        The following discussion does not address all U.S. federal income tax matters affecting the trust or the trust unitholders. Moreover, the discussion focuses on trust unitholders who are individual citizens or residents of the United States and has only limited application to corporations, estates, trusts, nonresident aliens or other unitholders subject to specialized tax treatment, such as tax-exempt institutions, non-U.S. persons, taxpayers subject to the alternative minimum tax, individual retirement accounts (IRAs), employee benefit plans, real estate investment trusts (REITs) or mutual funds. Accordingly, the trust encourages each prospective trust unitholder to consult, and depend on, his own tax advisor in analyzing the federal, state, local and foreign tax consequences particular to him of the ownership or disposition of trust units.

        No ruling has been or will be requested from the Internal Revenue Service (the "IRS") regarding any matter affecting the trust or prospective trust unitholders. Instead, the trust will rely on opinions of counsel. Unlike a ruling, an opinion of counsel represents only that counsel's best legal judgment and does not bind the IRS or the courts. Accordingly, the opinions and statements made herein may not be sustained by a court if contested by the IRS. Any contest of this sort with the IRS may materially and adversely impact the market for the trust units and the prices at which trust units trade. In addition, the costs of any contest with the IRS, principally legal, accounting and related fees, will result in a reduction in cash available for distribution to the trust unitholders, and thus will be borne indirectly by the trust unitholders. Furthermore, the tax treatment of the trust, or of an investment in the trust, may be significantly modified by future legislative or administrative changes or court decisions. Any modifications may or may not be retroactively applied.

        All statements as to matters of law and legal conclusions, but not as to factual matters, contained in this section, unless otherwise noted, are the opinion of Covington & Burling LLP and are based on the accuracy of the representations made by SandRidge and the trust.

        For the reasons described below, Covington & Burling LLP has not rendered an opinion with respect to the following specific U.S. federal income tax issues: (1) the treatment of a trust unitholder whose trust units are loaned to a short seller to cover a short sale of trust units (please read "—Tax Consequences of Trust Unit Ownership—Treatment of Short Sales"); (2) whether the trust's convention for allocating taxable income and losses is permitted by existing Treasury Regulations (please read "—Disposition of Trust Units—Allocations Between Transferors and Transferees"); and (3) whether percentage depletion will be available to a trust unitholder or the extent of the percentage depletion deduction available to any trust unitholder (please read "—Tax Consequences of Trust Unit Ownership—Tax Treatment of the Perpetual Royalties").

        As used herein, the term "trust unitholder" means a beneficial owner of trust units that for U.S. federal income tax purposes is:

    an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes,

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    a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, a state thereof or the District of Columbia,

    an estate the income of which is subject to U.S. federal income taxation regardless of its source, or

    a trust if it is subject to the primary supervision of a U.S. court and the control of one or more United States persons (as defined for U.S. federal income tax purposes) or that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

        The term "non-U.S. trust unitholder" means any beneficial owner of a trust unit (other than an entity that is classified for U.S. federal income tax purposes as a partnership or as a "disregarded entity") that is not a trust unitholder.

        If an entity that is classified for U.S. federal income tax purposes as a partnership is a beneficial owner of trust units, the tax treatment of a member of the entity will depend upon the status of the member and the activities of the entity. The trust encourages any entity that is classified for U.S. federal income tax purposes as a partnership and that is a beneficial owner of trust units, and the members of such an entity, to consult their own tax advisors about the U.S. federal income tax considerations of purchasing, owning, and disposing of trust units.

Classification of the Trust as a Partnership

        Although the trust is formed as a statutory trust under Delaware law, the trust's classification for U.S. federal income tax purposes is based on its characteristics rather than its form. Based on such characteristics, it is expected that, as described below, the trust will be treated for federal and applicable state income tax purposes as a partnership and trust unitholders will be treated as partners in that partnership.

        A partnership is not a taxable entity and incurs no U.S. federal income tax liability. Instead, each partner of a partnership is required to take into account his share of items of income, gain, loss, deduction and credit of the partnership in computing his federal income tax liability, regardless of whether cash distributions are made to him by the partnership. Distributions by a partnership to a partner are generally not taxable to the partner unless the amount of cash distributed to him is in excess of the partner's adjusted basis in his partnership interest as of the end of the taxable year in which the distribution is made.

        Section 7704 of the Internal Revenue Code provides that publicly traded partnerships will, as a general rule, be taxed as corporations. However, an exception, referred to in this discussion as the "Qualifying Income Exception," exists with respect to publicly traded partnerships of which 90% or more of the gross income for every taxable year consists of "qualifying income." Qualifying income includes income and gains derived from the exploration, development, production and marketing of oil and natural gas and interest income (other than from a financial business). Other types of qualifying income include gains from the sale of real property and income from certain hedging transactions. The trust anticipates that substantially all of its gross income will be qualifying income. Based upon the factual representations made by the trust and SandRidge and a review of the applicable legal authorities, Covington & Burling LLP is of the opinion that at least 90% of the trust's gross income will constitute qualifying income.

        No ruling has been or will be sought from the IRS and the IRS has made no determination as to the trust's status for federal income tax purposes or whether the trust's operations generate "qualifying income" under Section 7704 of the Internal Revenue Code. Instead, the trust will rely on the opinion of Covington & Burling LLP on such matters. It is the opinion of Covington & Burling LLP that, based upon the Internal Revenue Code, Treasury Regulations, published revenue rulings and court decisions and the representations described below, the trust will be classified as a partnership for federal income tax purposes.

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        In rendering its opinion, Covington & Burling LLP has relied on factual representations made by the trust and SandRidge. The representations made by the trust and SandRidge upon which Covington & Burling LLP has relied are:

            (a)   The trust has not, and will not, elect to be treated as a corporation;

            (b)   The trust is, and will be organized and operated in accordance with (1) all applicable trust statutes, including the Delaware Statutory Trust Act, (2) the trust agreement, and (3) the description thereof in this prospectus;

            (c)   For each taxable year, more than 90% of the trust's gross income will be income that Covington & Burling LLP has opined or will opine is qualifying income within the meaning of Section 7704(d) of the Internal Revenue Code; and

            (d)   Each hedging transaction that the trust treats as resulting in qualifying income will be appropriately identified as a hedging transaction pursuant to applicable Treasury Regulations, and will be associated with oil, gas or products thereof that are held or will be held by the trust in activities that Covington & Burling LLP has opined or will opine result in qualifying income.

        The trust believes that these representations are true and expects that these representations will continue to be true in the future.

        If the trust fails to meet the Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery (in which case the IRS may also require the trust to make adjustments with respect to the trust's unitholders allocable share of trust income, gain, loss or deduction or pay other amounts), the trust will be treated as if it had transferred all of its assets, subject to liabilities, to a newly formed corporation, on the first day of the year in which the trust fails to meet the Qualifying Income Exception, in return for stock in that corporation, and then distributed that stock to the unitholders in liquidation of their interests in the trust. This deemed contribution and liquidation should be tax-free to the trust unitholders and the trust. Thereafter, the trust would be treated as an association taxable as a corporation for federal income tax purposes.

        If the trust were treated as an association taxable as a corporation in any taxable year, either as a result of a failure to meet the Qualifying Income Exception or otherwise, the trust's items of income, gain, loss and deduction would be reflected only on the trust's tax return rather than being passed through to the trust unitholders, and the trust's net income would be taxed to the trust at corporate rates. In addition, any distribution made to a trust unitholder would be treated as either taxable dividend income, to the extent of the trust's current or accumulated earnings and profits, or, in the absence of earnings and profits, a nontaxable return of capital, to the extent of the trust unitholder's tax basis in his trust units, or taxable capital gain, after the trust unitholder's tax basis in his trust units is reduced to zero. Accordingly, taxation as a corporation would result in a material reduction in a trust unitholder's cash flow and after-tax return and thus would likely result in a substantial reduction of the value of the trust units.

        The discussion below is based on Covington & Burling LLP's opinion that the trust will be classified as a partnership for U.S. federal income tax purposes.

Partner Status

        Trust unitholders will be treated as partners of the trust for U.S. federal income tax purposes. Also, trust unitholders whose trust units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their trust units will be treated as partners of the trust for U.S. federal income tax purposes.

        A beneficial owner of trust units whose trust units have been transferred to a short seller to complete a short sale would appear, as a result, to lose his status as a partner with respect to those trust units for U.S. federal income tax purposes. Please read "—Tax Consequences of Trust Unit Ownership—Treatment

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of Short Sales." Income, gain, deductions or losses would not appear to be reportable by a trust unitholder who is not a partner for federal income tax purposes, and any cash distributions received by a trust unitholder who is not a partner for federal income tax purposes would therefore appear to be fully taxable as ordinary income. These unitholders are urged to consult their own tax advisors with respect to their tax considerations related to holding trust units. The references to "unitholders" in the discussion that follows are to persons who are treated as partners in the trust for federal income tax purposes.

Tax Classification of the PDP Royalty Interest and the Development Royalty Interest

        For U.S. federal income tax purposes, the Perpetual PDP Royalty and the Perpetual Development Royalty will have the tax characteristics of mineral royalty interests to the extent they are, at the time of their creation, reasonably expected to have an economic life that corresponds substantially to the economic life of the mineral property or properties burdened thereby. Payments out of production that are received in respect of a mineral interest that constitutes a royalty interest for U.S. federal income tax purposes are taxable under current law as ordinary income subject to an allowance for cost or percentage depletion in respect of such income.

        In contrast, the Term PDP Royalty and the Term Development Royalty will have the tax characteristics of production payments governed by Section 636 of the Internal Revenue Code to the extent they may not, at the time of their creation, be reasonably expected to extend in substantial amounts over the entire productive lives of the mineral property or properties they burden. Payments out of production that are received in respect of a mineral interest that constitutes a production payment for U.S. federal income tax purposes are treated under current law as consisting of a receipt of principal and interest on a nonrecourse debt obligation, with the interest component being taxable as ordinary income.

        In the event that a portion of a single royalty interest terminates by its terms prior to the point in time that the economically productive life of the burdened mineral property is substantially exhausted and the remaining portion continues to burden the property until its economically productive life is substantially exhausted, the federal income tax characteristics of the royalty interest are determined as if it comprised two separate interests, with the terminating portion being treated as a production payment and the continuing portion being treated as a royalty interest.

        Based on the reserve report and representations made by SandRidge regarding the expected economic life of the Underlying Properties and the expected duration of the Term Royalties and the Perpetual Royalties, the Term PDP Royalty will and the Term Development Royalty should be treated as "production payments" under Section 636 of the Internal Revenue Code, and thus as nonrecourse debt instruments of SandRidge for U.S. federal income tax purposes. The Perpetual PDP Royalty will, and the Perpetual Development Royalty should, be treated as continuing, nonoperating economic interests in the nature of royalties payable out of production from the mineral interests they burden.

        The difference in certainty between the treatment of the Term PDP Royalty and the Perpetual PDP Royalty, on the one hand, and the Term Development Royalty and the Perpetual Development Royalty, on the other hand, stems from the fact that while the Term PDP Royalty and Perpetual PDP Royalty are interests in the Producing Wells (developed wells that have been drilled), the Term Development Royalty and Perpetual Development Royalty are interests in the Development Wells (undeveloped wells that will be drilled in the future). The applicable laws are well developed, and directly applicable precedents exist, with regard to the tax treatment of royalty interests in specified developed wells that have been drilled. Although such laws and precedents are applicable in analyzing the tax treatment of royalty interests in proven reserves and undeveloped wells related thereto that will be drilled in the future, the law is less well developed in this area. As a result, the tax treatment of the Term Development Royalty and the Perpetual Development Royalty are not entirely free from doubt. Therefore, the difference in certainty between the treatment of the PDP Royalties and the Development Royalties set forth in the preceding paragraph and elsewhere in this prospectus reflects the difference in certainty between developed and undeveloped wells.

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        Consistent with the foregoing, SandRidge and the trust intend to treat the Perpetual Royalties as mineral royalty interests for U.S. federal income tax purposes. In addition, SandRidge and the trust intend to treat the Term Royalties as debt instruments for U.S. federal income tax purposes subject to the Treasury Regulations applicable to contingent payment debt instruments (the "CPDI regulations"), and the trust will agree to be bound by SandRidge's application of the CPDI regulations, including SandRidge's determination of the rate at which interest will be deemed to accrue on such interests. The remainder of this discussion assumes that the Term Royalties will be treated in accordance with that agreement and SandRidge's determinations and that the Perpetual Royalties will be treated as mineral royalty interests. No assurance can be given that the IRS will not assert that such interests should be treated differently. Such different treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in trust units and could require a trust unitholder to accrue interest income at a rate different than the "comparable yield" described below. Please read "—Tax Consequences of Trust Unit Ownership—Tax Treatment of the Term Royalties," and "—Tax Consequences of Trust Unit Ownership—Tax Treatment of the Perpetual Royalties."

Tax Consequences of Trust Unit Ownership

        Flow-Through of Taxable Income.    As a partnership for U.S. federal income tax purposes, the trust will not be a taxable entity required to pay any federal income tax. Instead, each trust unitholder will be required to report on his income tax return his allocable share of the trust's income, gains, losses, deductions and credits without regard to whether the trust makes cash distributions to him. Consequently, the trust may allocate taxable income to a trust unitholder even if he has not received a cash distribution.

        Accounting Method and Taxable Year.    The trust will use the year ending December 31 as its taxable year and the accrual method of accounting for U.S. federal income tax purposes. Each trust unitholder will be required to include in income his share of the trust's income, gain, loss, deduction and credit for the trust's taxable year ending within or with his taxable year. In addition, a trust unitholder who has a taxable year ending on a date other than December 31 and who disposes of all of his trust units following the close of the trust's taxable year but before the close of his taxable year must include his share of the trust's income, gain, loss, deduction and credit in his taxable income for his taxable year, with the result that he will be required to include in income for his taxable year his share of more than 12 months of the trust's income, gain, loss, deduction and credit. Please read "—Disposition of Trust Units—Allocations Between Transferors and Transferees."

        A trust unitholder's initial tax basis for his trust units will be the amount he paid for the trust units. That basis will be increased by his share of the trust's income and gain and decreased, but not below zero, by distributions from the trust, by the trust unitholder's share of the trust's losses, if any, by depletion deductions taken by him to the extent such deductions do not exceed his proportionate allocated share of the adjusted tax basis of the Perpetual Royalties, and by his share of the trust's expenditures that are not deductible in computing taxable income and are not required to be capitalized. Please read "—Disposition of Trust Units—Recognition of Gain or Loss."

        Allocation of Income, Gain, Loss, Deduction and Credit.    In general, if the trust has a net profit, the trust's items of income, gain, loss, deduction and credit will be allocated among the trust unitholders in accordance with their percentage interests in the trust. At any time that distributions are made to the common units in excess of distributions to the subordinated trust units, or SandRidge receives incentive distributions, gross income will be allocated to the recipients to the extent of these distributions. If the trust has a net loss, that loss will be allocated first to the subordinated trust units to the extent of their positive capital accounts and thereafter to the trust unitholders in accordance with their percentage interests in the trust.

        Specified items of the trust's income, gain, loss, deduction and credit will be allocated under Section 704(c) of the Internal Revenue Code to account for any difference between the tax basis and fair

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market value of any property treated as having been contributed to the trust by SandRidge or certain of its affiliates that exists at the time of such contribution, together, referred to in this discussion as the "Contributed Property." These "Section 704(c) Allocations" are required to eliminate the difference between a partner's "book" capital account, credited with the fair market value of Contributed Property, and the "tax" capital account, credited with the tax basis of Contributed Property, referred to in this discussion as the "Book-Tax Disparity." The effect of these Section 704(c) Allocations to a unitholder purchasing trust units from the trust in this offering will be essentially the same as if the tax bases of the trust's assets were equal to their fair market value at the time of this offering. Finally, although the trust does not expect that its operations will result in the creation of negative capital accounts, if negative capital accounts nevertheless result, items of the trust's income and gain will be allocated in an amount and manner sufficient to eliminate the negative balance as quickly as possible.

        An allocation of items of the trust's income, gain, loss, deduction or credit, other than an allocation required by Section 704(c) of the Internal Revenue Code to eliminate the Book-Tax Disparity, will generally be given effect for U.S. federal income tax purposes in determining a unitholder's share of an item of income, gain, loss, deduction or credit only if the allocation has substantial economic effect. In any other case, a unitholder's share of an item will be determined on the basis of his interest in the trust, which will be determined by taking into account all the facts and circumstances, including:

    his relative contributions to the trust;

    the interests of all the unitholders in profits and losses;

    the interest of all the unitholders in cash flow; and

    the rights of all the unitholders to distributions of capital upon liquidation.

        Covington & Burling LLP is of the opinion that, with the exception of the issues described in "Disposition of Trust Units—Allocations Between Transferors and Transferees," allocations under the trust agreement will be given effect for U.S. federal income tax purposes in determining a unitholder's share of an item of income, gain, loss, deduction or credit.

        Treatment of Trust Distributions.    Distributions by the trust to a trust unitholder generally will not be taxable to the trust unitholder for U.S. federal income tax purposes, except to the extent the amount of any such cash distribution exceeds his tax basis in his trust units immediately before the distribution. The trust's cash distributions in excess of a unitholder's tax basis (if any) generally will be considered to be gain from the sale or exchange of the trust units, taxable in accordance with the rules described under "—Disposition of Trust Units" below.

        Ratio of Taxable Income to Distributions.    The trust estimates that a purchaser of trust units in this offering who owns those trust units from the date of closing of this offering through the record date for distributions for the period ending December 31, 2014, will be allocated, on a cumulative basis, an amount of federal taxable income for that period that will be approximately            % of the cash distributed with respect to that period. These estimates and assumptions are subject to, among other things, numerous business, economic, regulatory, legislative, competitive and political uncertainties beyond the trust's control. Further, the estimates are based on current tax law and tax reporting positions that the trust will adopt and with which the IRS could disagree. Accordingly, the trust cannot assure unitholders that these estimates will prove to be correct. The actual percentage of distributions that will correspond to taxable income could be higher or lower than expected, and any differences could be material and could materially affect the value of the trust units.

        Tax Treatment of the Term Royalties.    Under the CPDI regulations, the trust generally will be required to accrue income on the Term Royalties which are treated as production payments, and therefore as nonrecourse debt obligations of SandRidge for U.S. federal income tax purposes, in the amounts described below.

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        The CPDI regulations provide that the trust must accrue an amount of ordinary interest income for U.S. federal income tax purposes, for each accrual period prior to and including the maturity date of the debt instrument that equals:

    the product of (1) the adjusted issue price (as defined below) of the debt instrument as of the beginning of the accrual period; and (2) the comparable yield to maturity (as defined below) of such debt instrument, adjusted for the length of the accrual period;

    divided by the number of days in the accrual period; and

    multiplied by the number of days during the accrual period that the trust held the debt instrument.

        The "issue price" of the debt instrument represented by each production payment held by the trust is the portion of the first price at which a substantial amount of the trust units is sold to the public, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers, that is allocable to the production payment based on the relative fair market value of the production payment to the other assets of the trust. The "adjusted issue price" of such a debt instrument is its issue price increased by any interest income previously accrued, determined without regard to any adjustments to interest accruals described below, and decreased by the projected amount of any payments scheduled to be made with respect to the debt instrument at an earlier time (without regard to the actual amount paid). The term "comparable yield" means the annual yield SandRidge would be expected to pay, as of the initial issue date, on a fixed rate debt security with no contingent payments but with terms and conditions otherwise comparable to those of the debt instrument represented by the production payment.

        SandRidge will determine the comparable yield and provide this information to the trust. In addition, the CPDI regulations require that SandRidge provide to the trust, solely for determining the amount of interest accruals for U.S. federal income tax purposes, a schedule of the projected amounts of payments, which are referred to as projected payments, on the Term Royalties treated as debt instruments held by the trust. These payments set forth on the schedule must produce a total return on such debt instruments equal to their comparable yield. Amounts treated as interest under the CPDI regulations are treated as original issue discount for all purposes of the Internal Revenue Code.

        As required by the CPDI regulations, for U.S. federal income tax purposes, the trust must use the comparable yield and the schedule of projected payments as described above in determining the trust's interest accruals, and the adjustments thereto described below, in respect of the debt instruments held by the trust.

        SandRidge's determinations of the comparable yield and the projected payment schedule are not binding on the IRS and it could challenge such determinations. If it did so, and if any such challenge were successful, then the amount and timing of interest income accruals of the trust would be different from those reported by the trust or included on previously filed tax returns by the trust unitholders.

        The comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination for U.S. federal income tax purposes of the trust's interest accruals and adjustments thereof in respect of the debt instruments held by the trust and do not constitute a projection or representation regarding the actual amounts payable to the trust.

        For U.S. federal income tax purposes, the trust is required under the CPDI regulations to use the comparable yield and the projected payment schedule established by SandRidge in determining interest accruals and adjustments in respect of the production payments, unless the trust timely discloses and justifies the use of a different comparable yield and projected payment schedule to the IRS. Pursuant to the terms of the conveyance, SandRidge and the trust have agreed (in the absence of an administrative determination or judicial ruling to the contrary) to be bound by SandRidge's determination of the comparable yield and projected payment schedule.

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        If, during any taxable year, the trust receives actual payments with respect to a debt instrument held by the trust that in the aggregate exceed the total amount of projected payments for that taxable year, the trust will incur a "net positive adjustment" under the CPDI regulations equal to the amount of such excess. The trust will treat a "net positive adjustment" as additional interest income for such taxable year.

        If the trust receives in a taxable year actual payments with respect to a debt instrument held by the trust that in the aggregate are less than the amount of projected payments for that taxable year, the trust will incur a "net negative adjustment" under the CPDI regulations equal to the amount of such deficit. This adjustment will (a) reduce the trust's interest income on the debt instrument held by the trust for that taxable year, and (b) to the extent of any excess after the application of (a) give rise to an ordinary loss to the extent of the trust's interest income on such debt instrument during prior taxable years, reduced to the extent such interest was offset by prior net negative adjustments. Any negative adjustment in excess of the amount described in (a) and (b) will be carried forward, as a negative adjustment to offset future interest income in respect of that debt instrument held by the trust. If either of the Term Royalties is not treated as a production payment (and not otherwise as a debt instrument) for U.S. federal income tax purposes, the trust intends to take the position that its basis in the Term Royalty is recouped in proportion to the production from the Term Royalty.

        Neither the trust nor the trust unitholders are entitled to claim depletion deductions with respect to the Term Royalties.

        Tax Treatment of the Perpetual Royalties.    The payments received by the trust in respect of the Perpetual Royalties treated as mineral royalty interests for U.S. federal income tax purposes should be treated as ordinary income. Trust unitholders should be entitled to deductions for the greater of either cost depletion or (if otherwise allowable) percentage depletion with respect to such income. Although the Internal Revenue Code requires each trust unitholder to compute his own depletion allowance and maintain records of his share of the adjusted tax basis of the underlying royalty interest for depletion and other purposes, the trust intends to furnish each of the trust unitholders with information relating to this computation for U.S. federal income tax purposes. Each trust unitholder, however, remains responsible for calculating his own depletion allowance and maintaining records of his share of the adjusted tax basis of the Perpetual Royalties for depletion and other purposes.

        Percentage depletion is generally available with respect to trust unitholders who qualify under the independent producer exemption contained in Section 613A(c) of the Internal Revenue Code. For this purpose, an independent producer is a person not directly or indirectly involved in the retail sale of oil, oil and natural gas, or derivative products or the operation of a major refinery. Percentage depletion is calculated as an amount generally equal to 15% (and, in the case of marginal production, potentially a higher percentage) of the trust unitholder's gross income from the depletable property for the taxable year. The percentage depletion deduction with respect to any property is limited to 100% of the taxable income of the trust unitholder from the property for each taxable year, computed without the depletion allowance. A trust unitholder that qualifies as an independent producer may deduct percentage depletion only to the extent the trust unitholder's average daily production of domestic oil, or the natural gas equivalent, does not exceed 1,000 barrels. This depletable amount may be allocated between oil and natural gas production, with 6,000 cubic feet of domestic oil and natural gas production regarded as equivalent to one barrel of crude oil. The 1,000-barrel limitation must be allocated among the independent producer and controlled or related persons and family members in proportion to the respective production by such persons during the period in question.

        In addition to the foregoing limitations, the percentage depletion deduction otherwise available is limited to 65% of a trust unitholder's total taxable income from all sources for the year, computed without the depletion allowance, the deduction for domestic production activities, net operating loss carrybacks, or capital loss carrybacks. Any percentage depletion deduction disallowed because of the 65% limitation may be deducted in the following taxable year if the percentage depletion deduction for such year plus the

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deduction carryover does not exceed 65% of the trust unitholder's total taxable income for that year. The carryover period resulting from the 65% net income limitation is unlimited.

        In addition to the limitations on percentage depletion discussed above, President Obama's budget proposal for the fiscal year 2012 proposes to eliminate certain tax preferences applicable to taxpayers engaged in the exploration or production of natural resources. Specifically, the budget proposes to repeal the deduction for percentage depletion with respect to wells, in which case only cost depletion would be available. It is uncertain whether this or any other legislative proposals will ever be enacted and, if so, when any such proposal would become effective.

        Trust unitholders that do not qualify under the independent producer exemption are generally restricted to depletion deductions based on cost depletion. Cost depletion deductions are calculated by (a) dividing the trust unitholder's allocated share of the adjusted tax basis in the underlying mineral property by the number of mineral units (barrels of oil and thousand cubic feet of natural gas) remaining as of the beginning of the taxable year and (b) multiplying the result by the number of mineral units sold within the taxable year. The total amount of deductions based on cost depletion cannot exceed the trust unitholder's share of the total adjusted tax basis in the property.

        The foregoing discussion of depletion deductions does not purport to be a complete analysis of the complex legislation and Treasury Regulations relating to the availability and calculation of depletion deductions by the trust unitholders. Further, because depletion is required to be computed separately by each trust unitholder and not by the trust, no assurance can be given, and counsel is unable to express any opinion, with respect to the availability or extent of percentage depletion deductions to the trust unitholders for any taxable year. The trust encourages each prospective trust unitholder to consult his tax advisor to determine whether percentage depletion would be available to him.

        Tax Treatment Upon Sale of the Perpetual Royalties at Termination Date.    The sale of the Perpetual Royalties by the trust at or shortly after the Termination Date will generally give rise to long-term capital gain or loss to the trust unitholders for U.S. federal income tax purposes, except that any gain will be taxed at ordinary income rates to the extent of depletion deductions that reduced the trust unitholder's adjusted basis in the Perpetual Royalties. Each trust unitholder will be responsible for calculating his gain or loss based on the difference between his pro-rata share of the amount realized on the sale by the trust and his adjusted basis in the Perpetual Royalties, and if a gain is realized, the portion thereof taxable as ordinary income by reason of depletion deductions previously claimed by such trust unitholder. However, the trust intends to furnish each of the trust unitholders with information relating to this calculation for U.S. federal income tax purposes in connection with the final partnership tax return for the trust.

        Tax Treatment of Hedging Income.    Income or loss realized with respect to hedging arrangements entered into by the trust will give rise to ordinary income or loss to the trust unitholders for U.S. federal income tax purposes. Trust unitholders will not be entitled to depletion deductions with respect to any hedging income.

        Limitations on Deductibility of Losses.    It is not anticipated that the trust will generate losses. Nevertheless, should losses result, trust unitholders must consult their own tax advisors as to the applicability to them of loss limitation rules that could operate to limit the deductibility to a trust unitholder of his share of the trust's losses such as the basis limitation, the "at risk" rules and the passive loss rules. Special passive loss limitation rules apply with respect to publicly-traded partnerships.

        Limitations on Interest Deductions.    The deductibility of a non-corporate taxpayer's "investment interest expense" is generally limited to the amount of that taxpayer's "net investment income." Investment interest expense includes:

    interest on indebtedness properly allocable to property held for investment;

    the trust's interest expense attributed to portfolio income; and

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    the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

        The computation of a trust unitholder's investment interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase or carry a trust unit. Net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules, less deductible expenses, other than interest, directly connected with the production of investment income, but generally does not include gains attributable to the disposition of property held for investment or qualified dividend income. The IRS has indicated that the net passive income earned by a publicly traded partnership will be treated as investment income to its unitholders for purposes of the investment interest deduction limitation. In addition, the trust unitholder's share of the trust's portfolio income will be treated as investment income.

        Entity-Level Withholdings.    If the trust is required or elects under applicable law to pay any federal, state, local or foreign income tax on behalf of any trust unitholder or any former trust unitholder, the trust is authorized to pay those taxes from its funds. That payment, if made, will be treated as a distribution of cash to the trust unitholder on whose behalf the payment was made. If the payment is made on behalf of a person whose identity cannot be determined, the trust is authorized to treat the payment as a distribution to all current trust unitholders. The trust is authorized to amend its trust agreement in the manner necessary to maintain uniformity of intrinsic tax characteristics of trust units. Payments by the trust as described above could give rise to an overpayment of tax on behalf of an individual trust unitholder in which event the trust unitholder would be required to file a claim in order to obtain a credit or refund.

        Treatment of Short Sales.    A trust unitholder whose trust units are loaned to a "short seller" to cover a short sale of trust units may be considered as having disposed of those units. If so, he would no longer be treated for tax purposes as a partner with respect to those trust units during the period of the loan and may recognize gain or loss from the disposition. As a result, during this period:

    any of the trust's income, gain, loss, deduction or credit with respect to those trust units would not be reportable by the trust unitholder;

    any cash distributions received by the trust unitholder as to those trust units would be fully taxable; and

    all of these distributions would appear to be ordinary income.

        Covington & Burling LLP has not rendered an opinion regarding the tax treatment of a trust unitholder whose trust units are loaned to a short seller to cover a short sale of trust units; therefore, trust unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing and loaning their trust units. The IRS has previously announced that it is studying issues relating to the tax treatment of short sales of partnership interests. Please also read "—Disposition of Trust Units—Recognition of Gain or Loss."

        Alternative Minimum Tax.    Each trust unitholder will be required to take into account his distributive share of any items of the trust's income, gain, loss, deduction or credit for purposes of the alternative minimum tax. The current minimum tax rate for non-corporate taxpayers is 26% on the first $175,000 of alternative minimum taxable income in excess of the exemption amount and 28% on any additional alternative minimum taxable income. Prospective trust unitholders are urged to consult with their tax advisors as to the impact of an investment in trust units on their liability for the alternative minimum tax.

        Tax Rates.    Under current law, the highest marginal U.S. federal income tax rate applicable to ordinary income of individuals is 35% and the highest marginal U.S. federal income tax rate applicable to long-term capital gains (generally, capital gains on certain assets held for more than 12 months) of individuals is 15%. However, absent new legislation extending the current rates, beginning January 1, 2013,

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the highest marginal U.S. federal income tax rate applicable to ordinary income and long-term capital gains of individuals will increase to 39.6% and 20%, respectively. Moreover, these rates are subject to change by new legislation at any time.

        The recently enacted Health Care and Education Reconciliation Act of 2010 will impose a 3.8% Medicare tax on certain investment income earned by individuals, estates and trusts for taxable years beginning after December 31, 2012. For these purposes, investment income generally includes a trust unitholder's allocable share of the trust's income and gain realized by a trust unitholder from a sale of trust units. In the case of an individual, the tax will be imposed on the lesser of (1) the trust unitholder's net income from all investments, and (2) the amount by which the trust unitholder's adjusted gross income exceeds $250,000 (if the trust unitholder is married and filing jointly or a surviving spouse), $125,000 (if the trust unitholder is married and filing separately) or $200,000 (if the trust unitholder is not married). In the case of an estate or trust, the tax will be imposed on the lesser of (1) the undistributed net investment income of the estate or trust, or (2) the excess of the adjusted gross income of the estate or trust over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins.

        Section 754 Election.    The trust will make the election permitted by Section 754 of the Internal Revenue Code. That election is irrevocable without the consent of the IRS. The election will generally permit the trust to adjust a subsequent trust unit purchaser's tax basis in the trust's assets ("inside basis") under Section 743(b) of the Internal Revenue Code to reflect his purchase price of trust units acquired from another trust unitholder. The Section 743(b) adjustment belongs to the purchaser and not to other trust unitholders. For purposes of this discussion, a trust unitholder's inside basis in the trust's assets will be considered to have two components: (1) his share of tax basis in the trust's assets ("common basis") and (2) his Section 743(b) adjustment to that basis.

        A Section 754 election is advantageous if the transferee's tax basis in his units is higher than the units' share of the aggregate tax basis of the trust's assets immediately prior to the transfer. In such a case, as a result of the election, the transferee would have a higher tax basis in his share of the trust's assets for purposes of calculating, among other items, cost depletion deductions on the Perpetual Royalties, and his share of any gain on a sale of the trust's assets would be less. Conversely, a Section 754 election is disadvantageous if the transferee's tax basis in his units is lower than those trust units' share of the aggregate tax basis of the trust's assets immediately prior to the transfer. Thus, the fair market value of the trust units may be affected either favorably or unfavorably by the election. A basis adjustment is required regardless of whether a Section 754 election is made in the case of a transfer of an interest in the trust if it has a substantial built-in loss immediately after the transfer. Generally a built-in loss or a basis reduction is substantial if it exceeds $250,000.

        The calculations involved in the Section 754 election are complex and will be made on the basis of assumptions as to the value of the trust's assets and other matters. For example, the allocation of the Section 743(b) adjustment among the trust's assets must be made in accordance with the Internal Revenue Code. The trust cannot assure unitholders that the determinations it makes will not be successfully challenged by the IRS and that the deductions resulting from them will not be reduced or disallowed altogether. Should the IRS require a different basis adjustment to be made, and should, in the trust's opinion, the expense of compliance exceed the benefit of the election, the trust may seek permission from the IRS to revoke its Section 754 election. If permission is granted, a subsequent purchaser of trust units may be allocated more income than he would have been allocated had the election not been revoked.

        Initial Tax Basis and Amortization.    The initial tax basis of the portion of the PDP Royalty Interest treated as a royalty interest in minerals (the Perpetual PDP Royalty) and the portion treated as a production payment (the Term PDP Royalty), and the initial basis of the portion of the Development Royalty Interest treated as a royalty interest in minerals (the Perpetual Development Royalty) and the portion treated as a production payment (the Term Development Royalty) will be effectively equal on a

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per-unit basis to the portion of the unit price allocated to each based on each such portion's relative fair market value.

        The costs incurred in selling the trust units (called "syndication expenses") must be capitalized and cannot be deducted currently, ratably or upon the trust's termination. There are uncertainties regarding the classification of costs as organizational expenses, which may be amortized by the trust, and as syndication expenses, which may not be amortized by the trust. The underwriting discounts and commissions the trust incurs will be treated as syndication expenses.

        Valuation and Tax Basis of the Trust's Properties.    The U.S. federal income tax consequences of the ownership and disposition of trust units will depend in part on the trust's estimates of the relative fair market values, and the initial tax bases, of the trust's assets. Although the trust may from time to time consult with professional appraisers regarding valuation matters, the trust will make many of the relative fair market value estimates itself. These estimates and determinations of basis are subject to challenge and will not be binding on the IRS or the courts. If the estimates of fair market value or basis are later found to be incorrect, the character and amount of items of income, gain, loss or deductions previously reported by trust unitholders might change, and trust unitholders might be required to adjust their tax liability for prior years and incur interest and penalties with respect to those adjustments.

Disposition of Trust Units

        Recognition of Gain or Loss.    Gain or loss will be recognized on a sale of trust units equal to the difference between the amount realized and the trust unitholder's tax basis for the trust units sold. A trust unitholder's amount realized will be measured by the sum of the cash or the fair market value of other property received. The amount realized should be reduced by the unused net negative adjustments attributable to the trust units disposed of as described above under "—Tax Consequences of Trust Unit Ownership—Tax Treatment of the Term Royalties." A trust unitholder's adjusted tax basis in his trust units will be equal to the trust unitholder's original purchase price for the trust units, increased by income and decreased by losses or deductions previously allocated to the trust unitholder and by distributions to the trust unitholder and depletion deductions claimed by the trust unitholder.

        Prior distributions from the trust in excess of cumulative net taxable income for a trust unit that decreased a unitholder's tax basis in that trust unit will, in effect, become taxable income if the trust unit is sold at a price greater than the trust unitholder's tax basis in that trust unit, even if the price received is less than his original cost.

        Except as noted below, gain or loss recognized by a trust unitholder, other than a "dealer" in trust units, on the sale or exchange of a trust unit will generally be taxable as capital gain or loss. Capital gain recognized by an individual on the sale of trust units held for more than 12 months will generally be taxed at a maximum U.S. federal income tax rate of 15% through December 31, 2012 and 20% thereafter (absent new legislation extending or adjusting the current rate). However, a portion, which will likely be substantial, of this gain or loss will be separately computed and taxed as ordinary income or loss under Section 751 of the Internal Revenue Code to the extent attributable to assets giving rise to "unrealized receivables" the trust owns. The term "unrealized receivables" includes potential recapture items, including depletion recapture. Ordinary income attributable to unrealized receivables such as depletion recapture may exceed net taxable gain realized upon the sale of a trust unit and may be recognized even if there is a net taxable loss realized on the sale of a trust unit. Thus, a trust unitholder may recognize both ordinary income and a capital loss upon a sale of trust units. Net capital losses may offset capital gains and no more than $3,000 of ordinary income, in the case of individuals, and may only be used to offset capital gains in the case of corporations.

        The IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis for all those interests. Upon a sale or other disposition of less than all of those interests, a portion of that tax basis must be allocated to the interests

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sold using an "equitable apportionment" method, which generally means that the tax basis allocated to the interest sold equals an amount that bears the same relation to the partner's tax basis in his entire interest in the partnership as the value of the interest sold bears to the value of the partner's entire interest in the partnership. Treasury Regulations under Section 1223 of the Internal Revenue Code allow a selling trust unitholder who can identify trust units transferred with an ascertainable holding period to elect to use the actual holding period of the trust units transferred. Thus, according to the ruling discussed above, a trust unitholder will be unable to select high or low basis trust units to sell as would be the case with corporate stock, but, according to the Treasury Regulations, he may designate specific trust units sold for purposes of determining the holding period of trust units transferred. A trust unitholder electing to use the actual holding period of trust units transferred must consistently use that identification method for all subsequent sales or exchanges of trust units. A trust unitholder considering the purchase of additional trust units or a sale of trust units purchased in separate transactions is urged to consult his tax advisor as to the possible consequences of this ruling and application of the Treasury Regulations.

        Specific provisions of the Internal Revenue Code affect the taxation of some financial products and securities, including partnership interests, by treating a taxpayer as having sold an "appreciated" partnership interest, one in which gain would be recognized if it were sold, assigned or terminated at its fair market value, if the taxpayer or related persons enter(s) into:

    a short sale;

    an offsetting notional principal contract; or

    a futures or forward contract with respect to the partnership interest or substantially identical property.

        Moreover, if a taxpayer has previously entered into a short sale, an offsetting notional principal contract or a futures or forward contract with respect to the partnership interest, the taxpayer will be treated as having sold that position if the taxpayer or a related person then acquires the partnership interest or substantially identical property. The Secretary of the Treasury is also authorized to issue regulations that treat a taxpayer that enters into transactions or positions that have substantially the same effect as the preceding transactions as having constructively sold the financial position.

        Allocations Between Transferors and Transferees.    In general, the trust's taxable income and losses will be determined and allocated on a quarterly basis and apportioned among the trust unitholders in proportion to the number of trust units of record owned by each of them as of the opening of the applicable exchange on which the trust units are then traded on the quarterly record date occurring in such quarter, which is referred to in this prospectus as the "Allocation Date."

        Although simplifying conventions are contemplated by the Internal Revenue Code, the use of this method may not be permitted under existing Treasury Regulations. Accordingly, Covington & Burling LLP is unable to opine on the validity of this method of allocating income and deductions between transferor and transferee trust unitholders. If this method is not allowed under the Treasury Regulations, or only applies to transfers of less than all of the trust unitholder's interest, the trust's taxable income or losses might be reallocated among the trust unitholders. The trust is authorized to revise its method of allocation between transferor and transferee trust unitholders, as well as trust unitholders whose interests vary during a taxable year, to conform to a method permitted under future Treasury Regulations.

        Notification Requirements.    A trust unitholder who sells any of his trust units is generally required to notify the trust in writing of that sale within 30 days after the sale (or, if earlier, January 15 of the year following the sale). A purchaser of trust units who purchases trust units from another trust unitholder is also generally required to notify the trust in writing of that purchase within 30 days after the purchase. Upon receiving such notifications, the trust is required to notify the IRS of that transaction and to furnish specified information to the transferor and transferee. Failure to notify the trust of a purchase may, in some cases, lead to the imposition of penalties. However, these reporting requirements do not apply to a

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sale by an individual who is a citizen of the United States and who affects the sale or exchange through a broker who will satisfy such requirements.

        Constructive Termination.    The trust will be considered to have been terminated for tax purposes if there are sales or exchanges which, in the aggregate, constitute 50% or more of the total interests in the trust's capital and profits within a twelve-month period. For purposes of measuring whether the 50% threshold is reached, multiple sales of the same interest are counted only once. A constructive termination results in the closing of the trust's taxable year for all trust unitholders. In the case of a trust unitholder reporting on a taxable year other than a calendar year, the closing of the trust's taxable year may result in more than 12 months of the trust's taxable income or loss being includable in his taxable income for the year of termination. A constructive termination occurring on a date other than December 31 will result in the trust filing two tax returns (and trust unitholders may receive two Schedule K-1's) for one fiscal year and the cost of the preparation of these returns will be borne by all trust unitholders. The trust would be required to make new tax elections after a termination, including a new election under Section 754 of the Internal Revenue Code. A termination could also result in penalties if the trust was unable to determine that the termination had occurred. Moreover, a termination might either accelerate the application of, or subject the trust to, any tax legislation enacted before the termination.

Tax-Exempt Organizations and Certain Other Investors

        Ownership of trust units by employee benefit plans, other tax-exempt organizations, non-resident aliens, non-U.S. corporations and other non-U.S. persons raises issues unique to those investors and, as described below, may have substantially adverse tax consequences to them. If a potential investor is a tax-exempt entity or a non-U.S. person, then it should consult a tax advisor before investing in the trust units.

        Tax-Exempt Organizations.    Employee benefit plans and most other organizations exempt from U.S. federal income tax including IRAs and other retirement plans are subject to U.S. federal income tax on unrelated business taxable income. Because all of the income of the trust is expected to be royalty income, interest income, hedging income and gain from the sale of real property, none of which is unrelated business taxable income, any such organization exempt from U.S. federal income tax is not expected to be taxable on income generated by ownership of trust units so long as neither the property held by the trust nor the trust units are debt-financed property within the meaning of Section 514(b) of the Internal Revenue Code. In general, trust property would be debt-financed if the trust incurs debt to acquire the property or otherwise incurs or maintains a debt that would not have been incurred or maintained if the property had not been acquired and a trust unit would be debt-financed if the trust unitholder incurs debt to acquire the trust unit or otherwise incurs or maintains a debt that would not have been incurred or maintained if the trust unit had not been acquired.

        Non-U.S. Persons.    The trust (or the appropriate intermediary if units are held in "Street Name") intends to withhold on distributions paid to non-U.S. trust unitholders. The trust currently intends to withhold on distributions at a 35% rate. Non-U.S. trust unitholders should consult their own tax advisors with respect to seeking a credit or refund for any portion of taxes withheld from distributions.

        As long as the trust units are regularly traded on an established securities market, gain realized by a non-U.S. trust unitholder on a sale of trust units will not be subject to U.S. federal income tax unless:

    the gain is, or is treated as, effectively connected with business conducted by the non-U.S. trust unitholder in the United States, and in the case of an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the non-U.S. trust unitholder;

    the non-U.S. trust unitholder is an individual who is present in the United States for at least 183 days in the year of the sale and certain other conditions are met; or

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    the non-U.S. trust unitholder owns currently, or owned at certain earlier times, directly or by applying certain attribution rules, more than 5% of the trust units.

Administrative Matters

        Trust Information Returns and Audit Procedures.    The trust intends to furnish to each trust unitholder, within 90 days after the close of each calendar year, specific tax information, including a Schedule K-1, which describes his share of the trust's income, gain, loss and deduction for the trust's preceding taxable year. In preparing this information, which will not be reviewed by counsel, the trust will take various accounting and reporting positions, some of which have been mentioned earlier, to determine each trust unitholder's share of income, gain, loss and deduction. The trust cannot assure unitholders that those positions will yield a result that conforms to the requirements of the Internal Revenue Code, Treasury Regulations or administrative interpretations of the IRS. Neither the trust nor Covington & Burling LLP can assure prospective trust unitholders that the IRS will not successfully contend in court that those positions are impermissible. Any challenge by the IRS could negatively affect the value of the units.

        The IRS may audit the trust's U.S. federal income tax information returns. Adjustments resulting from an IRS audit may require each trust unitholder to adjust a prior year's tax liability, and possibly may result in an audit of his return. Any audit of a trust unitholder's return could result in adjustments not related to the trust's returns as well as those related to the trust's returns.

        Partnerships generally are treated as separate entities for purposes of federal tax audits, judicial review of administrative adjustments by the IRS and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership proceeding rather than in separate proceedings with the partners. The Internal Revenue Code requires that one partner be designated as the "Tax Matters Partner" for these purposes. The trust agreement names SandRidge as the trust's Tax Matters Partner.

        The Tax Matters Partner has made and will make some elections on behalf of the trust and the trust unitholders. In addition, the Tax Matters Partner can extend the statute of limitations for assessment of tax deficiencies against trust unitholders for items in the trust's returns. The Tax Matters Partner may bind a trust unitholder with less than a 1% profits interest in the trust to a settlement with the IRS unless that trust unitholder elects, by filing a statement with the IRS, not to give that authority to the Tax Matters Partner. The Tax Matters Partner may seek judicial review, by which all the trust unitholders are bound, of a final partnership administrative adjustment and, if the Tax Matters Partner fails to seek judicial review, judicial review may be sought by any trust unitholder having at least a 1% interest in profits or by any group of trust unitholders having in the aggregate at least a 5% interest in profits. However, only one action for judicial review will go forward, and each trust unitholder with an interest in the outcome may participate.

        A trust unitholder must file a statement with the IRS identifying the treatment of any item on his federal income tax return that is not consistent with the treatment of the item on the trust's return. Intentional or negligent disregard of this consistency requirement may subject a trust unitholder to substantial penalties.

        Nominee Reporting.    Persons who hold an interest in the trust as a nominee for another person are required to furnish to the trust:

            (a)   the name, address and taxpayer identification number of the beneficial owner and the nominee;

            (b)   whether the beneficial owner is:

              (1)   a person that is not a United States person;

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              (2)   a non-U.S. government, an international organization or any wholly owned agency or instrumentality of either of the foregoing; or

              (3)   a tax-exempt entity;

            (c)   the amount and description of units held, acquired or transferred for the beneficial owner; and

            (d)   specific information including the dates of acquisitions and transfers, means of acquisitions and transfers and acquisition cost for purchases, as well as the amount of net proceeds from sales.

        Brokers and financial institutions are required to furnish additional information, including whether they are United States persons and specific information on units they acquire, hold or transfer for their own account. A penalty of $100 per failure, up to a maximum of $1,500,000 per calendar year, is imposed by the Internal Revenue Code for failure to report that information to the trust. The nominee is required to supply the beneficial owner of the trust units with the information furnished to the trust.

        Accuracy-Related Penalties.    An additional tax equal to 20% of the amount of any portion of an underpayment of tax that is attributable to one or more specified causes, including negligence or disregard of rules or regulations, substantial understatements of income tax and substantial valuation misstatements, is imposed by the Internal Revenue Code. No penalty will be imposed, however, for any portion of an underpayment if it is shown that there was a reasonable cause for that portion and that the taxpayer acted in good faith regarding that portion.

        For individuals, a substantial understatement of income tax in any taxable year exists if the amount of the understatement exceeds the greater of 10% of the tax required to be shown on the return for the taxable year or $5,000. The amount of any understatement subject to penalty generally is reduced if any portion is attributable to a position adopted on the return:

            (1)   for which there is, or was, "substantial authority"; or

            (2)   as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return.

        If any item of income, gain, loss or deduction included in the distributive shares of trust unitholders might result in that kind of an "understatement" of income for which no "substantial authority" exists, the trust must disclose the pertinent facts on its return. In addition, the trust will make a reasonable effort to furnish sufficient information for trust unitholders to make adequate disclosure on their returns and to take other actions as may be appropriate to permit trust unitholders to avoid liability for this penalty. More stringent rules apply to "tax shelters," which the trust does not believe includes it, or any of the trust's investments, plans or arrangements.

        A substantial valuation misstatement exists if (a) the value of any property, or the tax basis of any property, claimed on a tax return is 150% or more of the amount determined to be the correct amount of the valuation or tax basis, (b) the price for any property or services (or for the use of property) claimed on any such return with respect to any transaction between persons described in Internal Revenue Code Section 482 is 200% or more (or 50% or less) of the amount determined under Section 482 to be the correct amount of such price, or (c) the net Internal Revenue Code Section 482 transfer price adjustment for the taxable year exceeds the lesser of $5 million or 10% of the taxpayer's gross receipts.

        No penalty is imposed unless the portion of the underpayment attributable to a substantial valuation misstatement exceeds $5,000 ($10,000 for most corporations). The penalty is increased to 40% in the event of a gross valuation misstatement. The trust does not anticipate making any valuation misstatements.

        Reportable Transactions.    If the trust were to engage in a "reportable transaction," the trust (and possibly the unitholders) would be required to make a detailed disclosure of the transaction to the IRS. A transaction may be a reportable transaction based upon any of several factors, including the fact that it is a

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type of tax avoidance transaction publicly identified by the IRS as a "listed transaction" or that it produces certain kinds of losses for partnerships, individuals, S corporations, and trusts in excess of $2 million in any single year, or $4 million in any combination of 6 successive tax years. The trust's participation in a reportable transaction could increase the likelihood that the trust's U.S. federal income tax information return (and possibly the unitholders' tax return) would be audited by the IRS. Please read "—Trust Information Returns and Audit Procedures."

        Moreover, if the trust were to participate in a reportable transaction with a significant purpose to avoid or evade tax, or in any listed transaction, unitholders may be subject to the following provisions of the American Jobs Creation Act of 2004:

    accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at "—Accuracy-Related Penalties";

    for those persons otherwise entitled to deduct interest on federal tax deficiencies, non-deductibility of interest on any resulting tax liability; and

    in the case of a listed transaction, an extended statute of limitations.

The trust does not expect to engage in any "reportable transactions."

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STATE TAX CONSIDERATIONS

        The following is intended as a brief summary of certain information regarding state income taxes. No opinion of counsel has been requested or received with respect to the state tax consequences of an investment in trust units. Trust unitholders are urged to consult their own legal and tax advisors with respect to these matters.

        Prospective investors should consider state and local income tax consequences of an investment in the common units. The trust will own royalty interests burdening specified oil and natural gas properties located in Noble, Kay, Alfalfa, Grant and Woods counties in northern Oklahoma and Harper, Comanche, Sumner and Barber counties in southern Kansas.

        Oklahoma Income Taxes.    If the trust is treated as a partnership for U.S. federal income tax purposes, it will also be treated as a partnership for Oklahoma income tax purposes. Trust unitholders will be subject to Oklahoma income tax on all trust royalty income generated by wells located in Oklahoma and allocable to the unitholders; accordingly, trust unitholders will be required to file Oklahoma state income tax returns and pay taxes in Oklahoma, and may be subject to penalties for failure to comply with such requirements. The highest marginal rates for the payment of Oklahoma state income taxes are 5.25% for individuals, trusts and estates, and 6% for corporations. Generally, Oklahoma taxpayers are entitled to a depletion allowance on oil and natural gas income for state income tax purposes equal to the greater of cost depletion or percentage depletion, with the percentage depletion allowance for most taxpayers being 22%, but not in excess of 50% of the gross income from the property; however, each trust unitholder should consult their own legal and tax advisors to determine the Oklahoma depletion allowance specifically applicable to such unitholder. Although payments to out-of-state interest owners, including beneficial owners such as trust unitholders, in respect of Oklahoma oil and natural gas income generally are subject to withholding for Oklahoma income tax purposes at the rate of 5%, an exception exists for publicly traded partnerships that furnish detailed information concerning beneficial owners to the Oklahoma Tax Commission. The trust plans to furnish such information and comply with those Oklahoma Tax Commission requirements as necessary to avoid withholding for Oklahoma state income tax purposes. Although Oklahoma municipalities are statutorily authorized to assess income taxes, no municipality has enacted such a tax. If any Oklahoma municipality were to enact an income tax, the tax could not be levied on nonresidents of the municipality.

        Kansas Income Taxes.    If the trust is treated as a partnership for U.S. federal income tax purposes, it will also be treated as a partnership for Kansas income tax purposes. Trust unitholders who are residents of Kansas will be subject to Kansas income tax on all trust royalty income allocable to the unitholders; provided, however, that a resident of Kansas may be eligible for a credit against the Kansas income tax for income taxes paid to another state. Trust unitholders who are not residents of Kansas will be subject to Kansas income tax on all trust royalty income allocable to the unitholders that is from Kansas sources. Accordingly, trust unitholders will be required to file Kansas state income tax returns and pay taxes in Kansas, and may be subject to penalties for failure to comply with such requirements. The highest marginal rates for the payment of Kansas state income taxes are 6.45% for individuals, trusts and estates, and 4% for corporations; however, a surtax of 3% is levied on taxable income of corporations in excess of $50,000. Although payments to out-of-state interest owners, including beneficial owners such as trust unitholders, in respect of Kansas oil and natural gas income generally are subject to withholding for Kansas income tax purposes at the rate of 6.45%, an exclusion exists for publicly traded partnerships. Consequently, the trust will not withhold for Kansas state income tax purposes.

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ERISA CONSIDERATIONS

        The Employee Retirement Income Security Act of 1974, as amended (referred to as "ERISA"), regulates pension plans, profit-sharing plans, stock bonus plans, simplified employee pension plans, Keogh plans, tax deferred annuities and IRAs established or maintained by an employer or employee organization, and other employee benefit plans to which it applies. ERISA also contains standards for persons who are fiduciaries of those plans. In addition, the Internal Revenue Code provides similar requirements and standards which are applicable to pension and welfare plans, and to individual retirement accounts, whether or not subject to ERISA.

        A fiduciary of an ERISA-governed plan should carefully consider fiduciary standards under ERISA before authorizing an investment in trust units. Among other things, a fiduciary should consider:

    whether the investment satisfies the exclusive purpose requirements of Section 404(a)(1)(A) of ERISA;

    whether the investment satisfies the prudence requirements of Section 404(a)(1)(B) of ERISA;

    whether the investment satisfies the diversification requirements of Section 404(a)(1)(C) of ERISA; and

    whether the investment is in accordance with the documents and instruments governing the qualified plan as required by Section 404(a)(1)(D) of ERISA.

        A fiduciary should also consider whether an investment in common units might result in nonexempt prohibited transactions under Section 406 of ERISA and Internal Revenue Code Section 4975. In general, to decide whether an investment will result in a prohibited transaction, a fiduciary must determine whether the transaction (1) constitutes a sale or exchange of property, an extension of credit, or the furnishing of goods or services between a fiduciary and an entity known as a "party in interest" under ERISA, (2) involves plan assets , employer securities or real property, or (3) creates a conflict of interest. The Department of Labor has published regulations concerning whether or not a qualified plan's assets would be deemed to include an interest in the underlying assets of an entity for purposes of the reporting, disclosure and fiduciary responsibility provisions of ERISA and analogous provisions of the Internal Revenue Code. These regulations provide that the underlying assets of an entity will not be considered "plan assets" if the equity interests in the entity are a publicly offered security. SandRidge expects that at the time of the sale of the trust units in this offering, they will be publicly offered securities.

        However, the prohibited transaction rules are complex, and persons involved in prohibited transactions are subject to penalties. For that reason, potential plan investors should consult with their counsel to determine the consequences under ERISA and the Internal Revenue Code of their acquisition and ownership of trust units.

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UNDERWRITERS

        Subject to the terms and conditions in an underwriting agreement dated                        , 2012, the underwriters named below, for whom Morgan Stanley & Co. LLC and Raymond James & Associates, Inc. are acting as the representatives, have severally agreed to purchase from SandRidge the number of trust units set forth opposite their names:

Name
  Number of
Trust Units
 

Morgan Stanley & Co. LLC

       

Raymond James & Associates, Inc. 

       
       

Total

    25,000,000  
       

        The underwriters and the representatives are collectively referred to as the "underwriters" and the "representatives," respectively. The underwriters are obligated to take and pay for all of the common units offered by this prospectus, if any are taken, other than the common units covered by the option described below unless and until this option is exercised. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the common units are subject to a number of conditions, including, among others, the accuracy of the representations and warranties in the underwriting agreement, listing of the common units on the New York Stock Exchange, receipt of specified letters from counsel and the trust's and SandRidge's independent registered public accounting firm, and receipt of specified officers' certificates.

        Common units sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover page of this prospectus. Any common units sold by the underwriters to securities dealers may be sold at a price that represents a concession not in excess of $            per common unit under the initial public offering price. If all of the common units are not sold at the initial public offering price, the offering price and other selling terms may from time to time be varied by the representatives. The offering of the common units by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

        The trust has granted the underwriters an option to buy up to 3,750,000 additional common units from the trust at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. They may exercise that option for 30 days from the date of this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase the same percentage of the additional common units as the number listed next to the underwriter's name in the preceding table bears to the total number of common units listed next to the names of all underwriters in the preceding table.

        If the underwriters do not exercise their option to purchase additional common units, the trust will issue 3,750,000 common units to SandRidge upon the option's expiration. If and to the extent the underwriters exercise their option to purchase additional common units, the number of common units purchased by the underwriters pursuant to such exercise will be issued to the public and the remainder, if any, will be issued to SandRidge. Accordingly, the exercise of the underwriters' option will not affect the total number of common units outstanding.

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        The following table shows the amount per unit and total underwriting discounts the trust will pay to the underwriters (dollars in thousands, except per unit). The amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional trust units.

 
   
  Total  
 
  Per Unit   No Exercise   Full Exercise  

Public Offering Price

  $     $     $    

Underwriting discounts and commissions

  $     $     $    

Proceeds, before expenses

  $     $     $    

        The trust will pay Morgan Stanley & Co. LLC and Raymond James & Associates, Inc. a structuring fee of $            (or $            if the underwriters exercise their option to purchase additional trust units to cover over-allotments) for evaluation, analysis and structuring of the trust.

        SandRidge estimates that the expenses payable by SandRidge or the trust, excluding underwriting discounts and commissions, will be approximately $             million. In no event will the maximum amount of compensation to be paid to members of the Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with this offering exceed 10%.

        The underwriters have informed the trust that they do not intend sales to discretionary accounts to exceed 5% of the total number of common units offered by them.

        The trust has applied to have the common units approved for listing on the New York Stock Exchange under the symbol "SDR."

        SandRidge has agreed with the underwriters, subject to specified exceptions, not to dispose of or hedge any of the common units or securities convertible into or exchangeable for common units during the period from the date of the preliminary prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Morgan Stanley & Co. LLC and Raymond James & Associates, Inc.

        The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period the trust issues a release concerning distributable cash or announces material news or a material event relating to the trust occurs; or (2) prior to the expiration of the 180-day restricted period, the trust announces that it will release distributable cash during the 16-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

        The underwriters have informed SandRidge that they do not presently intend to release common units or other securities subject to the lock-up agreements. Any determination to release any common units or other securities subject to the lock-up agreements would be based on a number of factors at the time of any such determination; such factors may include the market price of the common units, the liquidity of the trading market for the common units, general market conditions, the number of common units or other securities subject to the lock-up agreements proposed to be sold, and the timing, purpose and terms of the proposed sale.

        In order to facilitate the offering of the common units, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common units. Specifically, the underwriters may sell more units than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of units available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing units in the open market. In determining the source of units to close out a covered short sale, the underwriters will consider, among other things, the

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open market price of units compared to the price available under the over-allotment option. The underwriters may also sell units in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common units in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, common units in the open market to stabilize the price of the common units. These activities may raise or maintain the market price of the common units above independent market levels or prevent or retard a decline in the market price of the common units. The underwriters are not required to engage in these activities and may end any of these activities at any time.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased units sold by or for the account of such underwriter in stabilizing or short covering transactions.

        SandRidge and the trust have agreed to indemnify the several underwriters and persons who control the underwriters against certain liabilities that may arise in connection with this offering, including liabilities under the Securities Act of 1933.

        Because FINRA views the common units offered under this prospectus as interests in a direct participation program, the offering is being made in compliance with Rule 2310 of the FINRA rules administered by FINRA. Investor suitability with respect to the common units should be judged similarly to the suitability with respect to other securities that are listed for quotation on a national securities exchange.

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking and other services for SandRidge, for which they received or will receive customary fees and expenses. In addition, affiliates of certain of the underwriters may be counterparties under the direct hedging contracts with the trust. Furthermore, certain of the underwriters and their respective affiliates may, from time to time, enter into arms-length transactions with SandRidge in the ordinary course of their business. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments, including serving as counterparties to certain derivative and hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities or instruments of the trust or SandRidge. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

        A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of common units to underwriters for sale to their online brokerage account holders.

        Internet distributions will be allocated by the representatives to the underwriters that may make Internet distributions on the same basis as other allocations.

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Pricing of the Offering

        Prior to this offering, there has been no public market for trust units. The initial public offering price was determined by negotiations between SandRidge and the representatives. Among the factors considered in determining the initial public offering price were estimates of distributions to trust unitholders, overall quality of the oil and natural gas attributable to the Underlying Properties, industry and market conditions, prevalent in the energy industry, the information set forth in this prospectus and otherwise available to the representatives and the general conditions of the securities market at the time of this offering.

        The estimated initial public offering price range set forth on the cover page of this prospectus is subject to change as a result of market conditions and other factors. The trust cannot assure you that the prices at which the common units will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in the trust's common units will develop and continue after this offering.

Directed Unit Program

        At SandRidge's request, the underwriters have reserved up to 5% of the common units being offered by this prospectus for sale to SandRidge's directors, officers, and certain other persons associated with SandRidge, at the initial public offering price. The sales will be made by Morgan Stanley & Co. LLC through a directed unit program. It is not certain if these persons will choose to purchase all or any portion of these reserved units, but any purchases they make will reduce the number of common units available to the general public. To the extent the allotted reserved units are not purchased in the directed unit program, we will offer these common units to the general public on the same basis as all other common units offered by this prospectus. The individuals eligible to participate in the directed unit program must commit to purchase no later than before the opening of business on the day following the date of this prospectus, but in any event, will not be obligated to purchase common units. Any directors or officers of SandRidge or other persons associated with SandRidge purchasing reserved units in the directed unit program, if any, will not be subject to a lock-up agreement. SandRidge has agreed to indemnify Morgan Stanley & Co. LLC against certain liabilities and expenses, including liabilities under the Securities Act of 1933, in connection with the sales of the reserved units.

Conflicts/Affiliates

        The underwriters and their affiliates may provide in the future investment banking, financial advisory or other financial services for SandRidge and its affiliates, for which they may receive advisory or transaction fees, as applicable, plus out-of-pocket expense, of the nature and in amounts customary to the industry for these financial services.

Notice to Prospective Investors in the EEA

        In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securities described in this prospectus may not be made to the public in that relevant member state other than:

    to any legal entity which is a qualified investor as defined in the Prospectus Directive;

    to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to

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      obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

    in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

        For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and includes any relevant implementing measure in each relevant member state. The expression "2010 PD Amending Directive" means Directive 2010/73/EU.

        We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the securities as contemplated in this prospectus. Accordingly, no purchaser of the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of us or the underwriters.

Notice to Prospective Investors in the United Kingdom

        The trust may constitute a "collective investment scheme" as defined by section 235 of the Financial Services and Markets Act 2000 (FSMA) that is not a "recognized collective investment scheme" for the purposes of FSMA (CIS) and that has not been authorized or otherwise approved. As an unregulated scheme, it cannot be marketed in the United Kingdom to the general public, except in accordance with FSMA. This prospectus is only being distributed in the United Kingdom to, and is only directed at:

        (1)   if the trust is a CIS and is marketed by a person who is an authorized person under FSMA, (a) investment professionals falling within Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) Order 2001, as amended (the CIS Promotion Order) or (b) high net worth companies and other persons falling within Article 22(2)(a) to (d) of the CIS Promotion Order; or

        (2)   otherwise, if marketed by a person who is not an authorized person under FSMA, (a) persons who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order) or (b) Article 49(2)(a) to (d) of the Financial Promotion Order; and

        (3)   in both cases (1) and (2) to any other person to whom it may otherwise lawfully be made (all such persons together being referred to as "relevant persons").

        The common units are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such common units will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

        An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) in connection with the issue or sale of any common units which are the subject of the offering contemplated by this prospectus will only be communicated or caused to be communicated in circumstances in which Section 21(1) of FSMA does not apply to the trust.

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LEGAL MATTERS

        Richards, Layton & Finger, P.A., as special Delaware counsel to the trust, will give a legal opinion as to the validity of the trust units. Covington & Burling LLP, counsel to SandRidge, will give opinions as to certain other matters relating to the offering, including the tax opinion described in the section of this prospectus captioned "U.S. Federal Income Tax Considerations." Certain legal matters in connection with the common units offered hereby will be passed upon for the underwriters by Vinson & Elkins L.L.P.


EXPERTS

        Certain information appearing in this prospectus regarding the December 31, 2011 estimated quantities of reserves of the Underlying Properties and royalty interests owned by the trust, the future net revenues from those reserves and their present value is based on estimates of the reserves and present values prepared by or derived from estimates prepared by Netherland Sewell & Associates, Inc., independent petroleum engineers.

        Certain estimates of SandRidge's reserves of oil and natural gas that are incorporated by reference in this prospectus were based in part upon engineering reports prepared by independent petroleum engineers Netherland, Sewell & Associates, Inc., DeGolyer and MacNaughton and Lee Keeling and Associates, Inc. These estimates are referred to or incorporated by reference herein in reliance on the authority of such firms as experts in such matters.

        The financial statements of SandRidge and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to SandRidge's Annual Report on Form 10-K for the year ended December 31, 2011 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The Statement of Revenues and Direct Operating Expenses of the Mississippian Formation Underlying Properties of SandRidge Energy, Inc. for the year ended December 31, 2011 included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The Statement of Assets and Trust Corpus of SandRidge Mississippian Trust II as of December 31, 2011, included in this prospectus, has been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

        The trust and SandRidge have filed with the SEC a registration statement on Form S-1 and Form S-3 regarding the common units. This prospectus does not contain all of the information found in the registration statement. For further information regarding the trust, SandRidge and the common units offered by this prospectus, you may wish to review the full registration statement, including its exhibits and schedules, filed under the Securities Act. The registration statement of which this prospectus forms a part, including its exhibits and schedules, may be inspected and copied at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of the materials may also be obtained from the SEC at prescribed rates by writing to the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website on the Internet at http://www.sec.gov. The trust's and SandRidge's registration statement, of which this prospectus constitutes a part, can be downloaded from the SEC's web site.

        SandRidge files annual, quarterly and current reports, proxy statements and other information with the SEC) (File No. 001-33784) pursuant to the Exchange Act. SandRidge's SEC filings are available to the public through the SEC's website.

        This prospectus includes through incorporation by reference certain of the reports and other information that SandRidge has filed with the SEC. This means that SandRidge is disclosing important information to you by referring to those documents. The information that SandRidge later files with the SEC is incorporated by reference herein and will automatically update and supersede this information. SandRidge hereby incorporates by reference into this prospectus the documents listed below that SandRidge has filed with the SEC:

    SandRidge's Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012;

    SandRidge's Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2011; and

    SandRidge's Current Reports on Form 8-K filed with the SEC on February 3, 2012 and February 27, 2012.

        SandRidge also hereby incorporates by reference into this prospectus any filings that it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished under Item 2.02 or Item 7.01 on any Current Report on Form 8-K) after the filing of the registration statement to which this prospectus relates and prior to the effectiveness of such registration statement, and all such future filings that it makes with the SEC prior to the later of (a) the closing date of the offering and (b) the completion of the offering of the common units.

        SandRidge's recent annual, quarterly and current reports, and any amendments thereto, that it files with the SEC are made available, free of charge, over the Internet through SandRidge's website at http: www.sandridgeenergy.com as soon as reasonably practicable after SandRidge electronically files them with or furnishes them to the SEC. You may also request copies of any of SandRidge's filings with the SEC, which it will provide at no cost to you, by contacting SandRidge's Investor Relations department at 405-429-5515 or investors@sdrge.com. Please note that SandRidge's website and the information contained in and linked to it are not incorporated in this prospectus.

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GLOSSARY OF CERTAIN OIL AND NATURAL GAS TERMS AND TERMS RELATED TO THE TRUST

        In this prospectus the following terms have the meanings specified below.

        Bbl.    One stock tank barrel, or 42 U.S. gallons liquid volume, used herein in reference to oil or other liquid hydrocarbons.

        BBtu.    Billion British Thermal Units.

        BBtu/d.    Billion British Thermal Units per day.

        Bcfe.    Billion cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of oil, condensate or natural gas liquids.

        Boe.    Barrels of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil.

        Boe/d.    Barrels of oil equivalent per day.

        Btu or British Thermal Unit.    The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.

        Completion.    The process of treating a drilled well followed by the installation of permanent equipment for the production of oil or natural gas, or in the case of a dry well, the reporting to the appropriate authority that the well has been abandoned.

        Condensate.    A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

        Developed oil and gas reserves.    Developed oil and gas reserves are reserves of any category that can be expected to be recovered (a) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well and (b) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

        Development costs.    Costs incurred to obtain access to proved and probable reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to (a) gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building and relocating public roads, gas lines and power lines, to the extent necessary in developing the proved and probable reserves, (b) drill and equip Development Wells, development-type stratigraphic test wells and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly, (c) acquire, construct and install production facilities such as leases, flow lines, separators, treaters, heaters, manifolds, measuring devices and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems, and (d) provide improved recovery systems.

        Development well.    A well drilled within the area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

        Dry well.    An exploratory, development or extension well that proves to be incapable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well.

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        Economically producible.    A resource that generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation.

        Field.    An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms "structural feature" and "stratigraphic condition" are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas of interest, etc.

        Gross acres or gross wells.    The total acres or wells, as the case may be, in which a working interest is owned.

        MBbls.    Thousand barrels of oil or other liquid hydrocarbons.

        MBbls/d.    Thousand barrels of oil or other liquid hydrocarbons per day.

        MBoe.    Thousand barrels of oil equivalent.

        Mcf.    Thousand cubic feet of natural gas.

        MMBbls.    Million barrels of oil or other liquid hydrocarbons.

        MMBoe.    Million barrels of oil equivalent.

        MMBtu.    Million British Thermal Units.

        MMcf.    Million cubic feet of natural gas.

        MMcf/d.    MMcf per day.

        Net acres or net wells.    The sum of the fractional working interest owned in gross acres or gross wells, as the case may be.

        Net revenue interest.    A share of production after all burdens, such as royalty and overriding royalty interests, have been deducted from the working interest.

        Plugging and abandonment.    Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface. Oklahoma and Kansas regulations require plugging of abandoned wells.

        Pool.    An underground accumulation of oil or gas in a single and separate natural reservoir characterized by a single pressure system so that production from one part of the pool affects the reservoir pressure throughout its extent.

        Present value of future net revenues ("PV-10").    The present value of estimated future revenues to be generated from the production of proved or probable reserves, as applicable, before income taxes, calculated in accordance with SEC guidelines, net of estimated production and future development costs, using prices and costs as of the date of estimation without future escalation and without giving effect to hedging activities, non-property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization. PV-10 is calculated using an annual discount rate of 10%.

        Probable oil and gas reserves.    Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, are less certain to be recovered than proved reserves but which, together with proved reserves, are at least as likely as not to be recovered from a given date forward, and under existing economic conditions, operating methods, and government regulations prior to the time which contracts

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providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probalistic methods are used for the estimation.

    Production costs.

        (1)   Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:

            (A)  Costs of labor to operate the wells and related equipment and facilities.

            (B)  Repairs and maintenance.

            (C)  Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.

            (D)  Property taxes and insurance applicable to properties and wells and related equipment and facilities.

            (E)  Severance taxes.

        (2)   Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.

        Productive well.    A well that is found to be capable of producing oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well.

        Proved developed reserves.    Reserves that are both proved and developed.

        Proved oil and gas reserves.    Those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

        The area of a reservoir considered proved includes (a) the area identified by drilling and limited by fluid contacts, if any, and (b) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data. In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons as seen in a well penetration unless geoscience, engineering or performance data and reliable technology establish a lower contact with reasonable certainty.

        Where direct observation from well penetrations has defined a highest known oil elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering or performance data and reliable technology establish the higher contact with reasonable certainty.

        Reserves that can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when (a) successful

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testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir, or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based and (b) the project has been approved for development by all necessary parties and entities, including governmental entities.

        Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

        Proved undeveloped reserves.    Reserves that are both proved and undeveloped.

        Pulling units.    Pulling units are used in connection with completions and workover operations.

        PV-10.    See "Present value of future net revenues."

        Reasonable certainty.    A high degree of confidence.

        Rental tools.    A variety of rental tools and equipment, ranging from trash trailers to blow out preventors to sand separators, for use in the oil field.

        Reserves.    Estimated remaining quantities of oil and gas and related substances anticipated to be economically producible as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

        Included Note: Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e. absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e. potentially recoverable resources from undiscovered accumulations).

        Reservoir.    A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

        Roustabout services.    The provision of manpower to assist in conducting oil field operations.

        Standardized measure or Standardized measure of discounted future net cash flows.    The present value of estimated future cash inflows from proved oil and natural gas reserves, less future development and production costs and future income tax expenses, discounted at 10% per annum to reflect timing of future cash flows and using the same pricing assumptions as were used to calculate PV-10. Standardized Measure differs from PV-10 because Standardized Measure includes the effect of future income taxes on future net revenues.

        Trucking.    The provision of trucks to move drilling rigs from one well location to another and to deliver water and equipment to the field.

        Undeveloped acreage.    Lease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or gas regardless of whether such acreage contains proved reserves.

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        Undeveloped oil and gas reserves.    Reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

        (a)   Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

        (b)   Undrilled locations are classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

        (c)   Under no circumstances shall estimates for undeveloped reserves attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology establishing reasonable certainty.

        Working interest.    The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and receive a share of production and requires the owner to pay a share of the costs of drilling and production operations.

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INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS

MISSISSIPPIAN FORMATION UNDERLYING PROPERTIES

   

Report of Independent Registered Public Accounting Firm

  F-2

Statement of Revenues and Direct Operating Expenses for the Year Ended December 31, 2011

  F-3

Notes to Statement of Revenues and Direct Operating Expenses

  F-4

SANDRIDGE MISSISSIPPIAN TRUST II

   

Report of Independent Registered Public Accounting Firm

  F-8

Statement of Assets and Trust Corpus as of December 31, 2011

  F-9

Notes to Statement of Assets and Trust Corpus

  F-10

UNAUDITED PRO FORMA FINANCIAL INFORMATION

   

Unaudited Pro Forma Statement of Assets and Trust Corpus as of December 31, 2011

  F-15

Unaudited Pro Forma Statement of Distributable Income for the Trust for the Year Ended December 31, 2011

  F-16

Notes to Unaudited Pro Forma Financial Information

  F-17

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Report of Independent Registered Public Accounting Firm

To Board of Directors and Stockholders of SandRidge Energy, Inc.:

        We have audited the accompanying statement of revenues and direct operating expenses of the Mississippian Formation Underlying Properties of SandRidge Energy, Inc. (the "Underlying Properties"), described in Note 1, for the year ended December 31, 2011. This financial statement is the responsibility of SandRidge Energy, Inc.'s management. Our responsibility is to express an opinion on this financial statement based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and direct operating expenses of the Underlying Properties are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and direct operating expenses of the Underlying Properties. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and direct operating expenses of the Underlying Properties for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

        The accompanying statement reflects the revenues and direct operating expenses of the Underlying Properties as described in Note 1 to the financial statement and is not intended to be a complete presentation of the financial position, results of operations or cash flows of the Underlying Properties.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma
March 14, 2012

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MISSISSIPPIAN FORMATION UNDERLYING PROPERTIES

STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES

YEAR ENDED DECEMBER 31, 2011

(In Thousands)

Oil and natural gas revenues

  $ 50,652  

Direct operating expenses

       

Lease operating expense

    9,399  

Production taxes and other post-production expenses

    2,355  
       

Total direct operating expenses

    11,754  
       

Revenues in excess of operating expenses

  $ 38,898  
       

   

The accompanying notes are an integral part of this financial statement.

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MISSISSIPPIAN FORMATION UNDERLYING PROPERTIES

NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES

1. Basis of Presentation

        The accompanying statement presents the revenues and direct operating expenses for the year ended December 31, 2011 of working interests in certain oil and natural gas properties located in northern Oklahoma and southern Kansas ("Underlying Properties") owned by SandRidge Energy, Inc. ("SandRidge") from which royalty interests to be conveyed to SandRidge Mississippian Trust II (the "Trust") will be derived. As of December 31, 2011 the Underlying Properties consisted of (i) 54 producing wells, the first of which began production in February 2011, (ii) 13 wells awaiting completion operations, and (iii) horizontal development wells to be drilled to the Mississippian formation within the Area of Mutual Interest ("AMI"), which consists of approximately 81,200 gross acres (53,000 net acres) in Alfalfa, Grant, Kay, Noble and Woods counties in Oklahoma and Barber, Comanche, Harper and Sumner counties in Kansas, in which SandRidge owned an average of approximately 65% of the working interest.

        The accompanying statement of revenues and direct operating expenses is presented on the accrual basis of accounting and was derived from the historical accounting records of SandRidge. Revenues and direct operating expenses relate to the historical net revenue interest and net working interest, respectively, in the Underlying Properties. Oil and natural gas revenues are recognized when production is sold to a purchaser at a fixed or determinable price when delivery has occurred and title has transferred, and if collectability of the revenue is reasonably assured. Revenues are reported net of existing overriding and other royalties due to third parties. Direct operating expenses include lease and well repairs, maintenance, utilities, payroll, production taxes, gathering and transportation and other direct operating expenses. The amounts presented represent 100% of SandRidge's interests in the Underlying Properties.

        During the period presented, the Underlying Properties were not accounted for as a separate division by SandRidge and therefore certain costs such as depreciation, depletion and amortization, accretion of asset retirement obligation, general and administrative expenses, interest, and corporate income taxes were not allocated to the individual properties. Historical statements reflecting financial position, results of operations and cash flows from operating, investing and financing activities prepared in accordance with generally accepted accounting principles are not presented because the information necessary to prepare such statements is neither readily available on an individual property basis nor practicable to obtain in these circumstances. Accordingly, the statement of revenues and direct operating expenses of the Underlying Properties is presented in lieu of the financial statements required under Rule 3-01 and 3-02 of the Securities and Exchange Commission Regulation S-X.

2. Subsequent Events

        Events occurring after December 31, 2011 were evaluated through March 14, 2012 to ensure that any subsequent events that met the criteria for recognition and/or disclosure in this report have been included.

3. Supplemental Oil and Natural Gas Reserve and Standardized Measure Information (Unaudited)

        The following oil and natural gas reserve information was prepared by SandRidge based upon information prepared by SandRidge and its independent petroleum engineers and is presented in accordance with ASC Topic 932, Extractive Activities—Oil and Gas.

Oil and Gas Reserve Quantities

        Proved oil and natural gas reserves are those quantities of oil and natural gas that, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible, based on prices used to estimate reserves, from a given date forward from known reservoirs,

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MISSISSIPPIAN FORMATION UNDERLYING PROPERTIES

NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (Continued)

3. Supplemental Oil and Natural Gas Reserve and Standardized Measure Information (Unaudited) (Continued)

and under existing economic conditions, operating methods, and government regulation before the time of which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. Proved developed reserves are proved reserves expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared with the cost of a new well. Proved undeveloped reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively large major expenditure is required for recompletion.

        The following table presents the estimated remaining net proved, proved developed and proved undeveloped oil and natural gas reserves of the Underlying Properties, all of which are located in the continental United States, estimated by SandRidge and its independent petroleum engineers, and the related summary of changes in estimated quantities of net remaining proved reserves during the year ended December 31, 2011. These reserves represent the total proved reserves for the remaining economic life of the Underlying Properties and do not represent the reserves that will be owned by the Trust. A table setting forth the reserves that will be owned by the Trust can be found beginning on page F-21.

 
  Oil
(Bbls)
  Gas
(Mcf)
 

Proved Reserves

             

As of December 31, 2010

    71,888     402,574  

Revisions of previous estimates(a)

    423,408     2,383,674  

Extensions and discoveries(b)

    18,915,148     137,108,210  

Production

    (452,154 )   (2,591,777 )
           

As of December 31, 2011

    18,958,290     137,302,681  
           

Proved developed reserves

             

As of December 31, 2010

    43,024     240,934  
           

As of December 31, 2011

    6,824,861     47,763,117  
           

Proved undeveloped reserves

             

As of December 31, 2010

    28,864     161,640  
           

As of December 31, 2011

    12,133,429     89,539,564  
           

(a)
The revisions to previous estimates during the year ended December 31, 2011 are primarily due to the oil and gas production from the drilled wells included in 2011 "extensions and discoveries". These are wells that were drilled and subsequently added to the proved producing category during the year.

(b)
Extensions and discoveries for the year ended December 31, 2011 are a result of the discovery and production from wells drilled horizontally in the Mississippian formation in northern Oklahoma and southern Kansas on acreage owned by SandRidge. During the year ended December 31, 2011, SandRidge drilled 167 wells on its acreage in the Mississippian formation, including wells from which a portion of the royalty interests conveyed to the Trust will be derived. These wells demonstrated consistent levels of production and provided

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MISSISSIPPIAN FORMATION UNDERLYING PROPERTIES

NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (Continued)

3. Supplemental Oil and Natural Gas Reserve and Standardized Measure Information (Unaudited) (Continued)

    reasonable certainty that wells to be drilled within the acreage qualified for Proved Undeveloped classification.

    Standardized Measure of Discounted Future Net Cash Flows

            Certain information concerning the assumptions used in computing the valuation of proved reserves and their inherent limitations are discussed below. SandRidge believes such information is essential for a proper understanding and assessment of the data presented. These assumptions are summarized as follows:

    Pricing is applied based upon 12-month average market prices, using the first-day-of-the-month price for each month, at December 31, 2011 adjusted for fixed or determinable contracts that were in existence at period end. The calculated weighted average per unit prices for the Underlying Properties' proved reserves and future net revenues were $91.21 per barrel of oil and $4.12 per Mcf of natural gas.

    Future development and production costs are determined based upon actual cost at period end.

    The standardized measure of discounted future net cash flows includes projections of future abandonment costs at period end.

    Future income taxes are not computed because the Underlying Properties are not tax paying entities and because taxable income for the Trust will be passed through to the Trust unitholders.

    An annual discount factor of 10% is applied to the future net cash flows.

        Extensive judgments are involved in estimating the timing of production and the costs that will be incurred throughout the remaining lives of the properties. Accordingly, the estimates of future net cash flows from proved reserves and the present value may be materially different from subsequent actual results. The standardized measure of discounted net cash flows does not purport to present, nor should it be interpreted to present, the fair value of the Underlying Properties' oil and natural gas reserves. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, and anticipated future changes in prices and costs. The following table presents future net cash flows relating to the Underlying Properties as of December 31, 2011 based on the standardized measure in ASC Topic 932 (in thousands).

Future cash inflows from production

  $ 2,294,595  

Future production costs

    (402,985 )

Future development costs(a)

    (245,742 )
       

Undiscounted future net cash flows

    1,645,868  

10% annual discount

    (983,747 )
       

Standardized measure of discounted future net cash flows

  $ 662,121  
       

(a)
Includes future abandonment costs.

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MISSISSIPPIAN FORMATION UNDERLYING PROPERTIES

NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (Continued)

3. Supplemental Oil and Natural Gas Reserve and Standardized Measure Information (Unaudited) (Continued)

        Changes in the standardized measure of future net cash flows related to proved oil and gas reserves are as follows for the year ended December 31, 2011.

Present value as of December 31, 2010

  $ 1,775  

Changes during the period

       

Revenues less production and other costs

    (38,898 )

Net changes in prices, production and other costs

    (4,241 )

Development costs incurred

    1,306  

Net changes in future development costs

    (722 )

Extensions and discoveries

    659,753  

Revisions of previous quantity estimates

    16,305  

Accretion of discount

    169  

Timing differences and other(a)

    26,674  
       

Net change for the period

    660,346  
       

Present value as of December 31, 2011

  $ 662,121  
       

(a)
The change in timing differences and other are related to revisions in estimated time of production and development.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of SandRidge Energy, Inc.:

        We have audited the accompanying statement of assets and trust corpus of SandRidge Mississippian Trust II as of December 31, 2011. This financial statement is the responsibility of the Trust's management. Our responsibility is to express an opinion on this financial statement based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of assets and trust corpus is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of assets and trust corpus. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        As described in Note 2, this financial statement was prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

        In our opinion, the financial statement referred to above presents fairly, in all material respects, the assets and trust corpus of SandRidge Mississippian Trust II at December 31, 2011, on the basis of accounting described in Note 2.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma
March 14, 2012

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SANDRIDGE MISSISSIPPIAN TRUST II

STATEMENT OF ASSETS AND TRUST CORPUS

AS OF DECEMBER 31, 2011

(In Thousands)

Assets

       

Cash

  $ 1  
       

Total assets

  $ 1  
       

Trust Corpus

       

Trust corpus

  $ 1  
       

Total

  $ 1  
       

   

The accompanying notes are an integral part of this statement.

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO STATEMENT OF ASSETS AND TRUST CORPUS

1. Organization of the Trust

        SandRidge Mississippian Trust II (the "Trust") is a statutory trust formed on December 13, 2011 under the Delaware Statutory Trust Act pursuant to a Trust Agreement (the "Trust Agreement") among and by SandRidge Energy, Inc. ("SandRidge"), as trustor, The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), and The Corporation Trust Company, as Delaware Trustee (the "Delaware Trustee") and initially funded by SandRidge on December 29, 2011.

        The Trust was created to acquire and hold royalty interests for the benefit of Trust unitholders pursuant to an agreement between SandRidge, the Trustee and the Delaware Trustee. These royalty interests are interests in properties consisting of SandRidge's interests in specified oil and gas properties located in the Mississippian formation in Alfalfa, Grant, Kay, Noble and Woods counties in northern Oklahoma and Barber, Comanche, Harper and Barber counties in southern Kansas (the "Underlying Properties"). These properties consist of 54 producing wells at December 31, 2011, the first of which began production in February 2011, 13 additional wells awaiting completion operations (together, the "Initial Wells") and 206 horizontal oil and natural gas development wells to be drilled to the Mississippian formation ("Development Wells") in an area of mutual interest ("AMI").

        The royalty interests are passive in nature and neither the Trust nor the Trustee has any control over, or responsibility for, costs relating to the operation of the Underlying Properties. After conveyance of the royalty interests, SandRidge will retain interests in each of the Initial Wells and Development Wells. The Trust Agreement provides that the Trust's business activities will generally be limited to owning the royalty interests and entering into the derivative arrangements described below and activities reasonably related thereto, including activities required or permitted by the terms of the conveyances related to the royalty interests and the derivative arrangements.

        The Trust will enter into a development agreement with SandRidge that will obligate SandRidge to drill, or cause to be drilled, the equivalent of 206 horizontal oil and natural gas development wells (as defined in the agreement) by December 31, 2016. Except in limited circumstances, SandRidge will agree not to drill and complete, or allow another person within its control to drill and complete, any other well in the AMI other than the Development Wells until SandRidge has fulfilled its drilling obligation. A wholly owned subsidiary of SandRidge will grant to the Trust a lien covering its interest in the AMI (except the Initial Wells or any other wells already producing and not subject to the royalty interests) in order to secure the estimated amount of the drilling costs for the Trust's interests in the Development Wells. These liens will be released over time as SandRidge fulfills its drilling obligation under the development agreement. Under the terms of the development agreement, SandRidge will be credited for having drilled one full Development Well if the well is drilled with a perforated well bore between 3,500 feet and 4,500 feet in a specified target formation and SandRidge's net revenue interest in the well is equal to 47.4%. The actual number of wells required to be drilled may increase or decrease in proportion to SandRidge's net revenue interest in and the perforated length of each Development Well.

        The Trust will enter into an administrative services agreement with SandRidge pursuant to which SandRidge will provide the Trust with certain accounting, tax preparation, bookkeeping and informational services related to the royalty interests, the Trust's derivative contracts and the registration rights agreement. In return for these services, the Trust will pay SandRidge an annual fee of $0.3 million in addition to reimbursement for SandRidge's out-of-pocket fees, costs and expenses incurred in connection with the provision of any of the services under the agreement. The administrative services agreement will terminate on the earliest of: (i) December 31, 2031, (ii) termination of the royalty interests or disposal of the royalty interests held by the Trust, (iii) if properties are transferred by SandRidge to a third party, upon

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO STATEMENT OF ASSETS AND TRUST CORPUS (Continued)

1. Organization of the Trust (Continued)

90-days written notice by either SandRidge or the Trustee, provided SandRidge has met its drilling obligation and the transferee of such properties agrees to assume responsibility to provide the services in place of SandRidge and (iv) a date mutually agreed by SandRidge and the Trustee.

        SandRidge will also enter into a derivatives agreement with the Trust to provide the Trust with the effect of derivative contracts entered into between SandRidge and third parties. Under the derivatives agreement, SandRidge will pay the Trust amounts it receives from its counterparties, and the Trust will pay SandRidge any amounts that SandRidge is required to pay such counterparties. In addition to the derivatives agreement with SandRidge, the Trust will enter into oil and natural gas derivative contracts directly with unaffiliated counterparties concurrent with the conveyance of the royalty interests. As a party to these contracts, the Trust will receive payment directly from its counterparties, and be required to pay any amounts owed directly to its counterparties. Under the derivatives agreement, as development wells are drilled, SandRidge will have the right to novate to the Trust any of the SandRidge-provided derivative contracts, or to replace them with derivative contracts executed by the Trust directly with counterparties, as long as the effects of the replacement contracts are economically equivalent to the effects of the SandRidge-provided derivative contracts, the counterparties to the replacement contracts have a corporate credit rating equal to or better than A-/A3 as rated by Standard & Poor's or Moody's and the counterparties to the existing derivative contracts approve.

        The Trust's counterparty under the derivatives agreement is SandRidge, whose counterparties will be institutions with corporate credit ratings equal to or better than A-/A3. The counterparties to the Trust's direct derivative contracts will also be institutions with corporate credit ratings of at least A-/A3. SandRidge will not be required to pay the Trust to the extent of payment defaults by SandRidge's derivative contract counterparties. SandRidge will also have authority, in its role as hedge manager to the Trust, to terminate, restructure or otherwise modify a portion of such contracts in the event SandRidge reasonably determines that the volumes covered by such portion of the contracts exceed, or are expected to exceed, estimated production attributable to the Trust's royalty interests over the periods covered by the contracts. Except in limited circumstances involving the restructuring of an existing derivative contract, the Trust will not have the ability to enter into additional derivative contracts on its own.

        The Trust will dissolve and begin to liquidate on December 31, 2031 (the "Termination Date") and will soon thereafter wind up its affairs and terminate. Fifty percent of the royalty interests will automatically revert to SandRidge at the Termination Date, while the remaining royalty interests will be sold and the proceeds will be distributed to the Trust unitholders at the Termination Date or soon thereafter. SandRidge will have a right of first refusal to purchase the remaining fifty percent of the royalty interests at the Termination Date.

2. Basis of Presentation and Summary of Significant Accounting Policies

        Basis of Accounting.    The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") as the Trust will record revenues when cash is received rather than when earned and expenses when paid rather than when incurred and may also establish certain cash reserves for contingencies, which would not be accrued in financial statements prepared in accordance with GAAP. This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the Securities and Exchange Commission ("SEC") as specified by Staff Accounting Bulletin Topic 12:E, Financial

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO STATEMENT OF ASSETS AND TRUST CORPUS (Continued)

2. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

Statements of Royalty Trusts. Amortization of investment in royalty interests, calculated on a unit-of-production basis, and any impairments will be charged directly to trust corpus.

        Significant Accounting Policies.    Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with GAAP, directing such entities to accrue or defer revenues and expenses in a period other than when such revenues were received or expenses were paid. Because the Trust's financial statements are prepared on the modified cash basis as described above, most accounting pronouncements are not applicable to the Trust's financial statements.

        Use of Estimates.    The preparation of financial statements requires the Trust to make estimates and assumptions that affect the reported amounts of assets and trust corpus. Significant estimates that will impact the Trust's financial statements include estimates of proved oil and natural gas reserves, which will be used to compute the Trust's amortization of investment in royalty interests and, as necessary, to evaluate potential impairment of its investment in royalty interests. Actual results could differ from those estimates.

        Cash and Cash Equivalents.    Cash and cash equivalents consist of all highly-liquid instruments with original maturities of three months or less.

        Investment in Royalty Interests.    The conveyance of royalty interests to the Trust will be accounted for as a transfer of properties between entities under common control and recorded at SandRidge's historical cost, which is determined by adding (1) an allocated portion the historical net book value of SandRidge's proved properties based on the fair value of the royalty interests attributable to the proved Underlying Properties relative to the fair value of SandRidge's proved properties, and (2) SandRidge's historical cost of acreage attributable to the unproved Underlying Properties. The carrying value of the Trust's investment in royalty interests will not necessarily be indicative of the fair value of such royalty interests.

        Significant dispositions or abandonments of the Underlying Properties will be charged to investment in royalty interests and the trust corpus. Amortization of investment in royalty interests will be calculated on a units-of-production basis, whereby the Trust's cost basis is divided by the proved reserves attributable to the royalty interests to derive an amortization rate per reserve unit. Amortization will be recorded when units are produced. Such amortization will not reduce distributable income, rather it will be charged directly to trust corpus. Revisions to estimated future units-of-production will be treated on a prospective basis beginning on the date significant revisions are known.

        Investment in royalty interests will be assessed to determine whether net capitalized cost is impaired whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an assessment is necessary, an impairment would be indicated when the net capitalized costs of investment in royalty interests exceeds undiscounted future net revenues attributable to the Trust's interest in the proved oil and natural gas reserves of the Underlying Properties. The Trust will provide a write-down to the extent that the net capitalized costs exceed the fair value of the proved oil and natural gas reserves attributable to the royalty interests. Any such write-down would be charged directly to trust corpus and would not reduce distributable income. The Trust's sponsor follows the full cost method of accounting, under which it performs quarterly ceiling tests to assess whether its full cost pool has been impaired. An impairment charge by the sponsor as a result of such an assessment may be an indicator that the Trust's carrying value of the investment in royalty interests may not be recoverable.

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO STATEMENT OF ASSETS AND TRUST CORPUS (Continued)

2. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

        Derivative Financial Instruments.    The Trust uses the cash method to account for derivative instruments, under which it will record benefits or obligations from derivative contracts when such benefits are received or obligations are paid.

        Revenue and Expenses.    Revenues received by the Trust will be reflected net of existing royalties and overriding royalties associated with SandRidge's interests and will be reduced by gathering and post-production expenses and production taxes in order to determine distributable income. The Trust's distributable income will be adjusted for amounts received or paid under the derivatives agreement and will be reduced by cash reserves withheld by the Trustee and other allowable costs such as general and administrative expenses, when paid. The royalty interests will not be burdened by field and lease operating expenses.

3. Income Taxes

        The Trust is a Delaware statutory trust, which is treated as a partnership for federal and applicable state income tax purposes. Consequently, the Trust will not incur any income tax liability.

4. Distributions to Unitholders

        The Trust will make quarterly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust's administrative expenses and cash reserves withheld by the Trustee, on or about 60 days after the completion of each quarter through (and including) the quarter ending December 31, 2031, the Termination Date. The first quarterly distribution, which will cover production for the months of January and February 2012, is expected to be made on or about May 30, 2012 to record unitholders as of May 15, 2012. Subsequent distributions will cover a three-month period. Distributions to unitholders will be recorded when declared.

        Upon termination of the Trust, 50% of the royalty interests will be sold, and the net proceeds therefrom will be distributed pro rata to the unitholders soon after the Termination Date. Because payments to the Trust will be generated by depleting assets and the Trust has a finite life with the production from the Underlying Properties diminishing over time, a portion of each distribution will represent a return of original investment to the unitholders.

5. Loan Commitment

        Pursuant to the Trust Agreement, if at any time the Trust's cash on hand (including available cash reserves) is not sufficient to pay the Trust's ordinary course administrative expenses as they become due, SandRidge will loan funds to the Trust necessary to pay such expenses. Any funds loaned by SandRidge pursuant to this commitment will be limited to the payment of current accounts payable or other obligations to trade creditors in connection with obtaining goods or services or the payment of other accrued current liabilities arising in the ordinary course of the Trust's business, and may not be used to satisfy Trust indebtedness. If SandRidge loans funds pursuant to this commitment, unless SandRidge agrees otherwise, no further distributions will be made to unitholders (except in respect of any previously determined quarterly cash distribution amount) until such loan is repaid. Any such loan will be on an unsecured basis, and the terms of such loan will be substantially the same as those which would be obtained in an arms' length transaction between SandRidge and an unaffiliated third party.

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SANDRIDGE MISSISSIPPIAN TRUST II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following unaudited pro forma statement of assets and trust corpus and unaudited pro forma statement of distributable income for SandRidge Mississippian Trust II (the "Trust") have been prepared to illustrate the conveyance of royalty interests in certain Underlying Properties to the Trust by SandRidge Energy, Inc. ("SandRidge"). The unaudited pro forma statement of assets and trust corpus presents the beginning statement of assets and trust corpus of the Trust as of December 31, 2011, giving effect to the royalty interests conveyance as if it occurred on that date. The unaudited pro forma statement of distributable income presents the statement of historical revenue and direct operating expenses of the Underlying Properties for the year ended December 31, 2011, giving effect to the royalty interests conveyance as if it occurred on January 1, 2011, reflecting only pro forma adjustments expected to have a continuing impact on the combined results.

        These unaudited pro forma financial statements are for informational purposes only. They do not purport to present the results that would have actually occurred had the royalty interests conveyance been completed on the assumed dates or for the periods presented, or which may be realized in the future.

        To produce the pro forma financial information, management made certain estimates. The accompanying pro forma statement of assets and trust corpus assumes a December 31, 2011 conveyance of the royalty interests by SandRidge. Because the Underlying Properties began producing in February 2011, the accompanying unaudited pro forma statement of distributable income for the year ended December 31, 2011 has been prepared assuming the conveyance of royalty interests on January 1, 2011.

        These estimates are based on the most recently available information. To the extent there are significant changes in these amounts, the assumptions and estimates herein could change significantly. The unaudited pro forma statement of distributable income should be read in conjunction with "The Underlying Properties—Discussion and Analysis of Historical Results from the Producing Wells" included in this prospectus and the historical financial statements of the Trust and the Underlying Properties, including the related notes, included in this prospectus, and of SandRidge, incorporated by reference from its Annual Report on Form 10-K for the year ended December 31, 2011.

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SANDRIDGE MISSISSIPPIAN TRUST II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND TRUST CORPUS

AS OF DECEMBER 31, 2011

(In Thousands)

 
  Historical   Adjustments   Pro Forma  

Assets

                   

Cash

  $ 1   $   $ 1  

Investment in Royalty Interest(a)

        424,008     424,008  
               

Total Assets

  $ 1   $ 424,008   $ 424,009  
               

Trust Corpus(a)

 
$

1
 
$

424,008
 
$

424,009
 
               

   

The accompanying notes are an integral part of this unaudited pro forma financial information.

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SANDRIDGE MISSISSIPPIAN TRUST II

UNAUDITED PRO FORMA STATEMENT OF DISTRIBUTABLE INCOME

YEAR ENDED DECEMBER 31, 2011

(In Thousands, Except Per Unit Data)

Historical results

       

Oil and natural gas revenue

  $ 50,652  

Direct operating expenses

       

Lease operating expenses

    9,399  

Production taxes and other post-production expenses

    2,355  
       

Revenues in excess of operating expenses before pro forma adjustments

    38,898  
       

Pro Forma Adjustments

       

Direct operating expenses

       

Elimination of historical lease operating expense(b)

    9,399  
       

Total pro forma adjustments

    9,399  
       

Pro forma gross net proceeds

    48,297  
       

Royalty interest percentage

    80 %
       

Net proceeds to Trust

    38,638  
       

Less:

       

Trust general and administrative expenses(c)(d)

    1,300  
       

Distributable income(d)(e)

  $ 37,338  
       

Distributable income per unit(d)(f)

    $0.78  
       

   

The accompanying notes are an integral part of this unaudited pro forma financial information.

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

1. Basis of Presentation

        SandRidge Mississippian Trust II (the "Trust") is a Delaware statutory trust formed in December 2011 by SandRidge Energy, Inc. to own royalty interests in 54 producing horizontal oil and gas wells producing from the Mississippian formation in northern Oklahoma and southern Kansas, together with 13 additional wells awaiting completion operations (the "Initial Wells") and royalty interests in 206 horizontal oil and natural gas development wells to be drilled (the "Development Wells") within an Area of Mutual Interest ("AMI"). The AMI consists of approximately 81,200 gross acres (53,000 net acres) in the Mississippian formation in Alfalfa, Grant, Kay, Noble and Woods counties in Oklahoma and Barber, Comanche, Harper and Sumner Counties in Kansas. SandRidge is obligated to drill, or cause to be drilled, the 206 development wells from its drilling locations in the AMI. Until SandRidge has satisfied its drilling obligation, it will not be permitted to drill and complete any well on lease acreage included within the AMI for its own account. Also, a wholly owned subsidiary of SandRidge will grant to the Trust a lien on SandRidge's interest in the AMI (except currently producing wells) in order to secure its drilling obligation to the Trust. The royalty interests will be conveyed from SandRidge's interest in the Initial Wells and the Development Wells in the AMI (the "Underlying Properties"). The Royalty Interests entitle the Trust to receive 80% of the proceeds (after deducting post-production costs and any applicable taxes) from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Initial Wells and 70% of the proceeds (after deducting post-production costs and any applicable taxes) from the sale of oil and natural gas production attributable to SandRidge's net revenue interest in the Development Wells beginning on the effective date of the conveyance.

        SandRidge will enter into a derivatives agreement with the Trust in order to provide the Trust with the effect of specified derivative contracts entered into between SandRidge and third parties. Under the derivatives agreement, SandRidge will pay the Trust amounts it receives from its counterparties, and the Trust will pay SandRidge amounts that SandRidge is required to pay such counterparties. In addition to the derivatives agreement with SandRidge, the Trust will enter into oil and natural gas derivative contracts directly with unaffiliated counterparties concurrent with the conveyance of the royalty interests. As a party to these contracts, the Trust will receive payments directly from its counterparties, and be required to pay amounts owed directly to its counterparties. Under the derivatives agreement, as Development Wells are drilled, SandRidge will have the right to novate to the Trust any of the SandRidge-provided derivative contracts, or to replace them with derivative contracts executed by the Trust directly with counterparties, as long as the effects of the replacement contracts are economically equivalent to the effects of the SandRidge-provided derivative contracts, the counterparties to the assigned or replacement contracts have a corporate credit rating equal to or better than A-/A3 as rated by Standard & Poor's or Moody's and the counterparties to the existing derivative contracts approve.

        The Trust's counterparty under the derivatives contract is SandRidge, whose counterparties will be institutions with corporate credit ratings equal to or better than A-/A3. The counterparties to the Trust's direct derivative contracts will also be institutions with corporate credit ratings of at least A-/A3. SandRidge will not be required to pay the Trust to the extent of payment defaults by SandRidge's derivative contract counterparties. SandRidge will also have authority, in its role as hedge manager to the Trust, to terminate, restructure or otherwise modify a portion of such contracts in the event SandRidge reasonably determines that the volumes covered by such portion of the contracts exceed, or are expected to exceed, estimated production attributable to the Trust's royalty interests over the periods covered by the contracts. Except in limited circumstances involving the restructuring of an existing derivative contract, the Trust will not have the ability to enter into additional derivative contracts on its own. The effects of the derivatives agreement and the derivative contracts to be entered into directly by the Trust with unaffiliated

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

1. Basis of Presentation (Continued)

counterparties have not been reflected in these pro forma financial statements as the terms of the derivative contracts have not been determined as of the date of filing of this registration statement.

        The unaudited pro forma statement of assets and trust corpus assumes a December 31, 2011 conveyance of the royalty interests by SandRidge. The unaudited pro forma statement of distributable income assumes conveyance of the royalty interests on January 1, 2011.

        In order to provide support for cash distributions on the common units, SandRidge has agreed to subordinate a portion of the Trust units it will retain following this offering, which will constitute 25% of the outstanding Trust units. The subordinated units will be entitled to receive pro rata distributions from the Trust each quarter if and to the extent there is sufficient cash to provide a cash distribution on the common units that is not less than the applicable quarterly subordination threshold. If there is not sufficient cash to fund such a distribution on all the common units, the distribution to be made with respect to the subordinated units will be reduced or eliminated for such quarter in order to make a distribution, to the extent possible, of up to the subordination threshold amount on all the common units. Each quarterly subordination threshold is equal to 80% of the target cash distribution level for the corresponding quarter. In exchange for agreeing to subordinate these Trust units, and in order to provide additional financial incentive to SandRidge to satisfy its drilling obligation and perform operations in the Underlying Properties in an efficient and cost-effective manner, SandRidge will be entitled to receive incentive distributions equal to 50% of the amount by which the cash available for distribution on all of the Trust units in any quarter exceeds 120% of the target cash distribution for such quarter.

        The subordinated units will automatically convert into common units on a one-for-one basis and SandRidge's right to receive incentive distributions will terminate, at the end of the fourth full calendar quarter following SandRidge's satisfaction of its drilling obligation to the Trust with respect to the Development Wells. SandRidge currently expects that it will complete its drilling obligation on or before December 31, 2015 and that accordingly, the subordinated units will convert into common units on or before December 31, 2016. SandRidge is obligated to complete its drilling obligation by December 31, 2016, in which event the subordinated units would convert into common units on or before December 31, 2017.

        SandRidge believes that the assumptions used provide a reasonable basis for presenting the effects directly attributable to this transaction.

        The unaudited pro forma financial information should be read in conjunction with the Statement of Assets and Trust Corpus for the Trust and the Statement of Revenues and Direct Operating Expenses for the Underlying Properties and related notes, respectively, for the periods presented.

2. Trust Accounting Policies

        The Unaudited Pro Forma Statement of Distributable Income was derived from the historical accounting records of the Underlying Properties.

        The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") as the Trust will record revenues when cash is received rather than when earned and expenses when paid rather than when incurred. The royalty interests will not be burdened by field and lease operating expense. Additionally, the Trust serves as a pass-through entity, with expenses for depletion, interest and income taxes being based upon the status and elections of the Trust unitholders. Thus, the statement purports to show distributable

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

2. Trust Accounting Policies (Continued)

income, defined as income of the Trust available for distribution to the Trust unitholders before application of those unitholders' additional expenses, if any, for depreciation, depletion and amortization, interest and income taxes. The revenues are reflected net of existing royalties and overriding royalties and have been reduced by gathering and any other post-production expenses. Actual cash receipts may vary due to timing delays of actual cash receipts from purchasers and due to wellhead and pipeline volume balancing agreements or practices.

        Investment in royalty interest will be assessed to determine whether net capitalized cost has been impaired whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an assessment is necessary, an impairment would be indicated when the net capitalized costs of investment in royalty interests exceeds undiscounted future net revenues attributable to the Trust's interest in the proved oil and natural gas reserves of the Underlying Properties. The Trust will provide a write-down to the investment in the royalty interest to the extent the net capitalized costs exceed the fair value of the proved oil and natural gas reserves attributable to the royalty interests. Any such write-down would be charged directly to trust corpus and would not reduce distributable income.

3. Income Taxes

        The Trust is a Delaware statutory trust, which is treated as a partnership for federal and applicable state income tax purposes. Consequently, the Trust will not incur any income tax liability. Accordingly, no provision for federal or state income taxes has been made.

4. Pro Forma Adjustments

        The following adjustments were made in the preparation of the unaudited pro forma financial information:

    (a)
    Reflects SandRidge's conveyance of the royalty interests to the Trust in exchange for all of the net proceeds of this offering as well as common and subordinated units representing an assumed 47.9% beneficial interest in the Trust. The investment in royalty trust is recorded at the historical cost of SandRidge which is equal to (1) an allocated portion of the historical net book value of SandRidge's proved properties based on the fair value of the royalty interests attributable to the proved Underlying Properties relative to the fair value of SandRidge's proved properties, plus (2) SandRidge's historical cost of acreage attributable to the unproved Underlying Properties.

    (b)
    Historical well production and lease production expenses are not deducted in determining net revenue attributable to royalty interests and in determining distributable income. Royalty interests, as defined in the conveyance, will bear a pro rata share of the taxes on production and property, if any, and applicable gathering and other post-production expenses relating to making the production saleable.

    (c)
    The Trust's general and administrative expenses are estimated to be $1.3 million annually. Such expenses include trustee fees, administrative service fees and costs associated with being a public entity.

    (d)
    The trustee intends to withhold $1.0 million from the first quarterly distribution to establish a cash reserve to cover Trust administration expenses. The establishment of such reserve has not been reflected in the pro forma statement of distributable income due to its non-recurring nature.

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

4. Pro Forma Adjustments (Continued)

    (e)
    Assumes that no incentive threshold was reached during the period.

    (f)
    Assumes issuance of 48,000,000 Trust units.

5. Pro Forma Supplemental Oil and Natural Gas Reserve and Standardized Measure Information

        Information with respect to the oil and natural gas producing activities of the Trust's royalty interests in the Underlying Properties is presented in the following tables. The information was derived from reserve reports which were prepared by SandRidge and its independent petroleum engineers in accordance with ASC Topic 932, Extractive Activities—Oil and Gas.

Oil and Natural Gas Reserve Quantities

        Proved oil and natural gas reserves are those quantities of oil and natural gas that, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible, based on prices used to estimate reserves, from a given date forward from known reservoirs, and under existing economic conditions, operating methods, and government regulation before the time of which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. Proved developed reserves are proved reserves expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared with the cost of a new well. Proved undeveloped reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively large major expenditure is required for recompletion.

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

5. Pro Forma Supplemental Oil and Natural Gas Reserve and Standardized Measure Information (Continued)

        The following table presents the estimated remaining net proved, proved developed and proved undeveloped oil and natural gas reserves of the Trust's royalty interests in the Underlying Properties, all of which are located in the continental United States, estimated by SandRidge and its independent petroleum engineers, and the related summary of changes in estimated quantities of net remaining proved reserves during the year ended December 31, 2011.

 
  Historical
Underlying Properties
  Adjustments(1)   Pro Forma SandRidge
Mississippian Trust II
 
 
  Oil
(Bbls)
  Gas
(Mcf)
  Oil
(Bbls)
  Gas
(Mcf)
  Oil
(Bbls)
  Gas
(Mcf)
 

Proved Reserves

                                     

As of December 31, 2010

    71,888     402,574     (20,828 )   (116,639 )   51,060     285,935  

Revisions of previous estimates(2)

    423,408     2,383,674     (82,419 )   (459,757 )   340,989     1,923,917  

Extensions and discoveries(3)

    18,915,148     137,108,210     (6,735,945 )   (53,873,233 )   12,179,203     83,234,977  

Production

    (452,154 )   (2,591,777 )   90,431     518,355     (361,723 )   (2,073,422 )
                           

As of December 31, 2011

    18,958,290     137,302,681     (6,748,761 )   (53,931,274 )   12,209,529     83,371,407  
                           

Proved developed reserves:

                                     

As of December 31, 2010

    43,024     240,934     (12,293 )   (68,841 )   30,731     172,093  
                           

As of December 31, 2011

    6,824,861     47,763,117     (2,031,670 )   (15,183,368 )   4,793,191     32,579,749  
                           

Proved undeveloped reserves:

                                     

As of December 31, 2010

    28,864     161,640     (8,535 )   (47,798 )   20,329     113,842  
                           

As of December 31, 2011

    12,133,429     89,539,564     (4,717,091 )   (38,747,906 )   7,416,338     50,791,658  
                           

(1)
Reflects portion attributable to retained interest of SandRidge in the Underlying Properties.

(2)
The revisions to previous estimates during the year ended December 31, 2011 are primarily due to the oil and gas production from the drilled wells included in 2011 "extensions and discoveries". These are wells that were drilled and subsequently added to the proved producing category during the year.

(3)
Extensions and discoveries for the year ended December 31, 2011 are a result of the discovery and production from wells drilled horizontally in the Mississippian formation in northern Oklahoma and southern Kansas on acreage owned by SandRidge. During the year ended December 31, 2011, SandRidge drilled 167 wells on its acreage in the Mississippian formation, including wells from which a portion of royalty interests conveyed to the Trust will be derived. These wells demonstrated consistent levels of production and provided reasonable certainty that wells to be drilled within the acreage qualified for Proved Undeveloped classification.

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

5. Pro Forma Supplemental Oil and Natural Gas Reserve and Standardized Measure Information (Continued)

Standardized Measure of Discounted Future Net Cash Flows

        Certain information concerning the assumptions used in computing the valuation of proved reserves and their inherent limitations are discussed below. SandRidge believes such information is essential for a proper understanding and assessment of the data presented. These assumptions are summarized as follows:

    Pricing is applied based upon 12-month average market prices, using the first-day-of-the-month price for each month, at December 31, 2011 adjusted for fixed or determinable contracts that were in existence at period end. The calculated weighted average per unit prices for the Underlying Properties' proved reserves and future net revenues were $91.21 per barrel of oil and $4.12 per Mcf of natural gas.

    Future development and production costs are determined based upon actual cost at period end.

    The standardized measure of discounted future net cash flows includes projections of future abandonment costs at period end.

    Future income taxes are not computed because the Underlying Properties are not tax-paying entities and because taxable income for the Trust will be passed through to the Trust unitholders.

    An annual discount factor of 10% is applied to the future net cash flows.

        Extensive judgments are involved in estimating the timing of production and the costs that will be incurred throughout the remaining lives of the properties. Accordingly, the estimates of future net cash flows from proved reserves and the present value may be materially different from subsequent actual results. The standardized measure of discounted net cash flows does not purport to present, nor should it be interpreted to present, the fair value of the Trust's royalty interests in the Underlying Properties' oil and natural gas reserves. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, and anticipated future changes in prices and costs. The following table presents future net cash flows relating to the Underlying Properties based on the standardized measure in ASC Topic 932 (in thousands).

 
  December 31, 2011  
 
  Historical
Underlying
Properties
  Adjustments   Pro Forma
SandRidge
Mississippian
Trust II
 

Future cash inflows from production

  $ 2,294,595   $ (837,639 )(a) $ 1,456,956  

Future production costs

    (402,985 )   326,328 (b)   (76,657 )

Future development costs(1)

    (245,742 )   245,742 (c)    
               

Undiscounted future net cash flows

    1,645,868     (265,569 )   1,380,299  

10% annual discount

    (983,747 )   292,057     (691,690 )
               

Standardized measure of discounted future net cash flows

  $ 662,121   $ 26,488   $ 688,609  
               

(1)
Includes future abandonment costs.

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SANDRIDGE MISSISSIPPIAN TRUST II

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

5. Pro Forma Supplemental Oil and Natural Gas Reserve and Standardized Measure Information (Continued)

        Changes in the standardized measure of future net cash flows related to proved oil and gas reserves are as follows for the year ended December 31, 2011.

 
  Historical
Underlying
Properties
  Adjustments   Pro Forma
SandRidge
Mississippian
Trust II
 

Present value as of December 31, 2010

  $ 1,775   $ 666   $ 2,441  

Changes during the period

                   

Revenue less production and other costs

    (38,898 )   260 (b)   (38,638 )

Net changes in prices, production and other costs

    (4,241 )   3,344 (b)   (897 )

Development costs incurred

    1,306     (1,306 )(d)    

Net changes in future development costs

    (722 )   722 (c)    

Extensions and discoveries

    659,753     27,601 (e)   687,354  

Revisions of previous quantity estimates

    16,305     2,194 (a)   18,499  

Accretion of discount

    169     47 (a)   216  

Timing differences and other

    26,674     (7,040 )(a)   19,634  
               

Net change for the period

    660,346     25,822     686,168  
               

Present value as of December 31, 2011

  $ 662,121   $ 26,488   $ 688,609  
               

Adjustments:

                   

(a)
Reflects portion attributable to retained interest of SandRidge in Underlying Properties.

(b)
Production costs to which the Trust's interest is not subject and amounts attributable to retained interest of SandRidge in the Underlying Properties.

(c)
Future development costs to which the Trust's interest is not subject.

(d)
Development costs incurred related to the Underlying Properties during the period.

(e)
Future development costs and production costs attributable to extensions and discoveries to which the Trust is not subject, partially offset by future net revenues attributable to SandRidge's retained interest in extensions and discoveries.

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ANNEX A

GRAPHIC

January 2, 2012

Mr. Rodney E. Johnson
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102

Dear Mr. Johnson:

        In accordance with your request, we have estimated the proved and probable reserves and future revenue, as of December 31, 2011, to the SandRidge Energy, Inc. (SandRidge) interest in the SandRidge Mississippian Trust II properties located in Kansas and Oklahoma. We completed our evaluation on or about the date of this letter. It is our understanding that the proved reserves estimated in this report constitute approximately 10 percent of all proved reserves owned by SandRidge. Included in the SandRidge interest is a proposed royalty interest currently owned by SandRidge that will be conveyed to the SandRidge Mississippian Trust II with an effective date of January 1, 2012. The estimates in this report have been prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas, except that per-well overhead expenses are excluded for the operated properties and future income taxes are excluded for all properties. Definitions are presented immediately following this letter. This report has been prepared for SandRidge's use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose.

        We estimate the net reserves and future net revenue to the SandRidge interest in these properties, as of December 31, 2011, to be:

 
  Net Reserves   Future Net Revenue (M$)  
Category
  Oil
(MBBL)
  Gas
(MMCF)
  Total   Present Worth
at 10%
 

Proved Developed Producing

    5,334.2     36,695.7     518,923.0     259,217.6  

Proved Developed Non-Producing

    1,490.7     11,067.4     142,809.1     68,375.3  

Proved Undeveloped

    12,133.4     89,539.6     984,135.5     334,528.2  
                   

Total Proved

    18,958.3     137,302.7     1,645,867.6     662,121.1  

Probable Undeveloped

   
7,611.2
   
55,678.8
   
615,418.9
   
176,417.5
 

        The oil reserves shown include crude oil and condensate. Oil volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.

        The estimates shown in this report are for proved and probable reserves. No study was made to determine whether possible reserves might be established for these properties. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated. Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk.

GRAPHIC

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GRAPHIC

        Gross revenue shown in this report is SandRidge's share of the gross (100 percent) revenue from the properties prior to any deductions. Future net revenue is after deductions for SandRidge's share of production taxes and ad valorem taxes, capital costs, abandonment costs, and operating expenses but before consideration of any income taxes. The future net revenue has been discounted at an annual rate of 10 percent to determine its present worth, which is shown to indicate the effect of time on the value of money. Future net revenue presented in this report, whether discounted or undiscounted, should not be construed as being the fair market value of the properties.

        Prices used in this report are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2011. For oil volumes, the average West Texas Intermediate posted price of $92.71 per barrel is adjusted for quality, transportation fees, and a regional price differential. For gas volumes, the average Henry Hub spot price of $4.118 per MMBTU is adjusted for energy content and transportation fees. The adjusted oil and gas prices of $91.21 per barrel and $4.118 per MCF are held constant throughout the lives of the properties.

        Operating costs used in this report are based on operating expense records of SandRidge. For nonoperated properties, these costs include the per-well overhead expenses allowed under joint operating agreements along with estimates of costs to be incurred at and below the district and field levels. As requested, operating costs for the operated properties include only direct lease- and field-level costs. For all properties, headquarters general and administrative overhead expenses of SandRidge are not included. Operating costs are held constant throughout the lives of the properties.

        Capital costs used in this report were provided by SandRidge and are based on authorizations for expenditure and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, and production equipment. Based on our understanding of SandRidge's future development plans, a review of the records provided to us, and our knowledge of similar properties, we regard these estimated capital costs to be reasonable. Abandonment costs used in this report are SandRidge's estimates of the costs to abandon the wells, platforms, and production facilities, net of any salvage value. Capital costs and abandonment costs are held constant to the date of expenditure.

        For the purposes of this report, we did not perform any field inspection of the properties, nor did we examine the mechanical operation or condition of the wells and facilities. We have not investigated possible environmental liability related to the properties; therefore, our estimates do not include any costs due to such possible liability.

        We have made no investigation of potential gas volume and value imbalances resulting from overdelivery or underdelivery to the SandRidge interest. Therefore, our estimates of reserves and future revenue do not include adjustments for the settlement of any such imbalances; our projections are based on SandRidge receiving its net revenue interest share of estimated future gross gas production.

        The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, our estimates are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that our projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing this report.

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GRAPHIC

        For the purposes of this report, we used technical and economic data including, but not limited to, well logs, geologic maps, well test data, production data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). We used standard engineering and geoscience methods, or a combination of methods, including performance analysis and analogy, that we considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and regulations. A substantial portion of these reserves are for undeveloped locations and producing wells that lack sufficient production history upon which performance-related estimates of reserves can be based; such reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

        The data used in our estimates were obtained from SandRidge and the nonconfidential files of Netherland, Sewell & Associates, Inc. (NSAI) and were accepted as accurate. Supporting geoscience, performance, and work data are on file in our office. The titles to the properties have not been examined by NSAI, nor has the actual degree or type of interest owned been independently confirmed. The technical persons responsible for preparing the estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.

        Sincerely,

 

 

 

 

NETHERLAND, SEWELL & ASSOCIATES, INC.
Texas Registered Engineering Firm F-2699

 

 

 

 

By:

 

/s/ C.H. (SCOTT) REES III

C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer

By:

 

/s/ DAVID T. MILLER

David T. Miller, P.E. 96134
Vice President

 

By:

 

/s/ ANDRO K. (ANDY) WOHLGENANT

Andro K. (Andy) Wohlgenant, P.G. 11000
Geologist

Date Signed: January 2, 2012

 

Date Signed: January 2, 2012

DTM:CLM

 

 

 

 

Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.


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GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

        The following definitions are set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Section 210.4-10(a). Also included is supplemental information from (1) the 2007 Petroleum Resources Management System approved by the Society of Petroleum Engineers, (2) the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas, and (3) the SEC's Compliance and Disclosure Interpretations.

        (1)    Acquisition of properties.    Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers' fees, recording fees, legal costs, and other costs incurred in acquiring properties.

        (2)    Analogous reservoir.    Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an "analogous reservoir" refers to a reservoir that shares the following characteristics with the reservoir of interest:

    (i)
    Same geological formation (but not necessarily in pressure communication with the reservoir of interest);

    (ii)
    Same environment of deposition;

    (iii)
    Similar geological structure; and

    (iv)
    Same drive mechanism.

        Instruction to paragraph (a)(2):    Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

        (3)    Bitumen.    Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.

        (4)    Condensate.    Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

        (5)    Deterministic estimate.    The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

        (6)    Developed oil and gas reserves.    Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

    (i)
    Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

    (ii)
    Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

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GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)


Supplemental definitions from the 2007 Petroleum Resources Management System:

Developed Producing Reserves—Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation.

Developed Non-Producing Reserves—Developed Non-Producing Reserves include shut-in and behind-pipe Reserves. Shut-in Reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future recompletion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.


        (7)    Development costs.    Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

    (i)
    Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.

    (ii)
    Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly.

    (iii)
    Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.

    (iv)
    Provide improved recovery systems.

        (8)    Development project.    A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

        (9)    Development well.    A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

        (10)    Economically producible.    The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.

        (11)    Estimated ultimate recovery (EUR).    Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.

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GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

        (12)    Exploration costs.    Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:

    (i)
    Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or "G&G" costs.

    (ii)
    Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records.

    (iii)
    Dry hole contributions and bottom hole contributions.

    (iv)
    Costs of drilling and equipping exploratory wells.

    (v)
    Costs of drilling exploratory-type stratigraphic test wells.

        (13)    Exploratory well.    An exploratory well is a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined in this section.

        (14)    Extension well.    An extension well is a well drilled to extend the limits of a known reservoir.

        (15)    Field.    An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms "structural feature" and "stratigraphic condition" are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

        (16)    Oil and gas producing activities.    

    (i)
    Oil and gas producing activities include:

    (A)
    The search for crude oil, including condensate and natural gas liquids, or natural gas ("oil and gas") in their natural states and original locations;

    (B)
    The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties;

    (C)
    The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as:

    (1)
    Lifting the oil and gas to the surface; and

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GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

        (2)
        Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and

      (D)
      Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction.

        Instruction 1 to paragraph (a)(16)(i):    The oil and gas production function shall be regarded as ending at a "terminal point", which is the outlet valve on the lease or field storage tank. If unusual physical or operational circumstances exist, it may be appropriate to regard the terminal point for the production function as:

    a.
    The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and

    b.
    In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas.

        Instruction 2 to paragraph (a)(16)(i):    For purposes of this paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons that are saleable in the state in which the hydrocarbons are delivered.

    (ii)
    Oil and gas producing activities do not include:

    (A)
    Transporting, refining, or marketing oil and gas;

    (B)
    Processing of produced oil, gas, or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production;

    (C)
    Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or

    (D)
    Production of geothermal steam.

        (17)    Possible reserves.    Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

      (i)
      When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

      (ii)
      Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

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GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

      (iii)
      Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

      (iv)
      The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

      (v)
      Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

      (vi)
      Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

            (18)    Probable reserves.    Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

      (i)
      When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

      (ii)
      Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

      (iii)
      Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

      (iv)
      See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.

            (19)    Probabilistic estimate.    The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

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GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

        (20)    Production costs.    

    (i)
    Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:

    (A)
    Costs of labor to operate the wells and related equipment and facilities.

    (B)
    Repairs and maintenance.

    (C)
    Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.

    (D)
    Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.

    (E)
    Severance taxes.

    (ii)
    Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.

            (21)    Proved area.    The part of a property to which proved reserves have been specifically attributed.

            (22)    Proved oil and gas reserves.    Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

    (i)
    The area of the reservoir considered as proved includes:

    (A)
    The area identified by drilling and limited by fluid contacts, if any, and

    (B)
    Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

    (ii)
    In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

    (iii)
    Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

    (iv)
    Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

    (A)
    Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

    (B)
    The project has been approved for development by all necessary parties and entities, including governmental entities.

    (v)
    Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

            (23)    Proved properties.    Properties with proved reserves.

            (24)    Reasonable certainty.    If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

            (25)    Reliable technology.    Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

            (26)    Reserves.    Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

        Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)


Excerpted from the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas:

932-235-50-30 A standardized measure of discounted future net cash flows relating to an entity's interests in both of the following shall be disclosed as of the end of the year:

a.
Proved oil and gas reserves (see paragraphs 932-235-50-3 through 50-11B)

b.
Oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the entity participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves (see paragraph 932-235-50-7).

The standardized measure of discounted future net cash flows relating to those two types of interests in reserves may be combined for reporting purposes.

932-235-50-31 All of the following information shall be disclosed in the aggregate and for each geographic area for which reserve quantities are disclosed in accordance with paragraphs 932-235-50-3 through 50-11B:

a.
Future cash inflows. These shall be computed by applying prices used in estimating the entity's proved oil and gas reserves to the year-end quantities of those reserves. Future price changes shall be considered only to the extent provided by contractual arrangements in existence at year-end.

b.
Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from estimated production costs.

c.
Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pretax net cash flows relating to the entity's proved oil and gas reserves, less the tax basis of the properties involved. The future income tax expenses shall give effect to tax deductions and tax credits and allowances relating to the entity's proved oil and gas reserves.

d.
Future net cash flows. These amounts are the result of subtracting future development and production costs and future income tax expenses from future cash inflows.

e.
Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net cash flows relating to proved oil and gas reserves.

f.
Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed discount.

            (27)    Reservoir.    A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

            (28)    Resources.    Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

            (29)    Service well.    A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.

            (30)    Stratigraphic test well.    A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as "exploratory type" if not drilled in a known area or "development type" if drilled in a known area.

            (31)    Undeveloped oil and gas reserves.    Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

    (i)
    Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

    (ii)
    Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

From the SEC's Compliance and Disclosure Interpretations (October 26, 2009):

Although several types of projects—such as constructing offshore platforms and development in urban areas, remote locations or environmentally sensitive locations—by their nature customarily take a longer time to develop and therefore often do justify longer time periods, this determination must always take into consideration all of the facts and circumstances. No particular type of project per se justifies a longer time period, and any extension beyond five years should be the exception, and not the rule.

Factors that a company should consider in determining whether or not circumstances justify recognizing reserves even though development may extend past five years include, but are not limited to, the following:

    The company's level of ongoing significant development activities in the area to be developed (for example, drilling only the minimum number of wells necessary to maintain the lease generally would not constitute significant development activities);

    The company's historical record at completing development of comparable long-term projects;

    The amount of time in which the company has maintained the leases, or booked the reserves, without significant development activities;

    The extent to which the company has followed a previously adopted development plan (for example, if a company has changed its development plan several times without taking significant steps to implement any of those plans, recognizing proved undeveloped reserves typically would not be appropriate); and

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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)


    The extent to which delays in development are caused by external factors related to the physical operating environment (for example, restrictions on development on Federal lands, but not obtaining government permits), rather than by internal factors (for example, shifting resources to develop properties with higher priority).

    (iii)
    Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.

            (32)    Unproved properties.    Properties with no proved reserves.

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January 3, 2012

Mr. Rodney E. Johnson
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102

Dear Mr. Johnson:

        In accordance with your request, we have estimated the proved and probable reserves and future revenue, as of December 31, 2011, to the SandRidge Mississippian Trust II (SRMTII) proposed royalty interest in the SRMTII properties located in Kansas and Oklahoma. We completed our evaluation on or about the date of this letter. It is our understanding that the proved reserves estimated in this report constitute all of the proved reserves to be owned by SRMTII. Such reserves are associated with a proposed royalty interest currently owned by SandRidge Energy, Inc. (SandRidge) that will be conveyed to the SRMTII with an effective date of January 1, 2012. The estimates in this report have been prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas. Definitions are presented immediately following this letter. This report has been prepared for SRMTII's use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose.

        We estimate the net reserves and future net revenue to the SRMTII proposed royalty interest in these properties, as of December 31, 2011, to be:

 
  Net Reserves   Future Net Revenue (M$)  
Category
  Oil
(MBBL)
  Gas
(MMCF)
  Total   Present Worth
at 10%
 

Proved Developed Producing

    3,741.2     25,327.3     420,489.1     221,885.4  

Proved Developed Non-Producing

    1,052.0     7,252.4     119,449.7     64,092.5  

Proved Undeveloped

    7,416.3     50,791.7     840,360.1     402,631.2  
                   

Total Proved

    12,209.5     83,371.4     1,380,298.9     688,609.1  

Probable Undeveloped

   
4,579.2
   
31,075.0
   
516,838.3
   
211,260.5
 

        The oil reserves shown include crude oil and condensate. Oil volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.

        The estimates shown in this report are for proved and probable reserves. No study was made to determine whether possible reserves might be established for these properties. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated. Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk.

GRAPHIC

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        Gross revenue shown in this report is SRMTII's share of the gross (100 percent) revenue from the properties prior to any deductions. Future net revenue is after deductions for SRMTII's share of production taxes and ad valorem taxes but before consideration of any income taxes. The future net revenue has been discounted at an annual rate of 10 percent to determine its present worth, which is shown to indicate the effect of time on the value of money. Future net revenue presented in this report, whether discounted or undiscounted, should not be construed as being the fair market value of the properties.

        Prices used in this report are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2011. For oil volumes, the average West Texas Intermediate posted price of $92.71 per barrel is adjusted for quality, transportation fees, and a regional price differential. For gas volumes, the average Henry Hub spot price of $4.118 per MMBTU is adjusted for energy content and transportation fees. The adjusted oil and gas prices of $91.21 per barrel and $4.118 per MCF are held constant throughout the lives of the properties.

        Because SRMTII would own no working interest in these properties, no operating costs or capital costs would be incurred. However, estimated operating costs and capital costs have been used to confirm commercial viability and determine economic limits for the properties. These cost estimates are based on operating expense records of SandRidge. Operating costs are held constant throughout the lives of the properties, and capital costs are held constant to the date of expenditure. SRMTII would not incur any costs due to abandonment, nor would it realize any salvage value for the lease and well equipment.

        For the purposes of this report, we did not perform any field inspection of the properties, nor did we examine the mechanical operation or condition of the wells and facilities. Since SRMTII would own a royalty interest rather than a working interest in these properties, it would not incur any costs due to possible environmental liability.

        We have made no investigation of potential gas volume and value imbalances resulting from overdelivery or underdelivery to the SRMTII proposed royalty interest. Therefore, our estimates of reserves and future revenue do not include adjustments for the settlement of any such imbalances; our projections are based on SRMTII receiving its proposed royalty interest share of estimated future gross gas production.

        The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, our estimates are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that our projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom could be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred by the working interest owners in recovering such reserves may vary from assumptions made while preparing this report.

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        For the purposes of this report, we used technical and economic data including, but not limited to, well logs, geologic maps, well test data, production data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). We used standard engineering and geoscience methods, or a combination of methods, including performance analysis and analogy, that we considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and regulations. A substantial portion of these reserves are for undeveloped locations and producing wells that lack sufficient production history upon which performance-related estimates of reserves can be based; such reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

        The data used in our estimates were obtained from SandRidge and the nonconfidential files of Netherland, Sewell & Associates, Inc. (NSAI) and were accepted as accurate. Supporting geoscience, performance, and work data are on file in our office. The titles to the properties have not been examined by NSAI, nor has the actual degree or type of interest owned been independently confirmed. The technical persons responsible for preparing the estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.

        Sincerely,

 

 

 

 

NETHERLAND, SEWELL & ASSOCIATES, INC.
Texas Registered Engineering Firm F-2699

 

 

 

 

By:

 

/s/ C.H. (SCOTT) REES III

C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer

 

 

 

 

 

 

 
By:   /s/ DAVID T. MILLER

David T. Miller, P.E. 96134
Vice President
  By:   /s/ ANDRO K. (ANDY) WOHLGENANT

Andro K. (Andy) Wohlgenant, P.G. 11000
Geologist

Date Signed: January 3, 2012

 

Date Signed: January 3, 2012

DTM:CLM


Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.


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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

        The following definitions are set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Section 210.4-10(a). Also included is supplemental information from (1) the 2007 Petroleum Resources Management System approved by the Society of Petroleum Engineers, (2) the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas, and (3) the SEC's Compliance and Disclosure Interpretations.

        (1)    Acquisition of properties.    Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers' fees, recording fees, legal costs, and other costs incurred in acquiring properties.

        (2)    Analogous reservoir.    Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an "analogous reservoir" refers to a reservoir that shares the following characteristics with the reservoir of interest:

    (i)
    Same geological formation (but not necessarily in pressure communication with the reservoir of interest);

    (ii)
    Same environment of deposition;

    (iii)
    Similar geological structure; and

    (iv)
    Same drive mechanism.

        Instruction to paragraph (a)(2):    Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

        (3)    Bitumen.    Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.

        (4)    Condensate.    Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

        (5)    Deterministic estimate.    The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

        (6)    Developed oil and gas reserves.    Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

    (i)
    Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

    (ii)
    Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)


Supplemental definitions from the 2007 Petroleum Resources Management System:

Developed Producing Reserves—Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation.

Developed Non-Producing Reserves—Developed Non-Producing Reserves include shut-in and behind-pipe Reserves. Shut-in Reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future recompletion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.


        (7)    Development costs.    Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

    (i)
    Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.

    (ii)
    Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly.

    (iii)
    Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.

    (iv)
    Provide improved recovery systems.

        (8)    Development project.    A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

        (9)    Development well.    A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

        (10)    Economically producible.    The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.

        (11)    Estimated ultimate recovery (EUR).    Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.

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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

        (12)    Exploration costs.    Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:

    (i)
    Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or "G&G" costs.

    (ii)
    Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records.

    (iii)
    Dry hole contributions and bottom hole contributions.

    (iv)
    Costs of drilling and equipping exploratory wells.

    (v)
    Costs of drilling exploratory-type stratigraphic test wells.

        (13)    Exploratory well.    An exploratory well is a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined in this section.

        (14)    Extension well.    An extension well is a well drilled to extend the limits of a known reservoir.

        (15)    Field.    An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms "structural feature" and "stratigraphic condition" are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

        (16)    Oil and gas producing activities.    

    (i)
    Oil and gas producing activities include:

    (A)
    The search for crude oil, including condensate and natural gas liquids, or natural gas ("oil and gas") in their natural states and original locations;

    (B)
    The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties;

    (C)
    The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as:

    (1)
    Lifting the oil and gas to the surface; and

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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

        (2)
        Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and

      (D)
      Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction.

        Instruction 1 to paragraph (a)(16)(i):    The oil and gas production function shall be regarded as ending at a "terminal point", which is the outlet valve on the lease or field storage tank. If unusual physical or operational circumstances exist, it may be appropriate to regard the terminal point for the production function as:

    a.
    The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and

    b.
    In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas.

        Instruction 2 to paragraph (a)(16)(i):    For purposes of this paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons that are saleable in the state in which the hydrocarbons are delivered.

    (ii)
    Oil and gas producing activities do not include:

    (A)
    Transporting, refining, or marketing oil and gas;

    (B)
    Processing of produced oil, gas, or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production;

    (C)
    Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or

    (D)
    Production of geothermal steam.

            (17)    Possible reserves.    Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

    (i)
    When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

    (ii)
    Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

    (iii)
    Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

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DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

    (iv)
    The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

    (v)
    Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

    (vi)
    Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

            (18)    Probable reserves.    Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

    (i)
    When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

    (ii)
    Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

    (iii)
    Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

    (iv)
    See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.

            (19)    Probabilistic estimate.    The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

A-21


GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

        (20)    Production costs.    

    (i)
    Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:

    (A)
    Costs of labor to operate the wells and related equipment and facilities.

    (B)
    Repairs and maintenance.

    (C)
    Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.

    (D)
    Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.

    (E)
    Severance taxes.

    (ii)
    Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.

            (21)    Proved area.    The part of a property to which proved reserves have been specifically attributed.

            (22)    Proved oil and gas reserves.    Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

    (i)
    The area of the reservoir considered as proved includes:

    (A)
    The area identified by drilling and limited by fluid contacts, if any, and

    (B)
    Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

    (ii)
    In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

A-22


GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

    (iii)
    Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

    (iv)
    Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

    (A)
    Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

    (B)
    The project has been approved for development by all necessary parties and entities, including governmental entities.

    (v)
    Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

            (23)    Proved properties.    Properties with proved reserves.

            (24)    Reasonable certainty.    If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

            (25)    Reliable technology.    Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

            (26)    Reserves.    Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

        Note to paragraph (a)(26):    Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

A-23


GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)


Excerpted from the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas:

932-235-50-30 A standardized measure of discounted future net cash flows relating to an entity's interests in both of the following shall be disclosed as of the end of the year:

a.
Proved oil and gas reserves (see paragraphs 932-235-50-3 through 50-11B)

b.
Oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the entity participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves (see paragraph 932-235-50-7).

The standardized measure of discounted future net cash flows relating to those two types of interests in reserves may be combined for reporting purposes.

932-235-50-31 All of the following information shall be disclosed in the aggregate and for each geographic area for which reserve quantities are disclosed in accordance with paragraphs 932-235-50-3 through 50-11B:

a.
Future cash inflows. These shall be computed by applying prices used in estimating the entity's proved oil and gas reserves to the year-end quantities of those reserves. Future price changes shall be considered only to the extent provided by contractual arrangements in existence at year-end.

b.
Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from estimated production costs.

c.
Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pretax net cash flows relating to the entity's proved oil and gas reserves, less the tax basis of the properties involved. The future income tax expenses shall give effect to tax deductions and tax credits and allowances relating to the entity's proved oil and gas reserves.

d.
Future net cash flows. These amounts are the result of subtracting future development and production costs and future income tax expenses from future cash inflows.

e.
Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net cash flows relating to proved oil and gas reserves.

f.
Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed discount.

            (27)    Reservoir.    A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

            (28)    Resources.    Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

A-24


GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

            (29)    Service well.    A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.

            (30)    Stratigraphic test well.    A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as "exploratory type" if not drilled in a known area or "development type" if drilled in a known area.

            (31)    Undeveloped oil and gas reserves.    Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

    (i)
    Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

    (ii)
    Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

From the SEC's Compliance and Disclosure Interpretations (October 26, 2009):

Although several types of projects—such as constructing offshore platforms and development in urban areas, remote locations or environmentally sensitive locations—by their nature customarily take a longer time to develop and therefore often do justify longer time periods, this determination must always take into consideration all of the facts and circumstances. No particular type of project per se justifies a longer time period, and any extension beyond five years should be the exception, and not the rule.

Factors that a company should consider in determining whether or not circumstances justify recognizing reserves even though development may extend past five years include, but are not limited to, the following:

    The company's level of ongoing significant development activities in the area to be developed (for example, drilling only the minimum number of wells necessary to maintain the lease generally would not constitute significant development activities);

    The company's historical record at completing development of comparable long-term projects;

    The amount of time in which the company has maintained the leases, or booked the reserves, without significant development activities;

    The extent to which the company has followed a previously adopted development plan (for example, if a company has changed its development plan several times without taking significant steps to implement any of those plans, recognizing proved undeveloped reserves typically would not be appropriate); and

A-25


GRAPHIC

DEFINITIONS OF OIL AND GAS RESERVES
Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)


    The extent to which delays in development are caused by external factors related to the physical operating environment (for example, restrictions on development on Federal lands, but not obtaining government permits), rather than by internal factors (for example, shifting resources to develop properties with higher priority).

    (iii)
    Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.

            (32)    Unproved properties.    Properties with no proved reserves.

A-26


Table of Contents

ANNEX B

Quarterly Target Distributions

Quarter Ending   Subordination
Threshold(1)
  Target Cash
Distribution
  Incentive
Threshold(1)
  Quarter Ending   Target Cash
Distribution
 
March 31, 2012 (2) $ .22   $ .27     $.33   March 31, 2022     $.39  
June 30, 2012     .39     .48     .58   June 30, 2022     .38  
September 30, 2012     .48     .60     .72   September 30, 2022     .38  
December 31, 2012     .50     .63     .75   December 31, 2022     .38  
March 31, 2013     .55     .69     .83   March 31, 2023     .37  
June 30, 2013     .58     .73     .88   June 30, 2023     .37  
September 30, 2013     .56     .70     .84   September 30, 2023     .36  
December 31, 2013     .58     .73     .87   December 31, 2023     .36  
March 31, 2014     .60     .75     .90   March 31, 2024     .36  
June 30, 2014     .62     .78     .93   June 30, 2024     .35  
September 30, 2014     .62     .78     .93   September 30, 2024     .35  
December 31, 2014     .59     .74     .89   December 31, 2024     .34  
March 31, 2015     .65     .81     .97   March 31, 2025     .34  
June 30, 2015     .66     .83     .99   June 30, 2025     .33  
September 30, 2015     .66     .83     .99   September 30, 2025     .33  
December 31, 2015     .65     .82     .98   December 31, 2025     .33  
March 31, 2016     .69     .86     1.03   March 31, 2026     .32  
June 30, 2016     .66     .82     .99   June 30, 2026     .32  
September 30, 2016     .60     .75     .90   September 30, 2026     .32  
December 31, 2016     .56     .70     .84   December 31, 2026     .31  
March 31, 2017     .52     .66     .79   March 31, 2027     .31  
June 30, 2017     .50     .62     .75   June 30, 2027     .31  
September 30, 2017     .48     .59     .71   September 30, 2027     .30  
December 31, 2017     .46     .57     .68   December 31, 2027     .30  
March 31, 2018           .55         March 31, 2028     .30  
June 30, 2018           .53         June 30, 2028     .29  
September 30, 2018           .51         September 30, 2028     .29  
December 31, 2018           .50         December 31, 2028     .29  
March 31, 2019           .48         March 31, 2029     .28  
June 30, 2019           .47         June 30, 2029     .28  
September 30, 2019           .46         September 30, 2029     .28  
December 31, 2019           .45         December 31, 2029     .28  
March 31, 2020           .44         March 31, 2030     .27  
June 30, 2020           .43         June 30, 2030     .27  
September 30, 2020           .42         September 30, 2030     .27  
December 31, 2020           .42         December 31, 2030     .26  
March 31, 2021           .41         March 31, 2031     .26  
June 30, 2021           .40         June 30, 2031     .26  
September 30, 2021           .40         September 30, 2031     .26  
December 31, 2021           .39         December 31, 2031     .25  
                      Remaining     3.93  

(1)
For each quarter, the Subordination Threshold equals 80% of the Target Cash Distribution, and the Incentive Threshold equals 120% of the Target Cash Distribution.

(2)
Includes proceeds attributable to the first two months of production from January 1, 2012 to February 29, 2012, based on estimated realized production for January and February 2012.

B-1


Table of Contents

SandRidge Mississippian Trust II


Table of Contents


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13/14.    Other Expenses of Issuance and Distribution.

        Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the SEC registration fee, the FINRA filing fee and the NYSE listing fee, the amounts set forth below are estimates.

SEC registration fee

  $ 69,189.75  

FINRA filing fee

  $ 60,875.00  

NYSE listing fee

    *  

Printing and engraving expenses

    *  

Fees and expenses of legal counsel

    *  

Accounting fees and expenses

    *  

Transfer agent and registrar fees

    *  

Trustee fees and expenses

    *  

Miscellaneous

    *  
       

Total

    *  
       

*
To be provided by amendment

Item 14/15.    Indemnification of Directors and Officers.

        The trust agreement provides that each of the trustee and the Delaware trustee and their respective officers, agents and employees shall be indemnified from the assets of the trust against and from any and all liabilities, expenses, claims, damages or loss incurred by them as trustee or Delaware trustee in the administration of the trust and the trust assets, including, without limitation, any liability, expenses, claims, damages or loss arising out of or in connection with any liability under environmental laws, or in the doing of any act done or performed or omission occurring on account of it being trustee or Delaware trustee or acting in such capacity, except such liability, expense, claims, damages or loss as to which each is liable under the trust agreement. In this regard, the trustee and Delaware trustee shall be liable only for fraud or gross negligence or for acts or omissions in bad faith and shall not be liable for any act or omission of any of their respective agents or employees unless the trustee or Delaware trustee, as applicable, has acted in bad faith or with gross negligence in the selection and retention of such agent or employee. Each of the trustee and the Delaware trustee is entitled to indemnification from the assets of the trust and shall have a lien on the assets of the trust to secure for each the foregoing indemnification.

        Article VI of the Amended and Restated Bylaws of SandRidge provides for indemnification of officers, directors and employees of SandRidge to the extent authorized by the General Corporation Law of the State of Delaware. Pursuant to Section 145 of the Delaware General Corporation Law, SandRidge generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of a corporation, and with respect to any criminal action or proceeding, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of a corporation, however, indemnification is not available if such person is adjudged to be liable to the corporation unless the court determines that indemnification is appropriate. In addition, a corporation has the power to purchase and maintain insurance for such persons. The statute also expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

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Table of Contents

        Article Nine of the Certificate of Incorporation of SandRidge contains a provision, permitted by Section 102(b)(7) of the Delaware General Corporation Law, limiting the personal monetary liability of directors for breach of fiduciary duty as a director. The Certificate of Incorporation and the Delaware General Corporation Law provide that such provision does not eliminate or limit liability (a) for any breach of the director's duty of loyalty to SandRidge or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law or (d) for any transaction from which the director derived an improper benefit.

        The above discussion of SandRidge's Certificate of Incorporation and Amended and Restated Bylaws and Section 145 of the Delaware General Corporation Law is not intended to be exhaustive and is respectively qualified in its entirety by reference to SandRidge's Certificate of Incorporation and Amended and Restated Bylaws and the Delaware General Corporation Law.

Item 15.    Recent Sales of Unregistered Securities.

        None.

Item 16.    Exhibits and Financial Statement Schedules.

        The following documents are filed as exhibits to this registration statement:

Exhibit
Number
  Description
  1.1 * Form of Underwriting Agreement
  3.1 Certificate of Trust of SandRidge Mississippian Trust II (filed as Exhibit 3.1 to the trust's Registration Statement on Form S-1, filed January 5, 2012, File No. 333-178894)
  4.1 Trust Agreement of SandRidge Mississippian Trust II, dated December 13, 2011 (filed as Exhibit 4.1 to the trust's Registration Statement on Form S-1, filed January 5, 2012, File No. 333-178894)
  4.2   Form of Amended and Restated Trust Agreement of SandRidge Mississippian Trust II
  5.1   Opinion of Richards, Layton & Finger, P.A. relating to the validity of the trust units to be registered under this Registration Statement
  5.2   Opinion of Covington & Burling LLP
  8.1   Opinion of Covington & Burling LLP relating to tax matters
  10.1 * Form of Term Royalty Conveyance (PDP)
  10.2 * Form of Term Royalty Conveyance (Development)
  10.3 * Form of Perpetual Royalty Conveyance (PDP)
  10.4 * Form of Perpetual Royalty Conveyance (Development)
  10.5 * Form of Assignment of Royalty Interest
  10.6   Form of Administrative Services Agreement
  10.7 * Form of Development Agreement
  10.8   Form of Derivatives Agreement
  10.9 * Form of Drilling Support Mortgage
  10.10   Form of Registration Rights Agreement
  23.1   Consent of PricewaterhouseCoopers LLP
  23.2   Consent of Netherland, Sewell & Associates, Inc.

II-2


Table of Contents

Exhibit
Number
  Description
  23.3   Consent of DeGolyer and MacNaughton
  23.4   Consent of Lee Keeling and Associates, Inc.
  23.5   Consent of Richards, Layton & Finger, P.A. (contained in Exhibit 5.1)
  23.6   Consent of Covington & Burling LLP (contained in Exhibits 5.2 and 8.1)
  24.1 Powers of Attorney (filed on signature pages of the trust's Registration Statement on Form S-1, filed January 5, 2012, File No. 333-178894)
  99.1   Summary Reserve Reports of Netherland, Sewell & Associates, Inc. (included as Annex A to the prospectus)

*
To be filed by amendment

Previously filed

Item 17.    Undertakings.

        The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        The undersigned registrants hereby undertake to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        The undersigned registrants hereby undertake that:

    (1)
    For purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

    (2)
    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their respective counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-3


Table of Contents


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, SandRidge Mississippian Trust II has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on March 14, 2012.

    SandRidge Mississippian Trust II

 

 

By

 

SandRidge Energy, Inc.

 

 

 

 

By

 

/s/ JAMES D. BENNETT

            Name:   James D. Bennett
            Title:   Executive Vice President and
Chief Financial Officer

II-4


Table of Contents


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, SandRidge Energy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on March 14, 2012.

    SandRidge Energy, Inc.

 

 

By

 

/s/ TOM L. WARD

        Name:   Tom L. Ward
        Title:   Chief Executive Officer and
Chairman of the Board

* * *

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ TOM L. WARD

Tom L. Ward
  Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
  March 14, 2012

/s/ JAMES D. BENNETT

James D. Bennett

 

Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

 

March 14, 2012

/s/ RANDALL D. COOLEY

Randall D. Cooley

 

Senior Vice President—Accounting
(Principal Accounting Officer)

 

March 14, 2012

*

Jim J. Brewer, Jr.

 

Director

 

March 14, 2012

*

Everett R. Dobson

 

Director

 

March 14, 2012

*

William A. Gilliland

 

Director

 

March 14, 2012

*

Daniel W. Jordan

 

Director

 

March 14, 2012

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Signature
 
Title
 
Date

 

 

 

 

 
*

Roy T. Oliver, Jr.
  Director   March 14, 2012

*

Jeffrey S. Serota

 

Director

 

March 14, 2012

 

*By:   /s/ TOM L. WARD

Tom L. Ward
Attorney-in-fact
       

II-6



EX-4.2 2 a2207803zex-4_2.htm EX-4.2

Exhibit 4.2

 

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 [·], 2012

 



 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

ARTICLE I

DEFINED TERMS AND CONSTRUCTION

2

 

 

 

 

 

Section 1.01

Certain Defined Terms

2

 

Section 1.02

Rules of Construction

10

 

 

 

 

ARTICLE II

NAME AND PURPOSE OF THE TRUST; DECLARATION OF TRUST

11

 

 

 

 

 

Section 2.01.

Name; Certificate of Trust

11

 

Section 2.02.

Purpose

11

 

Section 2.03.

Trust Property

13

 

Section 2.04.

Creation of the Trust

14

 

Section 2.05.

Principal Offices

15

 

 

 

 

ARTICLE III

ADMINISTRATION OF THE TRUST AND POWERS OF THE TRUSTEE AND THE DELAWARE TRUSTEE

15

 

 

 

 

 

Section 3.01.

General Authority

15

 

Section 3.02.

Limited Power of Disposition of the Trust

16

 

Section 3.03.

No Power to Engage in Business or Make Investments or Issue Additional Securities

18

 

Section 3.04.

Interest on Cash Reserves

19

 

Section 3.05.

Power to Settle Claims

19

 

Section 3.06.

Power to Contract for Services

19

 

Section 3.07.

Payment of Liabilities of Trust

20

 

Section 3.08.

Income and Principal

21

 

Section 3.09.

Term of Contracts

21

 

Section 3.10.

Transactions with the Trustee or the Delaware Trustee

22

 

Section 3.11.

No Security Required

22

 

Section 3.12.

Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses

22

 

Section 3.13.

Reserve Report

23

 

Section 3.14.

No Liability for Recordation

23

 

Section 3.15.

Quarterly Cash Distributions

23

 

Section 3.16.

Conversion of Subordinated Units to Common Units

24

 

Section 3.17.

Entity-Level Taxation

24

 

 

 

 

ARTICLE IV

TRUST UNITS AND BENEFICIAL INTEREST

25

 

 

 

 

 

Section 4.01.

Creation

25

 

Section 4.02.

Rights of Trust Unitholders; Limitation on Personal Liability of Trust Unitholders

25

 

Section 4.03.

Effect of Transfer

26

 

i



 

 

Section 4.04.

Determination of Ownership

26

 

Section 4.05.

Transfer Agent

26

 

 

 

 

ARTICLE V

ACCOUNTING AND DISTRIBUTIONS; REPORTS

27

 

 

 

 

 

Section 5.01.

Fiscal Year and Accounting Method

27

 

Section 5.02.

Quarterly Cash Distribution Amount

27

 

Section 5.03.

Reports to Trust Unitholders and Others

27

 

Section 5.04.

Reports from SandRidge to the Trustee

28

 

Section 5.05.

U.S. Federal Income Tax Provisions

28

 

 

 

 

ARTICLE VI

LIABILITY OF DELAWARE TRUSTEE AND TRUSTEE AND METHOD OF SUCCESSION

28

 

 

 

 

 

Section 6.01.

Liability of Delaware Trustee, Trustee and Agents

28

 

Section 6.02.

Indemnification of Trustee or Delaware Trustee

30

 

Section 6.03.

Resignation of Delaware Trustee and Trustee

31

 

Section 6.04.

Removal of Delaware Trustee and Trustee

32

 

Section 6.05.

Appointment of Successor Delaware Trustee or Trustee

32

 

Section 6.06.

Laws of Other Jurisdictions

33

 

Section 6.07.

Reliance on Experts

33

 

Section 6.08.

Force Majeure

34

 

Section 6.09.

Failure of Action by SandRidge

34

 

Section 6.10.

Action Upon Instructions

34

 

Section 6.11.

Management of Trust Estate

34

 

Section 6.12.

Validity

35

 

Section 6.13.

Rights and Powers; Litigation

35

 

Section 6.14.

No Duty to Act Under Certain Circumstances

35

 

Section 6.15.

Indemnification of the Trust

35

 

 

 

 

ARTICLE VII

COMPENSATION OF THE TRUSTEE AND THE DELAWARE TRUSTEE

36

 

 

 

 

 

Section 7.01.

Compensation of Trustee and Delaware Trustee

36

 

Section 7.02.

Reimbursement of SandRidge

36

 

Section 7.03.

Source of Funds

36

 

Section 7.04.

Ownership of Units by SandRidge, the Delaware Trustee and the Trustee

36

 

 

 

 

ARTICLE VIII

MEETINGS OF TRUST UNITHOLDERS

37

 

 

 

 

 

Section 8.01.

Purpose of Meetings

37

 

Section 8.02.

Call and Notice of Meetings

37

 

Section 8.03.

Method of Voting and Vote Required

37

 

Section 8.04.

Conduct of Meetings

38

 

ii



 

ARTICLE IX

DURATION, REVOCATION AND TERMINATION OF TRUST

38

 

 

 

 

 

Section 9.01.

Revocation

38

 

Section 9.02.

Termination

38

 

Section 9.03.

Disposition and Distribution of Assets and Properties

38

 

Section 9.04.

Reorganization or Business Combination

40

 

 

 

 

ARTICLE X

AMENDMENTS

41

 

 

 

 

 

Section 10.01.

Prohibited Amendments

41

 

Section 10.02.

Permitted Amendments

42

 

 

 

 

ARTICLE XI

ARBITRATION

42

 

 

 

 

ARTICLE XII

MISCELLANEOUS

45

 

 

 

 

 

Section 12.01.

Inspection of Books

45

 

Section 12.02.

Disability of a Trust Unitholder

45

 

Section 12.03.

Merger or Consolidation of Delaware Trustee or Trustee

45

 

Section 12.04.

Change in Trust Name

46

 

Section 12.05.

Filing of this Agreement

46

 

Section 12.06.

Choice of Law

46

 

Section 12.07.

Separability

46

 

Section 12.08.

Notices

47

 

Section 12.09.

Counterparts

48

 

Section 12.10.

No Fiduciary Duty of SandRidge or its Affiliates

48

 

Section 12.11.

Waiver of Damages

48

 

 

 

 

Schedule 1 — Direct Hedge Contracts

 

 

 

 

 

Schedule 2 — Subordination and Incentive Thresholds

 

 

 

 

 

Schedule 3 — Fee Schedule of Trustee

 

 

 

 

 

Annex A — U.S. Federal Income Tax Provisions

 

 

iii



 

AMENDED AND RESTATED
TRUST AGREEMENT
OF
SANDRIDGE MISSISSIPPIAN TRUST II

 

This Amended and Restated Trust Agreement of SandRidge Mississippian Trust II (the “Trust”), is entered into effective as of the [·] day of [·], 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).

 

WITNESSETH:

 

WHEREAS, SandRidge is engaged in the development, production, transportation and marketing of oil, natural gas and natural gas liquids, and owns leasehold interests in properties located in the Mississippian formation in Noble, Kay, Alfalfa, Grant and Woods counties in northern Oklahoma and Harper, Comanche, Sumner and Barber counties in southern Kansas containing proved reserves of oil, natural gas and natural gas liquids; and

 

WHEREAS, SandRidge, SandRidge Exploration and Production, LLC, a Delaware limited liability company (“SandRidge E&P”), and Mistmada Oil Company, Inc., an Oklahoma corporation (“SandRidge Sub”), have determined to convey to the Trust the Royalty Interests (hereinafter defined) pursuant to the Conveyances (hereinafter defined) in exchange for cash, [·] Common Units (hereinafter defined), [·] Subordinated Units (hereinafter defined), and the right of SandRidge to receive Incentive Distributions (hereinafter defined) on the terms set forth herein; and

 

WHEREAS, SandRidge and the Trust have determined to enter into the Derivatives Agreement (hereinafter defined) to provide the Trust with the economic effect of specified hedging contracts entered into between SandRidge and third parties; and

 

WHEREAS, the Trust will enter into the Direct Hedge Contracts (hereinafter defined) with certain counterparties to hedge a portion of the estimated future oil production attributable to the Royalty Interests; and

 

WHEREAS, SandRidge and the Trust have determined to enter into the Administrative Services Agreement (hereinafter defined), outlining SandRidge’s provision of administrative services to the Trust and its compensation therefor; and

 

WHEREAS, SandRidge, SandRidge E&P and the Trust have determined to enter into the Development Agreement (hereinafter defined), outlining SandRidge’s and SandRidge E&P’s drilling obligation to the Trust; and

 



 

WHEREAS, SandRidge E&P has determined to grant the Drilling Mortgages (hereinafter defined) to the Trust to secure SandRidge’s and SandRidge E&P’s drilling obligation to the Trust under the Development Agreement; and

 

WHEREAS, SandRidge, the Bank and Corporation Trust have previously formed the Trust pursuant to the Initial Trust Agreement (hereinafter defined) in accordance with the provisions of the Trust Act (hereinafter defined) and, in connection therewith, SandRidge has previously delivered to the Bank, on behalf of the Trust, good and valuable consideration, which the Bank has accepted, to have and to hold, in trust, such consideration, for the purposes and subject to the terms and conditions of the Initial Trust Agreement and as hereinafter provided; and

 

WHEREAS, SandRidge, SandRidge E&P and SandRidge Sub have agreed to deliver to the Bank, on behalf of the Trust, good and valuable consideration, which the Bank has agreed to accept, to have and to hold, in trust, such consideration and all other properties that may hereafter be acquired hereunder, for the purposes and subject to the terms and conditions hereinafter provided; and

 

NOW, THEREFORE, SandRidge, Corporation Trust and the Bank hereby amend and restate the Initial Trust Agreement of SandRidge Mississippian Trust II in its entirety.

 

ARTICLE I
DEFINED TERMS AND CONSTRUCTION

 

Section 1.01.             Certain Defined Terms.  As used herein, the following terms have the meanings indicated:

 

AAA” is defined in Article XI.

 

Administrative Services Agreement” means the Administrative Services Agreement, delivered to be effective as of January 1, 2012, by and between SandRidge and the Trust.

 

Affiliate” means, with respect to any specified Person, another Person that, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person. As used in this definition, “control” (and the correlative terms “controlled by” and “under common control”), refers to the possession, directly or indirectly, of the right or power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by contract or otherwise.

 

Agent” means, with respect to a Person, any agent, employee, officer, director, custodian, nominee or attorney of such Person.

 

Agreement” means this Amended and Restated Trust Agreement of SandRidge Mississippian Trust II, as it may be further amended, supplemented or restated from time to time.

 

Assignments of Overriding Royalty Interest” means collectively (i) the Assignment of Overriding Royalty Interest (Oklahoma) covering Underlying Properties in Oklahoma and (ii) the Assignment of Overriding Royalty Interest (Kansas) covering Underlying Properties in

 

2



 

Kansas, in each case, delivered to be effective as of the Effective Time (as defined therein) by and between SandRidge Sub and the Trust.

 

Bank” is defined in the introductory paragraph to this Agreement.

 

Beneficial Interest” means the aggregate beneficial interest of all Trust Unitholders in the Trust Estate, including without limitation the proceeds attributable to the Royalty Interests, which beneficial interest shall be expressed in Trust Units and shall not constitute any direct ownership interest in or to the Royalty Interests, or any part thereof, or any other part of the Trust Estate and shall be treated for all purposes as an intangible personal property interest.

 

Business Day” means any day that is not a Saturday, Sunday, a holiday determined by NYSE Regulation, Inc. as “affecting ‘ex’ dates” or any other day on which national banking institutions in New York, New York are closed as authorized or required by law.

 

Claimant” is defined in Section 11(c).

 

Closing” means the first closing of the initial public offering of Common Units contemplated by the Securities Act Registration Statement.

 

Closing Date” means the date of Closing.

 

Collateral Agency Agreement” means that certain Collateral Agency Agreement to be entered into by and among the Trust, , [·], as initial swap counterparties, and Wilmington Trust, National Association, as collateral agent, governing the relationship among the Trust’s swap counterparties regarding their interests in the collateral securing the Trust’s obligations under the Direct Hedge Contracts.

 

Commission” means the U.S. Securities and Exchange Commission.

 

Common Unit” means a security of the Trust representing a proportionate share of the Beneficial Interest having the rights and obligations specified with respect to a Common Unit in this Agreement. The term “Common Unit” does not refer to or include any Subordinated Unit prior to its conversion into a Common Unit pursuant to the terms hereof.

 

Conveyances” means (a) those certain Oklahoma Term Royalty Conveyances and those certain Kansas Term Royalty Conveyances (collectively, the “Term Royalty Conveyances”), (b) those certain Oklahoma Perpetual Royalty Conveyances and those certain Kansas Perpetual Royalty Conveyances (collectively, the “Perpetual Royalty Conveyances”) and (c) the Assignments of Overriding Royalty Interest.

 

Corporation Trust” is defined in the introductory paragraph to this Agreement.

 

Delaware Trustee” means the Entity designated as trustee (other than the Trustee) under this Agreement and having its principal place of business in Delaware, not in its individual capacity but solely in its fiduciary capacity, and having the rights and obligations specified with respect to the Delaware Trustee in this Agreement. Furthermore, any benefit, indemnity, release or protection granted to the Delaware Trustee herein shall extend to and shall be fully applicable

 

3



 

and effective with regard to any Delaware Trustee, including, without limitation, Corporation Trust Company.

 

Derivatives Agreement” means the Derivatives Agreement, dated as of [·], by and between SandRidge and the Trust.

 

Development Agreement” means the Development Agreement, delivered to be effective as of January 1, 2012, by and among SandRidge, SandRidge E&P and the Trust.

 

Development Well” has the meaning assigned to such term in the Development Agreement.

 

Direct Hedge Contracts” means the Initial Direct Hedges and the Future Direct Hedges, in each case, as such hedge contracts may be restructured, amended or modified from time to time.

 

Direct Hedge Security Instruments” means those certain Mortgages between the Trust as Mortgagor, and Wilmington Trust, National Association, collateral agent under the Collateral Agency Agreement, as Mortgagee, and the other security instruments, as in effect from time to time, executed by the Trust in favor of the collateral agent under the Collateral Agency Agreement and the counterparties to the Direct Hedge Contracts.

 

Drilling Obligation Completion Date” has the meaning assigned to such term in the Development Agreement.

 

Drilling Mortgages” means collectively (i) the Kansas Drilling Mortgage and (ii) the Oklahoma Drilling Mortgage.

 

Entity” means a corporation, partnership, limited liability company, trust, estate or other entity, organization or association.

 

Environmental Laws” means all laws relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases, treatment, storage or disposal of pollutants, contaminants, hazardous substances or industrial or hazardous wastes into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to the protection, preservation, or enhancement of endangered or threatened species, historic and archaeological resources, or wetlands and tidelands, as well as all codes, decrees, injunctions, judgments, orders, rules or regulations issued, entered, promulgated or approved thereunder pursuant to the requirements of applicable administrative procedures, acts and agency procedural rules.

 

Estimated Incremental Quarterly Tax Amount” has the meaning assigned such term in Section 3.17.

 

Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

Exchange Act Registration Statement” means the registration statement on Form 8-A pursuant to which the Trust Units may be registered under Section 12 of the Exchange Act.

 

4



 

Expenses” is defined in Section 6.02(a).

 

Fair Value” means, with respect to any portion of the Royalty Interests to be released or sold pursuant to Section 3.02(b) in connection with a sale of Underlying Properties, an amount of net proceeds that could reasonably be expected to be obtained from the sale of such portion of the Royalty Interests to a party that is not an Affiliate of either SandRidge or the Trust on an arms’ length negotiated basis, taking into account relevant market conditions and factors existing at the time of any such proposed sale or release, such net proceeds to be determined by deducting the Trust’s proportionate share of sales costs, commissions and brokerage fees, if any (based on the ratio of (a) the fair market value of the portion of the Royalty Interest being released to (b) the fair market value of the Underlying Properties being transferred including the value of the Royalty Interests being released).

 

Future Direct Hedges” means oil derivative contracts that are entered into by the Trust after the Closing Date (i) upon the assignment, novation or other transfer of any of the SandRidge Hedge Contracts (or any portion thereof), or the replacement of SandRidge Hedge Contracts (or any portion thereof), in each case in accordance with the terms of the Derivatives Agreement, or (ii) in connection with the resetting, amendment or other modification of existing Direct Hedge Contracts at SandRidge’s request in its role as hedge manager and in accordance with the terms of the Administrative Services Agreement.

 

Incentive Distributions” is defined in Section 3.15(a)(i)(D).

 

Incentive Threshold” means, with respect to each Quarterly Period during the Subordination Period, the amount shown under the heading “Incentive Threshold” for such Quarterly Period on Schedule 2 or calculated in accordance with the formula set forth on Schedule 2.

 

Incremental Income Tax” is defined in Section 3.17.

 

Indemnified Party” is defined in Section 6.02(c).

 

Indemnifying Party” is defined in Section 6.02(c).

 

Independent Reserve Engineers” means Netherland Sewell & Associates, Inc., independent petroleum engineers, or any other petroleum engineering consultants employed by the Trust to provide information and reports with respect to the Royalty Interests.

 

Initial Common Units” means the Common Units sold to the Underwriters on the Closing Date.

 

Initial Direct Hedges” means those oil derivative contracts specified on Schedule 1 to this Agreement, which contracts are to be entered into by the Trust with counterparties at or promptly following the Closing.

 

Initial Trust Agreement” means the Trust Agreement of SandRidge Mississippian Trust II, entered into and effective as of December 13, 2011, by and among SandRidge, the Bank and Corporation Trust.

 

5



 

Kansas Drilling Mortgage” means that certain Mortgage between SandRidge E&P, as Mortgagor, and the Trust, as Mortgagee, dated as of [·], securing SandRidge’s and SandRidge E&P’s drilling obligation under the Development Agreement with respect to Underlying Properties in Kansas.

 

Kansas Perpetual Royalty Conveyances” means, collectively, that certain Perpetual Overriding Royalty Interest Conveyance (Kansas) (PDP) and that certain Long-Term Overriding Royalty Interest Conveyance (Kansas) (Development), in each case, effective as of the Effective Time (as defined therein) between SandRidge E&P and the Trust and covering Underlying Properties in Kansas.

 

Kansas Term Royalty Conveyances” means, collectively, that certain Term Overriding Royalty Interest Conveyance (Kansas) (PDP) and that certain Term Overriding Royalty Interest Conveyance (Kansas) (Development), in each case, effective as of the Effective Time (as defined therein) between SandRidge E&P and SandRidge Sub and covering Underlying Properties in Kansas.

 

Liquidation Date” means December 31, 2031.

 

Oklahoma Drilling Mortgage” means that certain Mortgage between SandRidge E&P, as Mortgagor, and the Trust, as Mortgagee, dated as of [·], securing SandRidge’s and SandRidge E&P’s drilling obligation under the Development Agreement with respect to Underlying Properties in Oklahoma.

 

Oklahoma Perpetual Royalty Conveyances” means, collectively, that certain Perpetual Overriding Royalty Interest Conveyance (Oklahoma) (PDP) and that certain Perpetual Overriding Royalty Interest Conveyance (Oklahoma) (Development), in each case, effective as of the Effective Time (as defined therein) between SandRidge E&P and the Trust and covering Underlying Properties in Oklahoma.

 

Oklahoma Term Royalty Conveyances” means, collectively, that certain Term Overriding Royalty Interest Conveyance (Oklahoma) (PDP) and that certain Term Overriding Royalty Interest Conveyance (Oklahoma) (Development), in each case, effective as of the Effective Time (as defined therein) between SandRidge E&P and SandRidge Sub and covering Underlying Properties in Oklahoma.

 

Offer Notice” is defined in Section 9.03(b).

 

Overallotment Option” means the overallotment option granted to the Underwriters by the Trust pursuant to the Underwriting Agreement.

 

Overallotment Option Closing” means any closing of the exercise of the Overallotment Option.

 

Overallotment Option Closing Date” means the date on which any Overallotment Option Closing occurs.

 

6


 

Overallotment Option Units” means the Common Units sold to the Underwriters on the Overallotment Option Closing Dates (other than the Initial Common Units).

 

Perpetual Royalty Interests” means the royalty interests conveyed to the Trust by the Perpetual Royalty Conveyances, which term is defined above under “Conveyances.”

 

Person” means a natural person or an Entity.

 

Promissory Note” is defined in Section 2.03(a)(i).

 

Prospectus” means the final prospectus constituting a part of the Securities Act Registration Statement, as filed pursuant to Rule 424(b) of the Commission.

 

Quarterly Cash Distribution Amount” means, for each Quarterly Period prior to the Liquidation Date, without duplication:

 

(a)           the sum of (i) all cash received by the Trust on or before the 45th calendar day following the end of a Quarterly Period under the Conveyances, the Derivatives Agreement and the Direct Hedge Contracts, plus (ii) all other cash receipts of the Trust received during such Quarterly Period (excluding Sales Proceeds Amounts), plus (iii) any cash released on or before the 45th calendar day following the end of such Quarterly Period from any cash reserve established in a prior Quarterly Period by the Trustee for the payment of liabilities, including contingent liabilities, of the Trust, plus (iv) any interest earned on cash reserves invested pursuant to Section 3.04 that is received by the Trust on or before the 45th calendar day following the end of such Quarterly Period, less

 

(b)           the sum of (i) all cash paid by the Trust on or before the 45th calendar day following the end of a Quarterly Period under the Derivatives Agreement and the Direct Hedge Contracts, plus (ii) all taxes and other liabilities of the Trust paid during such Quarterly Period, plus (iii) any cash added on or before the 45th calendar day following the end of such Quarterly Period to any cash reserve for the payment of liabilities, including contingent liabilities, of the Trust.

 

Quarterly Payment Date” means, for each Quarterly Period prior to the Liquidation Date, the 60th day following the end of such Quarterly Period (or the Business Day next following such day if such day is not a Business Day).

 

Quarterly Period” means each of the calendar quarters ending on the last day of March, June, September and December of each year.

 

Quarterly Record Date” means, for each Quarterly Period prior to the Liquidation Date, the close of business on the 45th day following the end of such Quarterly Period (or the Business Day next following such day if such day is not a Business Day); or such other date established by the Trustee in order to comply with applicable law or the rules of any securities exchange or quotation system on which the Common Units may be listed or admitted to trading, in which event “Quarterly Record Date” means such other date.

 

Record Date Trust Unitholders” is defined in Section 8.02 hereof.

 

7



 

Registration Rights Agreement” means the Registration Rights Agreement, dated as of [·], by and between SandRidge and the Trust.

 

Respondent” is defined in Section 11(c).

 

Responsible Officer” means (a) with respect to the Delaware Trustee, any officer in the Corporate Staffing office of the Delaware Trustee having direct responsibility for the administration of this Agreement, and with respect to a particular corporate trust matter, any officer of the Delaware Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject, and (b) with respect to the Trustee, any officer in the Corporate Trust Administration office of the Trustee having direct responsibility for the administration of this Agreement, and with respect to a particular corporate trust matter, any officer of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

 

Royalty Interests” means, collectively, the Perpetual Royalty Interests and the Term Royalty Interests.

 

Rules” is defined in Article XI.

 

Sales Proceeds Amounts” means any cash paid to the Trust upon the sale of Royalty Interests or other assets of the Trust pursuant to Section 3.02 or Section 9.03 hereof after deduction of Trust expenses (including taxes) related to such sale or the establishment by the Trustee of cash reserves in such amounts as the Trustee in its discretion deems appropriate for contingent liabilities related thereto in accordance with Section 3808 of the Trust Act.

 

SandRidge” is defined in the introductory paragraph to this Agreement.

 

SandRidge E&P” is defined in the recitals to this Agreement.

 

SandRidge Hedge Contracts” means those derivative contracts identified on Exhibit A to the Derivatives Agreement, as such contracts may be restructured, amended or modified from time to time in accordance with the Derivatives Agreement.

 

SandRidge Sub” is defined in the recitals to this Agreement.

 

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

 

Securities Act” means the Securities Act of 1933, as amended.

 

Securities Act Registration Statement” means the Registration Statement on Form S-l and Form S-3 (Registration No. 333-178894) as it has been or as it may be amended or supplemented from time to time, filed by the Trust and SandRidge with the Commission under the Securities Act to register the offering and sale of the Common Units.

 

Special Provisions” is defined in Article XI.

 

Special Reserve” is defined in Section 3.07(b) of this Agreement.

 

8



 

Special Unit Majority” means (i) a majority of the Common Units (excluding Common Units owned by SandRidge and its Affiliates) present in person or by proxy at a meeting at which a quorum is present; provided, that, at any time when SandRidge and its Affiliates collectively own less than 10% of the outstanding Trust Units, “Special Unit Majority” means a majority of the Trust Units present in person or by proxy at a meeting at which a quorum is present. For the purposes of calculating a Special Unit Majority, abstentions and broker non-votes shall not be deemed to be a vote cast.

 

Sponsor Units” is defined in Section 2.03(a)(ii) of this Agreement.

 

Subordinated Unit” means a security of the Trust representing a subordinated proportionate share of the Beneficial Interest having the rights and obligations specified with respect to a Subordinated Unit in this Agreement.

 

Subordination Period” means the period beginning January 1, 2012 and ending on the last day of the fourth full calendar quarter following the Drilling Obligation Completion Date; provided, that SandRidge has delivered to the Trustee a certificate executed by the Chief Executive Officer, President or any Vice President of SandRidge certifying that SandRidge’s drilling obligation under the Development Agreement was satisfied as of the Drilling Obligation Completion Date.

 

Subordination Threshold” means, with respect to each Quarterly Period during the Subordination Period, the amount shown under the heading “Subordination Threshold” for such Quarterly Period on Schedule 2 or calculated in accordance with the formula set forth on Schedule 2.

 

Target Distribution” means, with respect to each Quarterly Period during the Subordination Period, the amount shown under the heading “Target Distribution” for such Quarterly Period on Schedule 2.

 

Tax Provisions” is defined in Section 5.05.

 

Term Royalty Interests” means the royalty interests conveyed to SandRidge Sub by the (i) Term Royalty Conveyances, which term is defined above under “Conveyances” and (ii) the Assignments of Overriding Royalty Interest.

 

Transaction Documents” means this Agreement, the Conveyances, the Development Agreement, the Administrative Services Agreement, the Derivatives Agreement, the Direct Hedge Contracts, the Collateral Agency Agreement, the Drilling Mortgages, the Registration Rights Agreement and the Underwriting Agreement.

 

Transferee” means, as to any Trust Unitholder or former Trust Unitholder, any Person succeeding to the interest of such Trust Unitholder or former Trust Unitholder in one or more Trust Units, whether as purchaser, donee, legatee or otherwise.

 

Trust” is defined in the recitals to this Agreement.

 

9



 

Trust Act” means the Delaware Statutory Trust Act, Title 12, Chapter 38 of the Delaware Code, Sections 3801 et seq., as amended from time to time during the term of this Agreement.

 

Trust Estate” means the assets held by the Trust under this Agreement, including both income and principal.

 

Trust Units” means Subordinated Units and Common Units, collectively.

 

Trust Unitholder” means the owner of one or more Trust Units as reflected on the books of the Trust or a transfer agent designated by the Trustee.

 

Trustee” means the Entity serving as the trustee (other than the Delaware Trustee) under this Agreement, not in its individual capacity but solely in its fiduciary capacity. Furthermore, any benefit, indemnity, release or protection granted to the Trustee herein shall extend to and shall be fully applicable and effective with regard to any Entity serving as Trustee, including, without limitation, the Bank.

 

Underlying Properties” means the Subject Interests, Development Wells and Wells subject to the Royalty Interests, as “Subject Interests,” “Development Wells” and “Wells” are defined in the Conveyances.

 

Underwriters” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.

 

Underwriting Agreement” means the Underwriting Agreement, dated as of [·], by and among the Underwriters, the Trust and SandRidge, providing for the purchase of the Initial Common Units and the Overallotment Option Units.

 

Unit Majority” means  (i) a majority of the Common Units (excluding Common Units owned by SandRidge and its Affiliates) and (ii) a majority of the Trust Units, in each case present in person or by proxy at a meeting at which a quorum is present; provided, that, at any time when SandRidge and its Affiliates collectively own less than 10% of the outstanding Trust Units, “Unit Majority” means a majority of the Trust Units present in person or by proxy at a meeting at which a quorum is present. For the purposes of calculating a Unit Majority, abstentions and broker non-votes shall not be deemed to be a vote cast.

 

Section 1.02.             Rules of Construction.  Article, Section, subsection, Schedule and Annex references in this Agreement are references to the corresponding Article, Section, subsection, Schedule and Annex to this Agreement, unless otherwise specified.  All Schedules and Annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.  If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).  Unless the context of this Agreement clearly requires otherwise, the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate.  All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified.  The words “includes” or

 

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“including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.  Any reference in this Agreement to “$” or “dollars” shall mean the lawful currency of the United States of America.  When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded.  If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.  The words “hereof,” “hereby,” “herein,” “hereinafter,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.  All accounting terms or calculations used or made herein shall be in accordance with the generally accepted accounting principles of the United States. The provision of a table of contents and the division of this Agreement into Articles, Sections and other subdivisions are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

 

ARTICLE II
NAME AND PURPOSE OF THE TRUST; DECLARATION OF TRUST

 

Section 2.01.             Name; Certificate of Trust. The Trust continued by this Agreement shall remain a Delaware statutory trust under the Trust Act. The Trust shall continue to be known as the SandRidge Mississippian Trust II, and the Trustee may transact the Trust’s affairs in that name. The continuation and operation of the Trust shall be in accordance with this Agreement, which shall constitute the “governing instrument” of the Trust within the meaning of Section 3801(f) of the Trust Act. In the event that a Responsible Officer of either the Delaware Trustee or the Trustee becomes aware that any statement contained or matter described in the Trust’s Certificate of Trust has changed, making it false in any material respect, it will notify the other trustee and the Delaware Trustee shall promptly file or cause to be filed in the office of the Secretary of State of Delaware an amendment of same at the written direction of the Trustee, duly executed in accordance with Section 3811 of the Trust Act, in order to effect such change thereto, such filing to be in accordance with Section 3810(b) of the Trust Act.

 

Section 2.02.             Purpose. The purposes of the Trust are, and the Trust shall have the power and authority and is hereby authorized:

 

(a)           to acquire and hold in the name of the Trust, and to protect and conserve, the Trust Estate for the benefit of the Trust Unitholders;

 

(b)           to receive and hold the Royalty Interests, and the other assets of the Trust Estate in the name of the Trust;

 

(c)           to issue the Subordinated Units, the Sponsor Units, the Initial Common Units and the Overallotment Option Units on the Closing Date, to hold the Overallotment Option Units in escrow and to deliver the Overallotment Option Units in accordance with Section 2.03 of this Agreement;

 

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(d)           to receive payments with respect to the Royalty Interests as provided in the Conveyances;

 

(e)           to receive and make payments with respect to the Direct Hedge Contracts and the Derivatives Agreement, as provided in the Direct Hedge Contracts and the Derivatives Agreement, respectively;

 

(f)            to grant liens on the Royalty Interests and other assets of the Trust Estate to secure the Trust’s obligations under the Direct Hedge Contracts or as otherwise permitted by the Direct Hedge Contracts and Collateral Agency Agreement, and to enter into and perform its obligations under the Collateral Agency Agreement and the Direct Hedge Security Instruments;

 

(g)           to enter into and perform its obligations under the Initial Direct Hedges, and to enter into and perform its obligations under Future Direct Hedges, as contemplated by Section 2.03(d) hereof and in accordance with the Derivatives Agreement and/or the Administrative Services Agreement;

 

(h)           to reset, terminate, modify or otherwise amend the Direct Hedge Contracts (or any portion thereof) when requested to do so by SandRidge in its capacity as hedge manager pursuant to the Administrative Services Agreement;

 

(i)            to invest cash reserves as provided in Section 3.04;

 

(j)            to pay, or provide for the payment of, any liabilities incurred in carrying out the purposes of the Trust, including, but not limited to, any taxes that may be payable by the Trust;

 

(k)           to distribute the Quarterly Cash Distribution Amount and any Sales Proceeds Amounts in accordance with Section 3.15;

 

(l)            to incur indebtedness in order to pay the liabilities of the Trust as they become due, if necessary; provided, that any such indebtedness shall be unsecured except (i) as provided in Section 7.03 and (ii) as permitted under the Direct Hedge Contracts and the Collateral Agency Agreement;

 

(m)          to sell Royalty Interests in accordance with Sections 3.02, 9.02 and 9.03;

 

(n)           to enter into, execute, deliver and perform its obligations and enforce its rights under the Transaction Documents to which it is a party and to engage SandRidge as the hedge manager for the Trust pursuant to the Administrative Services Agreement and to rely on SandRidge for such services and all other services to be provided by SandRidge pursuant to the Administrative Services Agreement;

 

(o)           to cause to be prepared and file (i) reports required to be filed under the Exchange Act, (ii) any reports required by the rules of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading, and (iii) any reports, forms or returns required to be filed pursuant to tax laws and other applicable laws and regulations;

 

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(p)           to establish, evaluate and maintain a system of disclosure controls and procedures and internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act;

 

(q)           to conduct or wind up its business as described in the Securities Act Registration Statement; and

 

(r)            to engage in such other activities as are necessary or convenient for the attainment of any of the foregoing or are incident thereto and which may be engaged in or carried on by a statutory trust under the Trust Act.

 

Section 2.03.             Trust Property.

 

(a)           Upon the formation of the Trust, SandRidge paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Initial Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing (or, in the case of the transactions described in clause (x) below, promptly following the Closing) the following transactions will occur:

 

(i)            SandRidge E&P shall convey to SandRidge Sub the Term Royalty Interests in exchange for a promissory note from SandRidge Sub in the amount of $[·] (the “Promissory Note”);

 

(ii)           SandRidge E&P shall convey to the Trust the Perpetual Royalty Interests in exchange for [·] Common Units (the “Sponsor Units”) and [·] Subordinated Units to be issued to SandRidge E&P;

 

(iii)          the Trust shall issue the Initial Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement;

 

(iv)          SandRidge Sub shall convey to the Trust, pursuant to the Assignments of Overriding Royalty Interest, the Term Royalty Interests in exchange for $[·] in cash;

 

(v)           SandRidge Sub shall pay to SandRidge E&P $[·] in cash, representing payment in full of the Promissory Note;

 

(vi)          the Trust shall deliver the balance of the cash consideration received from the Underwriters for the Initial Common Units (less the cash payment made by the Trust to SandRidge Sub under clause (iv) above) to SandRidge E&P as partial consideration for the Perpetual Royalty Interests;

 

(vii)         the Trust shall issue 3,750,000 Overallotment Option Units and the Trustee shall hold the Overallotment Option Units in escrow pending either the Underwriters’ exercise of the Overallotment Option or the expiration of the Overallotment Option, following which the Overallotment Option Units will be delivered by the Trustee in accordance with Section 2.03(b) of this Agreement;

 

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(viii)        SandRidge and the Trust shall enter into the Derivatives Agreement, the Administrative Services Agreement and the Registration Rights Agreement;

 

(ix)          SandRidge, SandRidge E&P and the Trust shall enter into the Development Agreement;

 

(x)           The Trust shall enter into the Initial Direct Hedges and the Collateral Agency Agreement; and

 

(xi)          SandRidge E&P shall enter into the Drilling Mortgages for the benefit of the Trust.

 

(b)           The Overallotment Option Units will be delivered as follows:

 

(i)            If the Overallotment Option is exercised, partially or in full, in accordance with its terms by the Underwriters, on an Overallotment Option Closing Date the Trust will sell to the Underwriters such number of the Overallotment Option Units as is necessary to satisfy the Overallotment Option, and the Trust will promptly convey the proceeds received by it from the sale of the Overallotment Option Units, net of underwriting discounts and commissions and offering expenses, to SandRidge E&P, together with any remaining unsold Overallotment Option Units, as partial consideration for the Perpetual Royalty Interests conveyed by SandRidge E&P to the Trust; and

 

(ii)           If the Overallotment Option is not exercised by the Underwriters within 30 days of the date of the Underwriting Agreement, the Trustee shall deliver the Overallotment Option Units held by the Trustee in escrow to SandRidge E&P as partial consideration for the Perpetual Royalty Interests conveyed by SandRidge E&P to the Trust, promptly following the 30th day after the date of the Underwriting Agreement.

 

(c)           The issuance of the Initial Common Units, the Overallotment Option Units, the Sponsor Units and the Subordinated Units is hereby duly authorized and, upon issuance, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing or the Overallotment Option Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.

 

(d)           From time to time after the Closing Date, at SandRidge’s request, the Trust shall enter into Future Direct Hedges in accordance with the terms of the Derivatives Agreement, or in connection with the resetting, amendment or other modification of an existing Direct Hedge Contract in accordance with the terms of the Administrative Services Agreement, as directed by SandRidge.

 

Section 2.04.             Creation of the Trust. The Trustee declares that it shall hold the Trust Estate in trust for the benefit of the Trust Unitholders, upon the terms and conditions set forth in this Agreement. As set forth above and amplified herein, the Trust is intended to be a passive entity limited to the receipt of revenues attributable to the Royalty Interests, the Derivatives Agreement and the Direct Hedge Contracts and the distribution of such revenues, after payment of or provision for Trust expenses and liabilities, to the Trust Unitholders. It is not the intention of the parties hereto to create, and nothing in this Agreement shall be construed as creating, for

 

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purposes other than tax purposes, a joint venture, joint stock company or similar business association, between or among Trust Unitholders, present or future, or between or among Trust Unitholders, or any of them, the Delaware Trustee, the Trustee, SandRidge, SandRidge E&P or SandRidge Sub. Neither the Trustee nor the Delaware Trustee, in its individual capacity, or otherwise, makes any representation as to the validity or sufficiency of this Agreement.

 

Section 2.05.             Principal Offices. Unless and until changed by the Trustee, the address of the principal office of the Trustee is 919 Congress Avenue, Suite 500, Austin, Texas 78701. Unless and until changed by the Delaware Trustee, the principal place of business of the Delaware Trustee is 1209 Orange Street, Wilmington, Delaware 19801, Attention: Corporate Staffing. The Trust may maintain offices at such other place or places within or without the State of Delaware as the Trustee deems advisable.

 

ARTICLE III
ADMINISTRATION OF THE TRUST AND POWERS OF THE TRUSTEE
AND THE DELAWARE TRUSTEE

 

Section 3.01.             General Authority.

 

(a)           The Trustee accepts the trust hereby continued and agrees to perform its duties hereunder with respect to the same, but only upon the express terms of this Agreement. Subject to the limitations set forth in this Agreement, the Trustee, acting alone, without the approval or consent of, or notice to, the Delaware Trustee or any Trust Unitholder, is authorized to take such action as in its judgment is necessary, desirable or advisable to best achieve the purposes and powers of the Trust set forth in Section 2.02 hereof, including the execution and delivery of the Transaction Documents and the performance of the Trust’s obligations and enforcement of the Trust’s rights thereunder. The Trustee shall not (i) dispose of any part of the Trust Estate except as expressly provided herein or (ii) except as permitted by Section 10.02 of this Agreement, agree to amend or waive any provision of, give any consent or release with respect to, or terminate the Transaction Documents to which the Trust is a party without the Trust Unitholder approval, if any, required by Section 10.02.  The Trustee shall perform all obligations and duties of a trustee of the Trust other than fulfilling the Trust’s obligations pursuant to Section 3807(a) of the Trust Act.

 

(b)           The Delaware Trustee accepts the Trust hereby continued and agrees to perform its duties hereunder with respect to the same, but only upon the express terms of this Agreement. The Delaware Trustee is authorized to take only such actions, and shall be required to perform only such duties and obligations, with respect to the Trust as are specifically set forth in this Agreement, and no implied duties, obligations or powers shall be read into this Agreement in respect to the Delaware Trustee (including, without limitation, that no action requested of the Delaware Trustee shall require the performance of any investigation, analysis, or other due diligence activities by the Delaware Trustee in respect of such action or the performance of its duties on behalf of the Trust generally). Furthermore, the Delaware Trustee shall not have any duty or obligation to take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Delaware Trustee is a party, except as expressly provided in this Agreement.

 

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(c)           The Delaware Trustee is serving the Trust solely to fulfill the Trust’s obligation pursuant to Section 3807(a) of the Trust Act to have at least one trustee who has its principal place of business in the State of Delaware.  Notwithstanding any other provision of this Agreement, unless specifically authorized in writing by the Trustee and consented to by the Delaware Trustee, the Delaware Trustee shall not participate in any decisions or possess any authority with respect to the administration of the Trust, the investment of the Trust’s property or the payment of distributions of income or principal to the Trust Unitholders. The Delaware Trustee shall have the power and authority to (i) execute, deliver, acknowledge and file all necessary documents and to maintain all necessary records of the Trust as required by the Trust Act and (ii) accept service of process on the Trust in the State of Delaware. The Delaware Trustee shall provide prompt written notice to the Trustee of its performance of any of the foregoing acts. The Trustee shall reasonably keep the Delaware Trustee informed of any material action taken by the Trustee with respect to the Trust.

 

Section 3.02.             Limited Power of Disposition of the Trust.  Except as provided in Sections 9.02 and 9.03, the Trustee may sell all or part of the Royalty Interests only in the following circumstances.

 

(a)           An election by the Trustee to sell all or part of the Trust Estate, at any time and from time to time, that is approved by the holders of a Unit Majority at a meeting duly called and held in accordance with Article VIII, subject to SandRidge’s right of first refusal as provided in Section 9.03 of this Agreement.

 

(b)           After the Drilling Obligation Completion Date, SandRidge (and any of its Affiliates) may at any time, and from time to time sell, but only in accordance with the terms of the Conveyances, a divided or undivided portion of its interests in the Underlying Properties, free from and unburdened by the Royalty Interests, without the consent of the Trustee or the Trust Unitholders except as set forth below; provided the following conditions are met:

 

(i)            the Trust receives Fair Value in the form of cash for the Royalty Interests to be released by the Trustee in connection with the sale of the Underlying Properties;

 

(ii)           the aggregate Fair Value to be received by the Trust with respect to such Royalty Interests to be released by the Trustee and any other Royalty Interests previously released by the Trustee pursuant to this Section 3.02(b) during the most recently completed 12 calendar months would not exceed $5,000,000; and

 

(iii)          the Trustee shall have received (A) in the event that the gross purchase price to be received by SandRidge for the sale of Underlying Properties in a single transaction or a series of related transactions is less than $5,000,000, a certificate from SandRidge, executed by the Chief Executive Officer, President or any Vice President thereof, certifying to the Trustee and the Trust that the cash proceeds to be received by the Trust in respect of the Royalty Interests to be released in connection with the sale of such Underlying Properties represents the Fair Value to the Trust for such Royalty Interests (and the Trustee is hereby authorized and directed to rely thereon) or (B) in the event that the gross purchase price to be received by SandRidge for the sale of Underlying Properties in a single transaction or a series of related transactions is more

 

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than $5,000,000, at the expense of SandRidge, an appraisal of such Underlying Properties from an independent appraiser in the business of evaluating or appraising oil and/or natural gas properties selected by mutual agreement of SandRidge and the Trustee, which appraisal confirms that the cash proceeds to be received by the Trust in respect of the Royalty Interests to be released in connection with the sale of such Underlying Properties represents the Fair Value to the Trust for the Royalty Interests to be released by the Trust in connection therewith (and the Trustee is hereby authorized and directed to rely thereon). Notwithstanding the foregoing, any sale of Underlying Properties pursuant to this Section 3.02(b), in a single transaction or a series of related transactions, where the gross purchase price to be received by SandRidge is greater than $5,000,000 shall require approval by the vote of a Unit Majority.

 

(c)                                  In the event that a portion of the Royalty Interests is to be released pursuant to Section 3.02(b) of this Agreement, upon receipt of (i)  an accurate description of said portion of the Royalty Interests and (ii) sufficient information to evidence conclusively that the conditions to purchase referred to in Section 3.02(b) and in the applicable section of the Conveyances have been satisfied, then within a reasonable time thereafter, and upon advice of such experts as may be retained by the Trustee with the written consent of SandRidge, the Trustee shall execute and deliver a conveyance to SandRidge or its assignee covering said Royalty Interests and upon receipt of written notice of such a sale given by SandRidge, the Trustee shall execute and deliver at the closing of such sale a partial release and consent, and such other instruments, agreements and documents as SandRidge may reasonably request, to evidence or effect the transfer of such portion of SandRidge’s interests in the Underlying Properties, free from, and unburdened by, the Royalty Interests. Except as provided herein, any other sale of all or any portion of the Underlying Properties will not relieve SandRidge of its obligations with respect to the Royalty Interests.

 

(d)                                 In addition to the transfers permitted by Section 3.02(b) and subject to the terms of the Conveyances, SandRidge (and any of its Affiliates) may at any time or from time to time after the Drilling Obligation Completion Date, without the consent of the Trust Unitholders, sell a divided or undivided portion of its interest in the Underlying Properties, provided, however, that such sale is subject to and burdened by the Royalty Interests that burden such portion of SandRidge’s (or such Affiliate’s) interest. Promptly after completion of any such sale, SandRidge shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of SandRidge (or such Affiliate) to the extent of the interest sold and shall be bound by the obligations of SandRidge (or such Affiliate) under this Agreement and the Conveyances to such extent.

 

(e)                                  Subject to the terms of the Development Agreement, SandRidge may, at its option at any time prior to the Drilling Obligation Completion Date, cause the Trust to execute, acknowledge and deliver to SandRidge a recordable instrument (reasonably acceptable to SandRidge) that releases from the Royalty Interests and each Conveyance portions of the Subject Interests (as defined in the Development Agreement) in connection with SandRidge’s (or any of SandRidge’s Affiliate’s) exchange of such Subject Interests for certain other properties. Such other properties shall then become part of the Royalty Interests pursuant to the Conveyances. However, any such exchange of properties shall be subject to the conditions set forth in the Development Agreement. The Trustee shall accept any such certification from SandRidge and

 

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any such exchange of Subject Interests for other properties as contemplated by this subsection 3.02(e) without any duty to investigate or otherwise review or pass upon the accuracy of any such certification or reasonableness of any such exchange. The Trustee is authorized and directed to rely, and shall be fully protected in relying, on any such certification from SandRidge.

 

(f)                                    Subject to the terms of the Development Agreement and the Drilling Mortgages, if SandRidge does not achieve the Total Drilling Target (as defined in the Development Agreement) on or prior to December 31, 2016 in accordance with the terms of the Development Agreement, the Trust is authorized, in the Trustee’s sole discretion, to pursue any and all remedies available to it pursuant to Article III of the Drilling Mortgages for the occurrence of a default under Section 3.1(a) of the Drilling Mortgages, and any Mortgaged Properties (as such term is defined (including the limitations and exclusions in such definition) in the Drilling Mortgages) acquired by the Trust as a result of the exercise of any such remedies shall automatically be added to the Trust Estate.  The Trust is further authorized, in the Trustee’s sole discretion, to (i) exercise any of the remedies available under the Drilling Mortgages, (ii) negotiate any arrangements with SandRidge and SandRidge E&P in connection with any default under the Drilling Mortgages, (iii) negotiate and consummate the sale of any of the Mortgaged Properties as contemplated by the Drilling Mortgages, and (iv) negotiate, execute and deliver an agreement with another person to complete all or a portion of the Total Drilling Target, and the Trust may, in connection with any such agreement, sell or transfer such portion of the Trust Estate as is reasonably required to compensate such person to complete such portion of the Total Drilling Target.  For the avoidance of doubt, no sale or transfer of any portion of the Trust Estate pursuant to this Section 3.02(f) shall require the approval of the Trust Unitholders.

 

(g)                                 Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Royalty Interests or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated as other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 9.03 hereof, or to distribute the Quarterly Cash Distribution Amount or Sales Proceeds Amount pursuant to Section 3.15 hereof, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.

 

Section 3.03.                                       No Power to Engage in Business or Make Investments or Issue Additional Securities. Neither the Trustee nor the Delaware Trustee shall cause or permit the Trust to (a) acquire any asset other than the assets conveyed or transferred to the Trust pursuant to Section 2.03 or Section 3.02(e), the rights of the Trust to enforce the terms and provisions of the Transaction Documents to which it is a party, and other amounts paid to the Trust as set forth herein, or (b) engage in any business or investment activity of any kind whatsoever, except for the activities permitted herein or issue Trust Units or other securities after the Closing Date (except that the Trustee may deliver the Overallotment Option Units in accordance with Section 2.03(b) of this Agreement). Neither the Trustee nor the Delaware Trustee shall have any responsibility or authority relating to the development or operations of the Underlying Properties or the marketing of any production therefrom or, except as contemplated hereby, any other business decision affecting the assets of the Trust.

 

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Section 3.04.                                       Interest on Cash Reserves. Cash being held by the Trustee as a reserve for a payment of the Quarterly Cash Distribution Amount or Sales Proceeds Amounts or for the payment of any liabilities, other than current routine administrative costs, shall be placed by the Trustee with one or more banks or financial institutions (which, to the extent to which authorized pursuant to the Trust Act and other applicable laws, may be, or may include, any bank serving as the Trustee or the Delaware Trustee) and invested in (a) money market funds that invest only in United States government obligations, (b) interest bearing obligations issued by (or unconditionally guaranteed by) the United States of America or any agency or instrumentality thereof (provided such agency or instrumentality obligations are guaranteed by the full faith and credit of the United States of America), (c) repurchase agreements secured by obligations qualifying under (b) above or (d) certificates of deposit of any bank or banks having combined capital, surplus and undivided profits in excess of $100,000,000 that, in the case of (b), (c) and (d) above, mature prior to the date on which such Quarterly Cash Distribution Amount or any Sales Proceeds Amount is to be distributed or any such liability is to be paid; provided, however, that cash reserves being held by the Trustee for payment of the Quarterly Cash Distribution Amount or Sales Proceeds Amount on the next Quarterly Payment Date may be held in a non-interest bearing account or accounts.  Any government obligation, repurchase agreement or certificate of deposit held by the Trustee shall be held until maturity. The interest rate on reserves placed with any bank or financial institution serving as the Trustee or the Delaware Trustee shall be the interest rate that such bank pays in the normal course of business on amounts placed with it, taking into account the amount involved, the period held and other relevant factors. Subject to Section 6.01, the Trustee shall not be liable for its selection of permitted investments or for any investment losses resulting from such investments. Notwithstanding anything herein to the contrary, the Delaware Trustee shall not be obligated to accept any such cash or other assets for investment or otherwise. To the extent that the Delaware Trustee decides in its sole and absolute discretion to accept cash for investment pursuant to this Section 3.04, the Delaware Trustee shall invest such cash pursuant to the written instructions of the Trustee, and the Delaware Trustee shall not be liable to the Trust for any losses resulting from such investments absent its own fraud or acts or omissions in bad faith, or which constitute willful misconduct or gross negligence.

 

Section 3.05.                                       Power to Settle Claims. Subject to the rights and obligations of the Tax Matters Partner under Subsection 6(c) of Annex A hereto, the Trustee is authorized to prosecute or defend, and to settle by arbitration or otherwise, any claim of or against the Trustee, the Trust or the Trust Estate, to waive or release rights of any kind, to settle any dispute with SandRidge or any other Person, and to pay or satisfy any debt, tax or claim upon any evidence by it deemed sufficient, without the joinder or consent of any Trust Unitholder, including enforcing the rights of the Trust under the Transaction Documents to which it is a party. The Trust Unitholders shall have no power to prosecute any claim of the Trust or the Trust Estate against any Person other than to prosecute a claim to compel performance by the Trustee on behalf of the Trust or the Trust Estate.

 

Section 3.06.                                       Power to Contract for Services. In the administration of the Trust, the Trustee is empowered to employ oil and natural gas consultants (which may include the Independent Reserve Engineers), accountants (with the consent of SandRidge, which consent shall not be unreasonably withheld or delayed), attorneys (who may, but need not, be counsel to SandRidge) and other professional and expert Persons, to employ or contract for clerical and

 

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other administrative assistance (including assistance from SandRidge), to delegate to Agents any matter, whether ministerial or discretionary, and to act through such Agents and to make payments of all fees for services or expenses in any manner thus incurred out of the Trust Estate.

 

Section 3.07.                                       Payment of Liabilities of Trust.

 

(a)                                  Except as otherwise provided herein, the Trustee may and shall use all money received by it for the payment or reimbursement of all liabilities of the Trust, including but without limiting the generality of the foregoing, all expenses, taxes, compensation to it for its services hereunder, as provided for in Article VII, and compensation to such parties as may be employed as provided for in Section 3.06 hereof. With respect to any liability that is contingent or uncertain in amount or any anticipated liability that is not currently due and payable, the Trustee may, but is not obligated to, establish a cash reserve for the payment of such liability.  Except to the extent permitted under applicable law, the Trustee shall not pay any liability of the Trust with funds set aside for the payment of a Quarterly Cash Distribution Amount or Sales Proceeds Amount; provided, however, that this provision shall have no application to any exercise of rights by a creditor of the Trust, including any such exercise of rights that results in any such creditor taking control of funds held by the Trust, including any such funds set aside for the payment of a Quarterly Cash Distribution Amount or Sales Proceeds Amount, and the Trustee shall incur no liability for any such action by any such creditor.

 

(b)                                 The Trustee shall be entitled to withhold up to $1.0 million from the Quarterly Cash Distribution Amount for the Quarterly Period ending March 31, 2012 to establish a cash reserve (the “Special Reserve”) available to the Trustee to pay or reimburse liabilities and expenses of the Trust, if and to the extent that the Trust’s cash on hand is insufficient to pay such liabilities and expenses as they become due. If at any time the cash on hand (including the Special Reserve and any other cash reserves) and to be received by the Trustee and available to pay liabilities is not, or will not be, in the judgment of the Trustee, sufficient to pay liabilities of the Trust as they become due, the Trustee is authorized to cause the Trust to borrow the funds required to pay such liabilities. The Trustee may cause the Trust to borrow funds for such purpose from any Person, including, without limitation, the Bank while serving as Trustee or any other Entity serving as a fiduciary hereunder, on an unsecured basis only; provided, however, that neither the Bank nor any other Entity shall be required to make any such loan. Under no circumstances shall the Trustee or the Delaware Trustee be personally liable for any indebtedness or other liability of the Trust. If such funds are loaned to the Trust by the Trustee or any other such Entity while the Trustee or such other Entity is serving as a fiduciary hereunder, the terms of such indebtedness shall be similar to the terms which the Trustee or such other Entity would grant to a similarly situated commercial customer with whom it did not have, directly or indirectly, a fiduciary relationship, and the Trustee or such other Entity shall be entitled to enforce its rights with respect to any such indebtedness as if it were not, directly or indirectly, and had never been, directly or indirectly, the Trustee or a fiduciary hereunder.

 

(c)                                  If at any time the Trust’s cash on hand (including available cash reserves) is insufficient to pay the Trust’s ordinary course administrative expenses as they become due, SandRidge will, upon written request of the Trustee, loan funds to the Trust in such amount as the Trustee certifies is necessary to pay such Trust expenses. Any funds loaned by SandRidge

 

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pursuant to this Section 3.07(c) shall be limited to the payment of the Trust’s current accounts payable or other obligations to trade creditors in connection with obtaining goods or services or the payment of other Trust accrued current liabilities arising in the ordinary course of the Trust’s business, and shall not be used to satisfy any indebtedness of the Trust. Any loan made by SandRidge to the Trust pursuant to this Section 3.07(c) shall: (i) be evidenced by a written promissory note executed by the Trustee on behalf of the Trust, (ii) be on an unsecured basis, (iii) have a maturity date no later than the Liquidation Date, (iv) have terms (including interest rate) that are no less favorable to SandRidge as those that would be obtained in an arms’ length transaction between SandRidge and an unaffiliated third party; and (v) be without recourse to the Trustee and the Bank, it being agreed that any such note shall be payable solely out of the assets of the Trust.

 

(d)                                 In the event that the Trustee uses funds from the Special Reserve, or causes the Trust to borrow funds, in each case to pay or reimburse liabilities and expenses of the Trust, no further distributions will be made to Trust Unitholders (except in respect of any previously determined Quarterly Cash Distribution Amount or Sales Proceeds Amount) until the Special Reserve is fully replenished and any indebtedness created by such borrowings, including interest thereon, has been paid in full; provided, that only in the case of loans made by SandRidge pursuant to Section 3.07(c), distributions may be made to Trust Unitholders before such loan has been paid in full if SandRidge consents in writing to the making of such distribution.

 

(e)                                  No provision of this Trust Agreement shall require either the Delaware Trustee, the Trustee or any other Entity serving as a fiduciary hereunder, to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. In any event, the Trustee and the Delaware Trustee or any other Entity serving as fiduciary hereunder, shall be indemnified and held harmless by SandRidge in accordance with Section 6.02 of this Trust Agreement for any liability incurred in the performance of any of its duties hereunder. In no event shall the Trustee be responsible for the payment of any Quarterly Cash Distribution Amount or Sales Proceeds Amount or other amount except to the extent that it has sufficient cash on hand on behalf of the Trust to make such payment.

 

Section 3.08.                                       Income and Principal. The Trustee shall not be required to keep separate accounts or records for income and principal. However, if the Trustee does keep such separate accounts or records, then the Trustee is authorized to treat all or any part of the receipts from the Royalty Interests or the Derivatives Agreement as income or principal, without having to maintain any reserve therefor, and in general to determine all questions as between income and principal and to credit or charge to income or principal or to apportion between them any receipt or gain and any charge, disbursement or loss as is deemed advisable under the circumstances of each case.

 

Section 3.09.                                       Term of Contracts. In exercising the rights and powers granted hereunder, the Trustee is authorized to make the term of any transaction or contract or other instrument extend beyond the term of the Trust to the extent necessary to fulfill its obligations under this Agreement.

 

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Section 3.10.                                       Transactions with the Trustee or the Delaware Trustee. To the extent such conduct is not prohibited by applicable law and except as otherwise provided herein, each of the Trustee and the Delaware Trustee is authorized in exercising its powers under this Agreement to make contracts and have dealings with itself or its Affiliates, directly and indirectly, in any other fiduciary or individual capacity.

 

Section 3.11.                                       No Security Required. No Trustee hereunder shall be required to furnish any bond or security of any kind.

 

Section 3.12.                                       Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses.

 

(a)                                  The Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all applicable rules, orders and regulations of the Commission and the national securities exchange on which the Common Units are listed or admitted for quotation, to which the Trust is subject as a result of the Common Units being registered under the Exchange Act and listed or admitted for quotation on such national securities exchange, and to take all such other reasonable actions necessary for the Common Units to remain registered under the Exchange Act and listed on such national securities exchange until the Trust is terminated. In addition, the Trustee is authorized to make, and the Trustee shall take, all actions to prepare and, to the extent required by this Agreement or by law, mail to Trust Unitholders any reports, press releases or statements, financial or otherwise, that the Trustee determines are required to be provided to Trust Unitholders by applicable law or governmental regulation or the requirements of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading. In addition, the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all of the provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission related thereto, including but not limited to, establishing, evaluating and maintaining a system of disclosure controls and procedures and internal control over financial reporting and making all required certifications pursuant to the Sarbanes-Oxley Act and the rules and regulations of the Commission.

 

(b)                                 The Trustee shall execute, by and on behalf of the Trust, any documents incidental or related to the objectives specified in Section 3.12(a).

 

(c)                                  The Trust is hereby authorized and empowered to take all steps, make all filings and applications and pay all fees necessary, customary or appropriate to the accomplishment of the objectives set forth in Section 3.12(a).

 

(d)                                 Except as otherwise provided in Article VI of this Agreement, the fees, charges, expenses, disbursements and other costs incurred by the Trustee or the Delaware Trustee in connection with the discharge of its duties pursuant to this Agreement, including, without limitation, trustee fees, engineering, audit, accounting and legal fees, printing and mailing costs, amounts reimbursed or paid to SandRidge pursuant to Section 3.06 or Section 7.02 hereof, and the fees and expenses of legal counsel for the Trustee, the Delaware Trustee, and the Trust (including legal fees and expenses incurred by the Trustee or the Delaware Trustee in connection with the formation of the Trust and issuance of Trust Units), shall be paid out of the Trust Estate

 

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as an administrative expense of the Trust; provided, however, that the Trustee’s and the Delaware Trustee’s acceptance fees shall, to the extent previously paid by SandRidge, be reimbursed to SandRidge. All other organizational expenses of the Trust will be paid by SandRidge, and SandRidge shall not be entitled to reimbursement thereof.

 

Section 3.13.                                       Reserve Report. The Trustee shall cause a reserve report to be prepared by or for the Trust by the Independent Reserve Engineers as of December 31 of each year in accordance with criteria established by the Commission showing estimated proved oil and natural gas reserves attributable to the Royalty Interests as of December 31 of such year and other reserve information required to comply with Section 5.03 of this Agreement. SandRidge, to the extent it is the operator of the Underlying Properties, shall use commercially reasonable efforts to cooperate with the Trust and the Independent Reserve Engineers in connection with the preparation of any such reserve report, and to the extent it is not operator of the Underlying Properties and has not sold its interest in the same pursuant to Section 3.02(d), shall use commercially reasonable efforts to obtain and provide to the Trustee and the Independent Reserve Engineers such information as may be reasonably necessary in connection with the preparation of the reserve report. The Trustee and SandRidge shall use commercially reasonable efforts to cause each reserve report prepared pursuant to this Section 3.13 to be completed and delivered to them within 30 days after the effective date of the report or such shorter period as may be required to enable the Trustee to comply with the provisions of Section 5.03.

 

Section 3.14.                                       No Liability for Recordation. SandRidge shall be solely responsible, and the Trustee and the Delaware Trustee shall have no responsibility, for the filing of the Conveyances, the Drilling Mortgages in the real property records of any jurisdiction in which the Underlying Properties are located. Neither the Trustee, the Delaware Trustee, the Bank nor any of their respective Agents shall be liable to the Trust Estate or any Trust Unitholder for any loss, claim or damage resulting from, or arising out of, the failure to file, or failure to properly file, the Conveyances and the Drilling Mortgages in any real property records of any jurisdiction. SandRidge shall deliver file-stamped copies of such documents showing the recording information to the Trustee reasonably promptly after recording such documents.

 

Section 3.15.                                       Quarterly Cash and Other Distributions.

 

(a)                                  On or before each Quarterly Payment Date, the Trustee shall pay the Quarterly Cash Distribution Amount in respect of the Quarterly Period to which such Quarterly Payment Date relates, regardless of the source or character of the assets to be distributed, in the following order of priority:

 

(i)                                     During the Subordination Period:

 

(A)                              First, 100% to the Common Unitholders on a pro rata basis with respect to each Common Unit until there has been distributed with respect to each Common Unit for such quarterly period an amount equal to the Subordination Threshold for such Quarterly Period;

 

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(B)                                Second, 100% to the Subordinated Unitholders on a pro rata basis with respect to each Subordinated Unit until there has been distributed with respect to each Subordinated Unit for such quarterly period an amount equal to the Subordination Threshold for such Quarterly Period;

 

(C)                                Third, 100% to the Trust Unitholders on a pro rata basis with respect to each Trust Unit until aggregate per Unit distributions to holders of Trust Units for such Quarterly Period equal the Incentive Threshold for such Quarterly Period; and

 

(D)                               Thereafter, (x) 50% to SandRidge (such amounts, “Incentive Distributions”) and (y) 50% to the Trust Unitholders on a pro rata basis with respect to each Trust Unit.

 

(ii)                                  After the Subordination Period, 100% to the holders of Common Units (including Subordinated Units converted to Common Units) on a pro rata basis with respect to each Common Unit.

 

(b)                                 The Trustee shall distribute 100% of all Sales Proceeds Amounts to the Trust Unitholders on a pro rata basis on the Quarterly Payment Date following the Quarterly Period in which such sale occurred.

 

(c)                                  All distributions made by the Trustee under this Section 3.15 to Trust Unitholders shall be made to the holders of record of the applicable Trust Units on the Quarterly Record Date and SandRidge, as applicable.

 

Section 3.16.                                       Conversion of Subordinated Units to Common Units.  At the expiration of the Subordination Period, all Subordinated Units shall automatically convert to Common Units on a one-for-one basis.

 

Section 3.17.                                       Entity-Level Taxation. If legislation is enacted or the official interpretation of existing legislation is modified by a governmental authority, which after giving effect to such enactment or modification, results in the Trust becoming subject to U.S. federal, state or local or non-U.S. income or withholding taxes in excess of the amount of such taxes due from the Trust prior to such enactment or modification (including, for the avoidance of doubt, any increase in the rate of such taxation applicable to the Trust), then the Trustee may, in its sole discretion, reduce the Target Distribution by the amount of such income or withholding taxes that are payable by reason of any such new legislation or interpretation (the “Incremental Income Tax”), or any portion thereof selected by the Trustee, in the manner provided in this Section 3.17. If the Trustee elects to reduce the Target Distribution for any Quarterly Period with respect to all or a portion of the Incremental Income Taxes, the Trustee shall estimate for such Quarterly Period the Trust’s liability (the “Estimated Incremental Quarterly Tax Amount”) for all (or the relevant portion of) such Incremental Income Taxes; provided, that any difference between such estimate and the actual liability for Incremental Income Taxes (or the relevant portion thereof) for such Quarterly Period may, to the extent determined by the Trustee, be taken into account in determining the Estimated Incremental Quarterly Tax Amount with respect to each Quarterly Period in which any such difference can be determined. For each such Quarterly Period, the Target Distribution shall be the product

 

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obtained by multiplying (a) the amount therefor that is set out herein prior to the application of this Section 3.17 times (b) the quotient obtained by dividing (i) cash and cash equivalents available for distribution with respect to such Quarterly Period by (ii) the sum of cash and cash equivalents available for distribution with respect to such Quarterly Period and the Estimated Incremental Quarterly Tax Amount for such Quarterly Period, as determined by the Trustee. For purposes of the foregoing, cash and cash equivalents available for distribution with respect to a Quarterly Period will be deemed reduced by the Estimated Incremental Quarterly Tax Amount for that Quarterly Period. After reducing the Target Distribution in accordance with this Section 3.17, the Subordination Threshold shall be adjusted to 80% of the reduced Target Distribution and the Incentive Threshold shall be adjusted to 120% of the reduced Target Distribution.

 

ARTICLE IV
TRUST UNITS AND BENEFICIAL INTEREST

 

Section 4.01.                                       Creation.

 

(a)                                  Ownership of the Beneficial Interest shall be divided into [·] Trust Units, of which [·] shall be Common Units and [·] shall be Subordinated Units.

 

(b)                                 The Trust Unitholders shall be the sole beneficial owners of the Trust Estate and the Trust.  The Trust Units shall initially be uncertificated and ownership thereof evidenced by entry of a notation in an ownership ledger maintained for such purpose by the Trustee or a transfer agent designated by the Trustee.

 

Section 4.02.                                       Rights of Trust Unitholders; Limitation on Personal Liability of Trust Unitholders. Each Trust Unit shall represent a pro rata share of the Beneficial Interest and shall entitle its holder to participate pro rata, subject to the distinctions between Subordinated Units and Common Units provided in Section 3.15 hereof, in the rights and benefits of Trust Unitholders under this Agreement. A Trust Unitholder (whether by assignment or otherwise) shall take and hold each Trust Unit subject to all the terms and provisions of this Agreement which shall be binding upon and inure to the benefit of the successors, assigns, legatees, heirs and personal representatives of such Trust Unitholder. By an assignment or a transfer of one or more Trust Units, the assignor thereby shall, with respect to such assigned or transferred Trust Unit or Trust Units, part with, except as required by federal or state tax laws and as provided in Section 4.03 hereof in the case of a transfer after a Quarterly Record Date and prior to the corresponding Quarterly Payment Date, (a) all of its Beneficial Interest attributable to such Trust Unit or Trust Units and (b) all interests, rights and benefits of a Trust Unitholder under the Trust and this Agreement that are attributable to such Trust Unit or Trust Units as against all other Trust Unitholders, the Trust and the Trustee, including, without limiting the generality of the foregoing, any and all rights to receive cash distributions pursuant to Section 3.15 with respect to the Trust Units so assigned or transferred, for any Quarterly Period or Quarterly Periods subsequent to the Quarterly Period that relates to the last Quarterly Record Date on which the assignor owned such Trust Units. The Trust Units and the rights, benefits and interests evidenced thereby (including, without limiting the foregoing, the entire Beneficial Interest) are and, for all purposes, shall be construed, to be in all respects intangible personal property, and the Trust Units shall be bequeathed, assigned,

 

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disposed of and distributed as intangible personal property. No Trust Unitholder shall have legal title or a direct ownership interest in or to any real property interest or tangible personal property interest that may be considered a part of the Trust Estate, including, without limiting the foregoing, the Royalty Interests or any part thereof, or in or to any other asset of the Trust Estate, but the sole interest of each Trust Unitholder shall be his pro rata share of the Beneficial Interest. No Trust Unitholder shall have the right to call for or demand or secure any partition or distribution of the Royalty Interests or any other asset of the Trust Estate or any accounting during the continuance of the Trust or during the period of liquidation and winding up of the Trust under Section 9.03 of this Agreement. Pursuant to Section 3803(a) of the Trust Act, the Trust Unitholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

 

Section 4.03.                                       Effect of Transfer. As to matters affecting the title, ownership, warranty or transfer of Trust Units, Article 8 of the Uniform Commercial Code and the Uniform Act for Simplification of Fiduciary Security Transfers, each as adopted and then in force in the State of Delaware, and other statutes and rules pertaining to the transfer of securities, each as adopted and then in force in the State of Delaware, shall govern and apply. The death of any Trust Unitholder shall not entitle the Transferee of such Trust Unitholder to an accounting or valuation for any purpose pursuant to the terms hereof.

 

Section 4.04.                                       Determination of Ownership. In the event of any disagreement between Persons claiming to be Transferees of any Trust Unit, or in the event of any question on the part of the Trustee when presented with a request for transfer of a Trust Unit, that the Trustee believes is not fully resolved by opinions of counsel or other documents obtained in connection therewith, then, in addition to other rights that it may have under applicable law, the Trustee shall be entitled at its option to refuse to recognize any such claim so long as such disagreement or question shall continue. In so refusing, the Trustee may elect to refrain or refuse to act with respect to the interest represented by the Trust Unit involved, or any part thereof, or of any sum or sums of money accrued or accruing thereunder, and, in so doing, the Trustee shall not be or become liable to any Person for the failure or refusal of the Trustee to comply with such conflicting claims or requests for transfer, and shall be entitled to continue so to refrain and refuse so to act, until:

 

(a)                                  the rights of the adverse claimants or the questions of the Trustee have been adjudicated by a final nonappealable judgment of a court assuming and having jurisdiction of the parties and the interest and money involved, or

 

(b)                                 all differences have been resolved by valid agreement between said parties and the Trustee shall have been notified thereof in writing signed by all of the interested parties.

 

Section 4.05.                                                Transfer Agent    The Trustee may serve as transfer agent or may designate a transfer agent at any time.  The initial transfer agent shall be American Stock Transfer & Trust Company, LLC.  The Trustee may dismiss the transfer agent and designate a successor transfer agent at any time with or without reason.  Any entity serving as transfer agent shall be entitled to payment of its fees in accordance with the terms of its engagement.

 

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ARTICLE V
ACCOUNTING AND DISTRIBUTIONS; REPORTS

 

Section 5.01.                                       Fiscal Year and Accounting Method. The Trust shall adopt the calendar year as its fiscal year and shall maintain its books on an appropriate basis to comply with Sections 5.03 and 5.04, except to the extent such books must be maintained on any other basis pursuant to applicable law or pursuant to Annex A.

 

Section 5.02.                                       Quarterly Cash Distribution Amount. On or prior to the Quarterly Record Date, the Trustee shall, in the manner required by the rules of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading, communicate to the Trust Unitholders the amount of the Quarterly Cash Distribution Amount and the Sales Proceeds Amount, if any, for the relevant Quarterly Period.

 

Section 5.03.                                       Reports to Trust Unitholders and Others.

 

(a)                                 Within 45 days following the end of each of the first three Quarterly Periods of each calendar year (or such shorter period of time as may be required by the rules and regulations of the Commission adopted with respect to the Exchange Act or of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading), the Trustee shall mail to each Person who was a Trust Unitholder of record on the Quarterly Record Date for such Quarterly Period a report, which may be a copy of the Trust’s Quarterly Report on Form 10-Q under the Exchange Act, which shall show in reasonable detail the assets and liabilities and receipts and disbursements of the Trust for such Quarterly Period; provided, however, the obligation to mail a report to each Trust Unitholder of record shall be deemed to be satisfied if the Trustee files a copy of the Trust’s Quarterly Report on Form 10-Q on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system maintained by the Commission or any successor system or otherwise makes such report publicly available on an Internet website that is generally accessible to the public.

 

(b)                                 Within 90 days following the end of each fiscal year (or such shorter period of time as may be required by the rules and regulations of the Commission adopted with respect to the Exchange Act or of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading), the Trustee shall mail to each Person who was a Trust Unitholder of record on a date to be selected by the Trustee an annual report, containing financial statements audited by an independent registered public accounting firm selected by the Trustee, plus such annual reserve information regarding the Royalty Interests as may be required by the rules and regulations of the Commission; provided, however, the obligation to mail a report to each Trust Unitholder of record shall be deemed to be satisfied if the Trustee files a copy of the Trust’s Annual Report on Form 10-K on the EDGAR system maintained by the Commission or any successor system or otherwise makes such report publicly available on an Internet website that is generally accessible to the public.

 

(c)                                  Notwithstanding any time limit imposed by Section 5.03(a) and (b), if, due to a delay in receipt by the Trustee of information necessary for preparation of a report or reports required by such sections, the Trustee shall be unable to prepare and mail such report or reports

 

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within such time limit, the Trustee shall prepare and mail such report or reports as soon thereafter as practicable.

 

Section 5.04.                                       Reports from SandRidge to the Trustee. Promptly following each of the first three Quarterly Periods and following the completion of each fiscal year, SandRidge shall deliver to the Trustee a statement of the computation of the proceeds for such Quarterly Period or fiscal year, as the case may be, as well as an update on the number of Development Wells that have been drilled pursuant to the Development Agreement (identifying such Development Wells) and production information for such period.

 

Section 5.05.                                       U.S. Federal Income Tax Provisions. The U.S. federal income tax provisions set forth in Annex A (the “Tax Provisions”) are intended to comply with U.S. federal income tax law governing the allocation of items of income, gain, loss and deduction of the Trust (in its status as a partnership for tax purposes) and the maintenance of the capital accounts of the Trust Unitholders and are incorporated herein by reference. Any conflict between the provisions of this Agreement and the Tax Provisions shall be governed by the Tax Provisions to the extent of such conflict.  In the event this Agreement is silent regarding a matter that is explicitly addressed in the Tax Provisions, the Tax Provisions shall prevail.

 

ARTICLE VI
LIABILITY OF DELAWARE TRUSTEE AND TRUSTEE AND
METHOD OF SUCCESSION

 

Section 6.01.                                       Liability of Delaware Trustee, Trustee and Agents.

 

(a)                                 Except as expressly set forth in this Agreement, none of the Trustee or the Delaware Trustee shall have any duties or liabilities, including fiduciary duties, to the Trust or any Trust Unitholder. To the extent that, at law or in equity, the Trustee and the Delaware Trustee have duties, including fiduciary duties, and liabilities relating thereto to the Trust or any Trust Unitholder, the Trustee and the Delaware Trustee shall not be liable to the Trust or to any Trust Unitholder for its good faith reliance on the provisions of this Agreement. For the avoidance of doubt, to the fullest extent permitted by law, no person other than the Trustee and the Delaware Trustee shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Trust Unitholder or any other Person. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Trustee or the Delaware Trustee or any other Person otherwise existing at law or in equity are agreed by the parties hereto and the Trust to replace such other duties and liabilities of the Trustee, the Delaware Trustee and such other Persons.

 

(b)                                 Notwithstanding any other provision of this Agreement, each of the Delaware Trustee and the Trustee, in carrying out its powers and performing its duties, may act directly or in its discretion (at the expense of the Trust) through Agents pursuant to agreements entered into with any of them, and each of the Delaware Trustee and the Trustee shall be liable only for (i) its own willful misconduct, (ii) acts or omissions in bad faith or that constitute gross negligence, and (iii) taxes, fees or other charges based on any fees, commissions or compensation received by it in connection with any of the transactions contemplated by this Agreement, and shall not otherwise be liable under any circumstances whatsoever, including but not limited to any act or

 

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omission of any Agent unless such Entity has acted with willful misconduct, in bad faith or with gross negligence in the selection, retention or supervision of such Agent. Notwithstanding any other provision of this Agreement, each Agent of the Delaware Trustee and the Trustee (including SandRidge and any of its Affiliates when acting as such), in carrying out its powers and performing its duties, may act directly or in its discretion (at the expense of the Trust) through its own agents and shall not otherwise be liable for any act or omission unless such Agent has acted with willful misconduct, in bad faith or with gross negligence. Neither the Trustee nor the Delaware Trustee shall have any liability to any Persons other than the Trust or the Trust Unitholders in accordance with Section 3803 of the Trust Act and, for the avoidance of any doubt, neither shall have any liability hereunder to the Trust Unitholders absent (i) its own willful misconduct or (ii) acts or omissions in bad faith or which constitute gross negligence. No Trustee or Delaware Trustee shall be individually liable by reason of any act or omission of any other Trustee or Delaware Trustee.  Except in the event of a claim brought against the Trustee or the Delaware Trustee for willful misconduct, acts or omissions in bad faith or gross negligence, all Persons that have any claim against the Trustee or the Delaware Trustee by reason of the transactions contemplated by this Agreement or any other agreement or instrument related to the Trust shall look only to the Trust’s property for payment or satisfaction thereof.  In the event of a claim brought against the Delaware Trustee or the Trustee for willful misconduct, acts or omissions in bad faith or gross negligence, their “management liability” insurance coverages (that is, directors & officers liability and crime insurance coverages) shall be primary to, and non-contributing with, any other insurance maintained by the Trust Unitholders.

 

(c)                                  Each of the Delaware Trustee and the Trustee, and each Agent of the Delaware Trustee or the Trustee (including SandRidge and any of its Affiliates when acting as such), shall be protected in relying or reasonably acting upon any notice, certificate, opinion or advice of counsel or tax advisor; report of independent registered public accounting firm, petroleum engineer, geologist, auditor or other expert. In addition, each of the Delaware Trustee and the Trustee, and each Agent of the Delaware Trustee or the Trustee (including SandRidge and any of its Affiliates when acting as such) shall be protected in relying or reasonably acting upon any other document or instrument reasonably believed by such entity or Person to be true and accurate. Each of the Delaware Trustee and the Trustee, and each Agent of the Delaware Trustee or the Trustee (including SandRidge and any of its Affiliates when acting as such), is specifically authorized to rely upon the application of Article 8 of the Uniform Commercial Code, the application of the Uniform Act for Simplification of Fiduciary Security Transfers and the application of other statutes and rules with respect to the transfer of securities, each as adopted and then in force in the State of Delaware, as to all matters affecting title, ownership, warranty or transfer of the Trust Units, without any personal liability for such reliance, and the indemnity granted under Section 6.02 of this Agreement shall specifically extend to any matters arising as a result thereof. Further, and without limiting the foregoing, each of the Delaware Trustee and the Trustee is specifically authorized and directed to rely upon the validity of each of the Conveyances and the title held by the Trust in the Royalty Interests pursuant thereto and the validity of the Derivatives Agreement and Direct Hedge Contracts, and is further specifically authorized and directed to rely upon opinions of counsel in the States of Oklahoma and Kansas, as applicable, where the Underlying Properties are located, and on any notice, certificate or other statement of SandRidge or information furnished by SandRidge without any liability in any capacity for such reliance.

 

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Section 6.02.                                       Indemnification of Trustee or Delaware Trustee.

 

(a)                                 The Trustee and the Delaware Trustee, as well as each of their respective Agents (including SandRidge and any of its Affiliates when acting as such) and Affiliates, shall be indemnified and held harmless by, and receive reimbursement from, the Trust against and from any and all liabilities, obligations, actions, suits, costs, expenses, claims, damages, losses, penalties, taxes, fees and other charges (collectively, “Expenses,” excluding, however, any taxes and fees payable by the Trustee and the Delaware Trustee based on any fees, commissions or compensation received by the Trustee and the Delaware Trustee for their services hereunder) incurred by it individually in the administration of the Trust, or as a result of any act done or performed or omission occurring on account of its being Trustee or Delaware Trustee (or such Agent or Affiliate), as applicable, except such Expenses as to which it is liable under Section 6.01 of this Agreement. Each of the Trustee and the Delaware Trustee shall have a lien upon the Trust Estate for payment of such indemnification and reimbursement (including, without limitation, repayment of any funds borrowed from any Entity serving as a fiduciary hereunder), as well as for compensation to be paid to such Entity, in each case entitling such Entity to priority as to payment thereof over payment to any other Person under this Agreement. Neither the Trustee, the Delaware Trustee, nor any of their respective Agents shall be entitled to any reimbursement or indemnification from any Trust Unitholder for any Expense incurred by the Delaware Trustee, or the Trustee or any of their respective Agents, their right of reimbursement and indemnification, if any, except as provided in Section 6.02(b) below, being limited solely to the Trust Estate, whether or not the Trust Estate is exhausted without full reimbursement or indemnification of the Trustee, the Delaware Trustee or any of their respective Agents. All legal or other expenses reasonably incurred by the Trustee or the Delaware Trustee in connection with the investigation or defense of any Expenses as to which such Entity is entitled to indemnity under this Section 6.02(a) shall be paid out of the Trust Estate.

 

(b)                                 SandRidge shall indemnify and hold harmless each of the Delaware Trustee and the Trustee (but not the Trust or Trust Unitholders), and any Agents and Affiliates thereof, individually and as trustee, against any Expenses to which such Entity or Agent thereof may become subject solely as a result of its position and service as trustee of the Trust under or with respect to any Environmental Law, insofar as such Expenses arise out of, are based upon or connected with the Underlying Properties, except for Expenses arising from any acts of such Entity or Agent not expressly contemplated hereunder.  SandRidge shall also indemnify and hold harmless each of the Delaware Trustee and the Trustee (but not the Trust or Trust Unitholders), and any Agents and Affiliates thereof, individually and as trustee, against any Expenses to which such Entity or Agent thereof may become subject solely as a result of its position and service as trustee of the Trust arising out of, based upon or connected with (i) any reset, termination and replacement, or other modification of any hedge contracts, (ii) the assignment, novation or other transfer of any hedge contracts, or (iii) the entry by the Trust into new hedge contracts, in each case pursuant to Section 2.02 of the Administrative Services Agreement or Article III of the Derivatives Agreement.  The obligations of SandRidge hereunder may be assigned or transferred to any Entity acquiring the Underlying Property to which each Expense relates; provided, however, such Entity unconditionally agrees in writing, reasonably satisfactory to the Trustee and the Delaware Trustee, to assume SandRidge’s obligations under this Section 6.02(b).

 

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(c)                                  If any action or proceeding shall be brought or asserted against the Trustee or the Delaware Trustee or any Agent or Affiliate thereof (each referred to as an “Indemnified Party” and, collectively, the “Indemnified Parties”) in respect of which indemnity may be sought from SandRidge (the “Indemnifying Party”) pursuant to Section 6.02(b) hereof, of which the Indemnified Party shall have received notice, the Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory (including the qualifications of such counsel) to the Indemnified Party in respect of any such action or proceeding or (iii) the named parties to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party and the Indemnified Party may employ such counsel for the defense of such action or proceeding as is reasonably satisfactory to the Indemnifying Party; it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys for the Indemnified Parties at any time). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditional or delayed), but, if settled with such written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Indemnifying Party agrees (to the extent stated above) to indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent provided for in Section 6.02(b).

 

(d)                                 Any claim for indemnification pursuant to this Section 6.02 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party.

 

Section 6.03.                                       Resignation of Delaware Trustee and Trustee. The Delaware Trustee or the Trustee may resign with or without cause, at any time by written notice to SandRidge or the other Trustee. Upon receiving the notice of resignation from the Delaware Trustee or the Trustee, as applicable, SandRidge shall provide notice to each of the then Trust Unitholders of record in accordance with Section 12.08 of this Agreement. Such notice shall specify a date when such resignation shall take effect, which shall be a Business Day not less than 60 days after the date such notice is mailed; provided, however, that in no event shall any resignation of the Trustee be effective until a successor Trustee (including a temporary trustee appointed pursuant to Section 6.05 of this Agreement) has accepted its appointment as Trustee pursuant to the terms hereof; and provided, further, that in no event shall any resignation of the

 

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Delaware Trustee be effective until a successor Delaware Trustee has accepted its appointment as Delaware Trustee pursuant to the terms hereof.

 

Section 6.04.                                       Removal of Delaware Trustee and Trustee. The Delaware Trustee or the Trustee may be removed as trustee hereunder, with or without cause, by the vote of a Special Unit Majority at a meeting duly called and held in accordance with Article VIII; provided, however, that any removal of the Delaware Trustee shall be effective only at such time as a successor Delaware Trustee, fulfilling the requirements of Section 3807(a) of the Trust Act, has been appointed and has accepted such appointment; and provided, further, that any removal of the Trustee shall be effective only at such time as a successor Trustee has been appointed and has accepted such appointment in accordance with Section 6.05.

 

Section 6.05.                                       Appointment of Successor Delaware Trustee or Trustee. In the event of the resignation or removal of the Delaware Trustee or the Trustee or if any such Entity has given notice of its intention to resign as the Delaware Trustee or the Trustee, (i) with respect to the Delaware Trustee, the Trustee may appoint a successor Delaware Trustee, or (ii) with respect to either the Delaware Trustee or the Trustee, a successor trustee may be appointed by the vote of a Special Unit Majority at a meeting duly called and held in accordance with Article VIII. Nominees for appointment may be made by (i) SandRidge, (ii) the resigned, resigning or removed trustee or (iii) any Trust Unitholder or Trust Unitholders owning of record at least 10% of the then outstanding Trust Units. Any successor Trustee shall be a bank or trust company having combined capital, surplus and undivided profits of at least $100,000,000. Any successor Delaware Trustee shall be a bank or trust company having its principal place of business in the State of Delaware and having combined capital, surplus and undivided profits of at least $20,000,000. Notwithstanding any provision herein to the contrary, in the event that a new trustee has not been approved within 60 days after a notice of resignation, a vote of Trust Unitholders removing a trustee or other occurrence of a vacancy, a successor trustee may be appointed by any State or Federal District Court having jurisdiction in New Castle County, Delaware, upon the application of any Trust Unitholder, SandRidge or the Entity tendering its resignation or being removed as trustee filed with such court, and in the event any such application is filed, such court may appoint a temporary trustee at any time after such application is filed, which shall, pending the final appointment of a trustee, have such powers and duties as the court appointing such temporary trustee shall provide in its order of appointment, consistent with the provisions of this Agreement. Any such temporary trustee need not meet the minimum standards of capital, surplus and undivided profits otherwise required of a successor trustee under this Section 6.05. Nothing herein shall prevent the same Entity from serving as both the Delaware Trustee and the Trustee if it meets the qualifications thereof.

 

Immediately upon the appointment of any successor trustee, all rights, titles, duties, powers and authority of the predecessor trustee hereunder (except to the predecessor trustee’s rights to amounts payable under Article VII or Section 6.02 hereof accruing through the appointment of such successor trustee) shall be vested in and undertaken by the successor trustee, which shall be entitled to receive from the predecessor trustee all of the Trust Estate held by it hereunder and all records and files of the predecessor trustee in connection therewith. Any resigning or removed trustee shall account to its successor for its administration of the Trust. All successor trustees shall be fully protected in relying upon such accounting and no successor

 

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trustee shall be obligated to examine or seek alteration of any account of any preceding trustee, nor shall any successor trustee be personally liable for failing to do so or for any act or omission of any preceding trustee. The preceding sentence shall not prevent any successor trustee or any other Person from taking any action otherwise permissible in connection with any such account.

 

Section 6.06.                                       Laws of Other Jurisdictions. If, notwithstanding the other provisions of this Agreement (including, without limitation, Section 12.06 hereof), the laws of jurisdictions other than the State of Delaware (each being referred to below as “such jurisdiction”) apply to the administration of the Trust or the Trust Estate under this Agreement, the following provisions shall apply.

 

If it is necessary or advisable for a trustee to serve in such jurisdiction and if the Trustee is disqualified from serving in such jurisdiction or for any other reason fails or ceases to serve there, the ancillary trustee in such jurisdiction shall be such Entity, which need not meet the requirements set forth in the third sentence of Section 6.05 of this Agreement, as shall be designated in writing by SandRidge and the Trustee. To the extent permitted under the laws of such jurisdiction, SandRidge and the Trustee may remove the trustee in such jurisdiction, without cause and without necessity of court proceeding, and may or may not appoint a successor trustee in such jurisdiction from time to time. The trustee serving in such jurisdiction shall, to the extent not prohibited under the laws of such jurisdiction, appoint the Trustee to handle the details of administration in such jurisdiction. The trustee in such jurisdiction shall have all rights, powers, discretions, responsibilities and duties as are delegated in writing by the Trustee, subject to such limitations and directions as shall be specified by the Trustee in the instrument evidencing such appointment. Any trustee in such jurisdiction shall be responsible to the Trustee for all assets with respect to which such trustee is empowered to act.

 

To the extent the provisions of this Agreement and Delaware law cannot be made applicable to the administration in such jurisdiction, the rights, powers, duties and liabilities of the trustee in such jurisdiction shall be the same (or as near the same as permitted under the laws of such jurisdiction if applicable) as if governed by Delaware law. In all events, the administration in such jurisdiction shall be as free and independent of court control and supervision as permitted under the laws of such jurisdiction. The fees and expenses of any ancillary trustee shall constitute an administrative expense of the Trust payable from the Trust Estate. Whenever the term “Trustee” is applied in this Agreement to the administration in such jurisdiction, it shall refer only to the trustee then serving in such jurisdiction.

 

Section 6.07.                                       Reliance on Experts. The Trustee and the Delaware Trustee may, but shall not be required to, consult with counsel (which may but need not be counsel to SandRidge), accountants, tax advisors, geologists, engineers and other parties (including employees of the Trustee or Delaware Trustee, as applicable) deemed by the Trustee or the Delaware Trustee to be qualified as experts on the matters submitted to them, and, subject to Section 6.01 but notwithstanding any other provision of this Agreement, the Trustee and the Delaware Trustee shall be entitled to rely upon the opinion or advice of any such party on any such matter and shall not be held liable in respect of any action taken, omitted or suffered hereunder in good faith in reliance upon and in accordance with the opinion or advice of any such party. Each of the Trustee and the Delaware Trustee is authorized to make payments of all reasonable fees for services and expenses thus incurred out of the Trust Estate. Neither the

 

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Delaware Trustee nor the Trustee shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Delaware Trustee and the Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner or ascertainment of which is not specifically prescribed herein, the Delaware Trustee and the Trustee may for all purposes hereof rely on a certificate, signed by the chief executive officer, president or any vice president or by the treasurer or any assistant treasurer and by the secretary or any assistant secretary of the relevant party (including without limitation SandRidge), as to such fact or matter, and shall not be held liable for any action taken or omitted to be taken by it in good faith in reliance thereon.

 

Section 6.08.                                       Force Majeure. The Trustee and the Delaware Trustee shall not incur any liability to any Trust Unitholder if, by reason of any current or future law or regulation thereunder of any governmental authority, or by reason of any act of God, war or other circumstance beyond its control, the Trustee or the Delaware Trustee is prevented or forbidden from doing or performing any act or thing required by the terms hereof to be done or performed; nor shall the Trustee or the Delaware Trustee incur any liability to any Trust Unitholder by reason of any nonperformance or delay caused as aforesaid in the performance of any act or thing required by the terms hereof to be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for herein caused as aforesaid.

 

Section 6.09.                                       Failure of Action by SandRidge. In the event that SandRidge shall fail or is unable to take any action as required under any provision of the Transaction Documents to which SandRidge is a party, the Trustee is empowered (but shall not be required) to take such action.

 

Section 6.10.                                       Action Upon Instructions. Whenever the Delaware Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, the Delaware Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Trustee requesting instruction as to the course of action to be adopted, and, to the extent the Delaware Trustee acts in good faith in accordance with any such instruction received, the Delaware Trustee shall not be liable on account of such action to any Person. If the Delaware Trustee shall not have received appropriate instructions within ten calendar days of sending such notice to the Trustee (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement, and the Delaware Trustee shall have no liability to any Person for any such action or inaction.

 

Section 6.11.                                       Management of Trust Estate. The Delaware Trustee shall have no duty or obligation to manage, control, prepare, file or maintain any report, license or registration, use, sell, dispose of or otherwise deal with the Trust Estate, or otherwise to take or

 

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refrain from taking any action under or in connection with this Agreement, or any other document or instrument, except as expressly required hereby.

 

Section 6.12.                                       Validity. The Delaware Trustee shall not be responsible for or in respect of and makes no representations as to the validity or sufficiency of any provision of this Agreement or for the due execution hereof by the other parties hereto or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, and the Delaware Trustee shall in no event assume or incur any liability, duty or obligation to SandRidge, the Trustee or any Trust Unitholder, other than as expressly provided for herein. The Delaware Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any of the Trust Units.

 

Section 6.13.                                       Rights and Powers; Litigation. The Delaware Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation or arbitration under this Agreement or otherwise or in relation to this Agreement, at the request, order or direction of the Trustee, any Trust Unitholder or SandRidge unless the Trustee, Trust Unitholder or SandRidge, as the case may be, has or have offered to the Delaware Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Delaware Trustee therein or thereby. The Delaware Trustee shall be under no obligation to appear in, prosecute or defend any action, or to take any other action other than the giving of notices, that in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such security and indemnity against such expense or liability as it may reasonably require. The right of the Delaware Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Delaware Trustee shall not be personally liable or accountable for the performance of any such act except as specifically provided in Section 6.01.

 

Section 6.14.                                       No Duty to Act Under Certain Circumstances. Notwithstanding anything contained herein to the contrary, the Delaware Trustee will not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action would (i) require the consent, approval, authorization or order of, the giving of notice to, the registration with or the taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than in the State of Delaware, (ii) result in any fee, tax or governmental charge under the laws of any jurisdiction or any political subdivisions thereof other than the State of Delaware becoming payable by the Delaware Trustee or (iii) subject the Delaware Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Delaware Trustee contemplated hereby.

 

Section 6.15.                                       Indemnification of the Trust.  SandRidge agrees to indemnify and hold harmless the Trust from and against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and attorney’s fees and expenses, (i) incurred under Section 8 of the Underwriting Agreement as well as (ii) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (as defined in the Underwriting Agreement), the Securities Act Registration Statement, the Time of Sale Information (as defined in the Underwriting

 

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Agreement), any Issuer Free Writing Prospectus (as defined in the Underwriting Agreement), the Pricing Prospectus (as defined in the Underwriting Agreement) or the Prospectus or in any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Preliminary Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus, the Pricing Prospectus or the Prospectus or in any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading.

 

ARTICLE VII
COMPENSATION OF THE TRUSTEE AND THE DELAWARE TRUSTEE

 

Section 7.01.                                       Compensation of Trustee and Delaware Trustee. The Trustee shall receive compensation for its services under this Agreement as set forth on Schedule 3. The Delaware Trustee shall receive an annual fee of $2,400 as compensation for its services under this Agreement. Each of the Trustee and the Delaware Trustee shall be reimbursed for all actual expenditures made in connection with administration of the Trust, including those made on account of any unusual duties in connection with matters pertaining to the Trust and the reasonable compensation and expenses of their counsel, accountants or other skilled persons and of all other persons not regularly in their employ. The Trustee and the Delaware Trustee shall each be entitled to reasonable additional compensation for any unusual or extraordinary services rendered by the Trustee or by the Delaware Trustee in connection with the administration of the Trust.

 

Section 7.02.                                       Reimbursement of SandRidge. SandRidge shall be entitled to reimbursement from the Trust for all out-of-pocket costs and expenses paid by SandRidge, acting in its capacity as Agent of the Trust (including without limitation legal, accounting, engineering and printing costs) but excluding those costs and expenses specified in Section 3.12(d) and in Section 6.02(b) of this Agreement as costs and expenses to be paid by SandRidge and excluding any costs and expenses that have been or will be reimbursed pursuant to the Administrative Services Agreement, promptly upon submission of written evidence thereof to the Trustee.

 

Section 7.03.                                       Source of Funds. Except as provided in Section 3.12 and Section 6.02(b) of this Agreement, all compensation, reimbursements and other charges owing to the Trustee or the Delaware Trustee hereunder shall constitute indebtedness hereunder, shall be payable by the Trust out of the Trust Estate and such Entity shall have a lien on the Trust Estate for payment of such compensation, reimbursements and other charges, entitling such Entity to priority as to payment thereof over payment to any other Person under this Agreement.

 

Section 7.04.                                       Ownership of Units by SandRidge, the Delaware Trustee and the Trustee. Each of the Delaware Trustee and the Trustee, in its individual or other capacity, may become the owner or pledgee of Trust Units with the same rights it would have if it were not a trustee hereunder. SandRidge and its Affiliates may become the owner of additional Trust Units, with the same rights and entitled to the same benefits as any other Trust Unitholder,

 

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except to the extent the Subordinated Unitholders have different rights than Common Unitholders.

 

ARTICLE VIII
MEETINGS OF TRUST UNITHOLDERS

 

Section 8.01.             Purpose of Meetings. A meeting of the Trust Unitholders may be called at any time and from time to time pursuant to the provisions of this Article VIII to transact any business that the Trust Unitholders may be authorized to transact; provided, however, that nothing herein shall require the Trustee to call annual or other periodic meetings of the Trust Unitholders.

 

Section 8.02.             Call and Notice of Meetings. Any such meeting of the Trust Unitholders may be called by the (i) Trustee or (ii) by Trust Unitholders owning of record not less than 10% in number of the then outstanding Trust Units. The Trustee may, but shall not be obligated to, call meetings of Trust Unitholders to consider amendments, waivers, consents and other changes relating to the Transaction Documents to which the Trust is a party. In addition, at the written request of the Delaware Trustee, unless the Trustee appoints a successor Delaware Trustee in accordance with Section 6.05, the Trustee shall call such a meeting but only for the purpose of appointing a successor to the Delaware Trustee upon its resignation. All such meetings shall be held at such time and at such place as the notice of any such meeting may designate. Except as may otherwise be required by any applicable law or by the rules of any securities exchange or quotation system on which the Trust Units may be listed or admitted to trading, notice of every meeting of the Trust Unitholders authorized by the Trustee or the Trust Unitholders calling the meeting, setting forth the time and place of the meeting and in general terms the matters proposed to be acted upon at such meeting, shall be given in accordance with Section 12.08 of this Agreement not more than 60 nor less than 20 days before such meeting is to be held to all of the Trust Unitholders of record at the close of business on a record date selected by the Trustee (the “Record Date Trust Unitholders”), which shall be not more than 60 days before the date of such notice. No matter other than that stated in the notice shall be acted upon at any meeting unless such action is approved by the Trust Unitholders. Only Record Date Trust Unitholders shall be entitled to notice of and to exercise rights at or in connection with the meeting. All costs associated with calling any meeting of the Trust Unitholders shall be borne by the Trust, except that the costs associated with the calling of a meeting of the Trust Unitholders called by Trust Unitholders owning of record not less than 10% in number of the then outstanding Trust Units shall be borne by the Trust Unitholders that called such meeting of Trust Unitholders.

 

Section 8.03.             Method of Voting and Vote Required. Each Record Date Trust Unitholder shall be entitled to one vote for each Trust Unit owned by such Record Date Trust Unitholder on the record date, and any Record Date Trust Unitholder may vote in person or by proxy. Abstentions and broker non-votes shall not be deemed to be a vote cast. At any such meeting, the presence in person or by proxy of Record Date Trust Unitholders holding a majority of the Trust Units held by all Record Date Trust Unitholders shall constitute a quorum. Except as otherwise expressly provided in this Agreement, any matter shall be deemed to have been approved by the Trust Unitholders if it is approved by the affirmative vote of Record Date

 

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Trust Unitholders holding a majority of the Trust Units present in person or by proxy at a meeting at which a quorum is present.

 

Section 8.04.             Conduct of Meetings. The Trustee may make such reasonable regulations consistent with the provisions hereof as it may deem advisable for any meeting of the Trust Unitholders, for the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, the preparation and use at the meeting of a list authenticated by or on behalf of the Trustee of the Trust Unitholders entitled to vote at the meeting and such other matters concerning the conduct of the meeting as it shall deem advisable.

 

ARTICLE IX
DURATION, REVOCATION AND TERMINATION OF TRUST

 

Section 9.01.             Revocation. The Trust is and shall be irrevocable, and SandRidge, as trustor, after the Closing, retains no power to alter, amend (except as provided otherwise in this Article IX and in Section 10.02 hereof), revoke or terminate the Trust. The Trust shall be terminable only as provided in Section 9.02 of this Agreement, and shall continue until so terminated.

 

Section 9.02.             Termination. The Trust shall dissolve and commence winding-up its business and affairs upon the first to occur of the following events or times:

 

(a)           the disposition of all of the Royalty Interests and other assets (other than cash), tangible or intangible, including accounts receivable and claims or rights to payment, constituting the Trust Estate;

 

(b)           an election by the Trustee to dissolve the Trust that is approved by the holders of a Unit Majority at a meeting duly called and held in accordance with Article VIII;

 

(c)           the aggregate Quarterly Cash Distribution Amounts for any four consecutive quarters, on a cumulative basis, is less than $5.0 million;

 

(d)           the entry of a decree of judicial dissolution of the Trust pursuant to the provisions of the Trust Act; and

 

(e)           the Liquidation Date.

 

Section 9.03.             Disposition and Distribution of Assets and Properties. Notwithstanding the dissolution of the Trust pursuant to Section 9.02, the Trustee and the Delaware Trustee shall continue to act as trustees of the Trust Estate and as such shall exercise the powers granted under this Agreement until their duties have been fully performed and the Trust Estate finally distributed so that the affairs of the Trust have been wound up.

 

Upon the sale of all or a portion of the Trust Estate pursuant to Section 3.02 of this Agreement or the dissolution of the Trust pursuant to Section 9.02, the Trustee shall sell for cash in one or more sales all of the properties other than cash then constituting the Trust Estate after any reconveyance of assets to SandRidge pursuant to the Conveyances; provided, however,

 

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SandRidge shall have a right of first refusal to acquire the subject properties being offered in each sale pursuant to the following procedures:

 

(a)           Within 30 days of the Liquidation Date, or after the date such sale pursuant to Section 3.02 is approved, as applicable, the Trustee shall use commercially reasonable efforts to retain a third-party advisor to market the subject properties;

 

(b)           If the Trustee receives a bona fide purchase offer from a proposed purchaser other than SandRidge and desires to sell all or part of the subject properties pursuant to this Section 9.03, then the Trustee shall give notice (the “Offer Notice”) to SandRidge, identifying the proposed purchaser from whom it has received a bona fide offer and setting forth the proposed sale price, payment terms and other material terms and conditions under which the Trustee is proposing to sell such subject properties to the proposed purchaser. SandRidge shall have 30 days from its receipt of the Offer Notice to elect, by written notice to the Trustee, to purchase the subject properties offered for sale on the terms and conditions set forth in the Offer Notice.

 

(c)           If SandRidge makes such election, the notice of election shall state a closing date not later than 60 days after the date of the Offer Notice (subject only to customary closing conditions that could delay such closing date, including obtaining necessary governmental approvals). If SandRidge makes such election and actually completes the purchase the subject properties, the proposed purchaser identified in the Offer Notice shall be entitled to receive reimbursement of its reasonable and documented expenses incurred in connection with its review and analysis of the subject properties and bid preparation. SandRidge shall pay the proposed purchaser 50 percent of such reimbursement, and the Trust shall pay the proposed purchaser 50 percent of such reimbursement; provided, however, the amount of such reimbursement shall be limited to 5 percent of the sales price received by the Trust for the subject properties.

 

(d)           If SandRidge does not give notice within the 30-day period following the Offer Notice that it elects to purchase such subject properties, the Trustee may, within 60 days after the end of such 30-day period, sell such subject properties to the identified purchaser on terms and conditions that are substantially the same as those previously set forth in such Offer Notice. In the event the Trustee shall desire to offer such subject properties for sale on terms and conditions other than terms and conditions that are substantially the same as those previously set forth in an Offer Notice, the procedures set forth in this Section 9.03 must again be initiated and applied with respect to the terms and conditions as modified.

 

(e)           If, after a reasonable marketing period, no bona fide purchase offer is received with respect to any or all of the subject properties from any party other than SandRidge, then SandRidge shall obtain, at the Trust’s expense, and deliver to the Trustee, a fairness opinion from a nationally-recognized valuation firm with expertise in valuing oil and natural gas properties stating that the proposed sale price to be paid by SandRidge to the Trust for the subject properties is fair to the Trust.

 

The Trustee shall not be required to obtain approval of the Trust Unitholders prior to performing any of its duties pursuant to this Section 9.03. Notwithstanding anything herein to the contrary, in no event may the Trustee distribute the Royalty Interests to the Trust Unitholders.

 

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Upon completion of the dissolution and winding up of the Trust in accordance with Sections 9.02 and 9.03 hereof and Section 3808 of the Trust Act, the Trustee shall direct the Delaware Trustee to execute and file, and the Delaware Trustee shall execute and file or cause to be filed, a certificate of cancellation of the Trust’s Certificate of Trust in accordance with Section 3811 of the Trust Act. Upon the filing of such certificate of cancellation, the Trustee shall have no further duty or obligation or any further liability under this Agreement except as provided in Section 6.01.

 

Section 9.04.             Reorganization or Business Combination.

 

(a)           The Trust may merge or consolidate with or into, or convert into, one or more other Entities in accordance with Section 3815 of the Trust Act if such transaction (i) is agreed to by the Trustee, (ii) is approved by the vote of a Unit Majority at a meeting duly called and held in accordance with Article VIII and (iii) is permitted under the Trust Act and any other applicable law. The Trustee shall give prompt notice of such reorganization or business combination to the Delaware Trustee. Pursuant to and in accordance with the provisions of Section 3815(f) of the Trust Act, and notwithstanding anything else herein, an agreement of merger or consolidation approved in accordance with this Section 9.04 and Section 3815(a) of the Trust Act may effect any amendment to this Agreement or effect the adoption of a new trust agreement if it is the surviving or resulting trust in the merger or consolidation.

 

(b)           Upon the effective date of a certificate of merger duly filed in accordance with the Trust Act, the following shall be deemed to occur, in addition to such effects as may be specified under the Trust Act as then in effect:

 

(i)            all of the rights, privileges and powers of each of the business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities shall be vested in the surviving business entity and, after the merger or consolidation, shall be the property of the surviving business entity to the extent they were part of each constituent business entity;

 

(ii)           the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and shall not be in any way impaired because of the merger or consolidation;

 

(iii)          all rights of creditors and all liens on or security interest in property of any of those constituent business entities shall be preserved unimpaired;

 

(iv)          all debts, liabilities and duties of those constituent business entities shall attach to the surviving or resulting business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contacted by it; and

 

(v)           if the Trust is the surviving or resulting entity, the governing instrument of the Trust shall be amended or a new governing instrument adopted as set forth in the certificate of merger.

 

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(c)           Upon the effectiveness of a conversion of the Trust pursuant to Section 3821 of the Trust Act, the following shall be deemed to occur, in addition to such other effects as may be specified under the Trust Act as then in effect:

 

(i)            the Entity to which the Trust has converted shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the Trust;

 

(ii)           all of the rights, privileges and powers of the Trust that has converted, and all property, real, personal and mixed, and all debts due to the Trust, as well as all other things and causes of action belonging to the Trust, shall remain vested in the other Entity to which the Trust has converted and shall be the property of such other Entity;

 

(iii)          the title to any real property vested by deed or otherwise in the Trust shall not revert or be in any way impaired;

 

(iv)          all rights of creditors and all liens on or security interests in any property of the Trust shall be preserved unimpaired; and

 

(v)           all debts, liabilities and duties of the Trust that has converted shall remain attached to the other Entity to which the Trust has converted, and may be enforced against it to the same extent as if such debts, liabilities and duties had originally been incurred or contracted by it in its capacity as such other Entity.

 

(d)           A merger or consolidation effected pursuant to this Section 9.04 shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another having occurred.

 

ARTICLE X
AMENDMENTS

 

Section 10.01.           Prohibited Amendments. After the Closing, no amendment may be made to any provision of this Agreement that would:

 

(a)           increase the power of the Trust, or the Delaware Trustee or the Trustee on its behalf, to engage in business or investment activities;

 

(b)           alter the rights of the Trust Unitholders vis-a-vis each other, including by altering the Incentive Threshold (except as provided in Section 3.17), the Subordination Threshold, or the percentage of the Quarterly Cash Distribution Amount payable as Incentive Distributions;

 

(c)           permit the Trust to distribute the Royalty Interests in kind to the Trust Unitholders; or

 

(d)           unless consented to in writing by SandRidge, have the effect of amending Sections 3.02, 6.02, 7.02, 9.02, 9.03, 10.01 or 10.02 hereof.

 

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Section 10.02.           Permitted Amendments. After the Closing, subject to Section 10.01, the Trustee and the Delaware Trustee may amend this Agreement and the Transaction Documents to which the Trust is a party as follows:

 

(a)           The Trustee may from time to time supplement or amend the Transaction Documents and the Direct Hedge Security Instruments to which the Trust is a party without the approval of Trust Unitholders in order to cure any ambiguity, to correct or supplement any provision contained herein or therein that may be defective or inconsistent with any other provisions herein or therein, to grant any benefit to all of the Trust Unitholders, to add collateral to the Drilling Mortgages, to evidence or implement any changes required by applicable law or to change the name of the Trust; provided, however, that such supplement or amendment does not adversely affect the interests of the Trust Unitholders; and provided, further, that any amendment to this Agreement made to change the name of the Trust in accordance with Section 12.04 hereof or otherwise shall be conclusively deemed not to affect adversely the interests of the Trust Unitholders or result in a variance of the investment of the Trust or the Trust Unitholders.

 

(b)           Notwithstanding Section 10.02(a), the Trustee may, from time to time reset, terminate, modify or otherwise amend the Direct Hedge Contracts, and take any other actions ancillary thereto, without the approval of the Trust Unitholders; provided, that any such action is taken at the request of SandRidge in its role as hedge manager pursuant to the Administrative Services Agreement.

 

(c)           Notwithstanding Section 10.02(a), the Trustee may, from time to time supplement or amend the Administrative Services Agreement and the Collateral Agency Agreement without the approval of the Trust Unitholders; provided, however, that such supplement or amendment would not materially increase the costs or expenses of the Trust or materially adversely affect the economic interests of Trust Unitholders.

 

(d)           All other permitted amendments to the provisions of this Agreement and the other Transaction Documents to which the Trust is a party may be made only by the vote of the holders of a Unit Majority at a meeting duly called and held in accordance with Article VIII.

 

(e)           No amendment that increases the obligations, duties or liabilities or affects the rights of the Delaware Trustee or the Trustee shall be effective without the express written approval of such Entity.

 

ARTICLE XI
ARBITRATION

 

THE TRUST UNITHOLDERS, TRUSTEE AND SANDRIDGE AGREE THAT, EXCEPT AS PROVIDED IN PARAGRAPH (I) OF THIS ARTICLE XI, ANY DISPUTE, CONTROVERSY OR CLAIM THAT MAY ARISE BETWEEN OR AMONG SANDRIDGE (ON THE ONE HAND) AND THE TRUST OR THE TRUSTEE (ON THE OTHER HAND) IN CONNECTION WITH OR OTHERWISE RELATING TO THE TRANSACTION DOCUMENTS TO WHICH THE TRUST IS A PARTY, OR THE APPLICATION, IMPLEMENTATION, VALIDITY OR BREACH OF THE TRANSACTION DOCUMENTS

 

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TO WHICH THE TRUST IS A PARTY OR ANY PROVISION OF THE TRANSACTION DOCUMENTS TO WHICH THE TRUST IS A PARTY (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED ON CONTRACT, TORT OR STATUTE), SHALL BE FINALLY, CONCLUSIVELY AND EXCLUSIVELY SETTLED BY BINDING ARBITRATION IN OKLAHOMA CITY, OKLAHOMA IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES (THE “RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION OR ANY SUCCESSOR THERETO (“AAA”) THEN IN EFFECT. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRUST UNITHOLDERS, THE TRUSTEE (ON BEHALF OF ITSELF AND ON BEHALF OF THE TRUST), THE DELAWARE TRUSTEE AND SANDRIDGE HEREBY EXPRESSLY WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TRIAL BY JURY, WITH RESPECT TO ANY MATTER SUBJECT TO ARBITRATION PURSUANT TO THIS ARTICLE XI. THE TRUST UNITHOLDERS, TRUSTEE AND SANDRIDGE MAY BRING AN ACTION, INCLUDING, WITHOUT LIMITATION, A SUMMARY OR EXPEDITED PROCEEDING, IN ANY COURT HAVING JURISDICTION, TO COMPEL ARBITRATION OF ANY DISPUTE, CONTROVERSY OR CLAIM TO WHICH THIS ARTICLE XI APPLIES. EXCEPT WITH RESPECT TO THE FOLLOWING PROVISIONS (THE “SPECIAL PROVISIONS”) WHICH SHALL APPLY WITH RESPECT TO ANY ARBITRATION PURSUANT TO THIS ARTICLE XI, THE INITIATION AND CONDUCT OF ARBITRATION SHALL BE AS SET FORTH IN THE RULES, WHICH RULES ARE INCORPORATED IN THIS AGREEMENT BY REFERENCE WITH THE SAME EFFECT AS IF THEY WERE SET FORTH IN THIS AGREEMENT.

 

(a)           In the event of any inconsistency between the Rules and the Special Provisions, the Special Provisions shall control. References in the Rules to a sole arbitrator shall be deemed to refer to the tribunal of arbitrators provided for under subparagraph (c) below in this Article XI.

 

(b)           The arbitration shall be administered by AAA.

 

(c)           The arbitration shall be conducted by a tribunal of three arbitrators. Within ten days after arbitration is initiated pursuant to the Rules, the initiating party or parties (the “Claimant”) shall send written notice to the other party or parties (the “Respondent”), with a copy to the Oklahoma City, Oklahoma office of AAA (if no such office exists, to the Dallas, Texas office of AAA), designating the first arbitrator (who shall not be a representative or agent of any party but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Claimant to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to completely perform arbitral duties). Within ten days after receipt of such notice, the Respondent shall send written notice to the Claimant, with a copy to the Oklahoma City, Oklahoma office of AAA (if no such office exists, to the Dallas, Texas office of AAA) and to the first arbitrator, designating the second arbitrator (who shall not be a representative or agent of any party, but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Respondent to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to competently perform arbitral duties). Within ten days after such notice from the Respondent is received by the Claimant, the Respondent and the Claimant shall cause their respective designated arbitrators to select any mutually agreeable AAA panel member as the third arbitrator. If the respective designated arbitrators of the Respondent and the Claimant

 

43



 

cannot so agree within said ten day period, then the third arbitrator will be determined pursuant to the Rules. For purposes of this Article XI, SandRidge (on the one hand) and the Trust and the Trustee (on the other hand) shall each be entitled to the selection of one arbitrator. Prior to commencement of the arbitration proceeding, each arbitrator shall have provided the parties with a resume outlining such arbitrator’s background and qualifications and shall certify that such arbitrator is not a representative or agent of any of the parties. If any arbitrator shall die, fail to act, resign, become disqualified or otherwise cease to act, then the arbitration proceeding shall be delayed for 15 days and the party by or on behalf of whom such arbitrator was appointed shall be entitled to appoint a substitute arbitrator (meeting the qualifications set forth in this Article XI) within such 15-day period; provided, however, that if the party by or on behalf of whom such arbitrator was appointed shall fail to appoint a substitute arbitrator within such 15-day period, the substitute arbitrator shall be a neutral arbitrator appointed by the AAA arbitrator within 15 days thereafter.

 

(d)           All arbitration hearings shall be commenced within 120 days after arbitration is initiated pursuant to the Rules, unless, upon a showing of good cause by a party to the arbitration, the tribunal of arbitrators permits the extension of the commencement of such hearing; provided, however, that any such extension shall not be longer than 60 days.

 

(e)           All claims presented for arbitration shall be particularly identified and the parties to the arbitration shall each prepare a statement of their position with recommended courses of action. These statements of position and recommended courses of action shall be submitted to the tribunal of arbitrators chosen as provided hereinabove for binding decision. The tribunal of arbitrators shall not be empowered to make decisions beyond the scope of the position papers.

 

(f)            The arbitration proceeding will be governed by the substantive laws of the State of Delaware and will be conducted in accordance with such procedures as shall be fixed for such purpose by the tribunal of arbitrators, except that (i) discovery in connection with any arbitration proceeding shall be conducted in accordance with the Federal Rules of Civil Procedure and applicable case law, (ii) the tribunal of arbitrators shall have the power to compel discovery and (iii) unless the parties otherwise agree and except as may be provided in this Article XI, the arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any provision of state law or other applicable law or procedure inconsistent therewith or which would produce a different result. The parties shall preserve their right to assert and to avail themselves of the attorney-client and attorney-work-product privileges, and any other privileges to which they may be entitled pursuant to applicable law. No party to the arbitration or any arbitrator may compel or require mediation and/or settlement conferences without the prior written consent of all such parties and the tribunal of arbitrators.

 

(g)           The tribunal of arbitrators shall make an arbitration award as soon as possible after the later of the close of evidence or the submission of final briefs, and in all cases the award shall be made not later than thirty days following submission of the matter. The finding and decision of a majority of the arbitrators shall be final and shall be binding upon the parties. Judgment upon the arbitration award or decision may be entered in any court having jurisdiction thereof or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The tribunal of arbitrators shall have the authority to assess liability for pre-award and post-award interest on the claims, attorneys’ fees, expert

 

44



 

witness fees and all other expenses of arbitration as such arbitrators shall deem appropriate based on the outcome of the claims arbitrated. Unless otherwise agreed by the parties to the arbitration in writing, the arbitration award shall include findings of fact and conclusions of law.

 

(h)           Nothing in this Article XI shall be deemed to (i) limit the applicability of any otherwise applicable statute of limitations or repose or any waivers contained in this Agreement, (ii) constitute a waiver by any party hereto of the protections afforded by 12 U.S.C. § 91 or any successor statute thereto or any substantially equivalent state law, (iii) restrict the right of the Trustee to make application to any state or federal district court having jurisdiction in Oklahoma City, Oklahoma, to appoint a successor Trustee or to request instructions with regard to any provision in this Agreement when the Trustee is unsure of its obligations thereunder, or (iv) apply to the Delaware Trustee.

 

(i)            Neither the Trust nor the Trustee shall participate in any class action brought against SandRidge by any Person who is not a Trust Unitholder and the Trustee shall opt out of any such class action in which the Trust is a purported class member; provided that the Trust may participate in any such action brought by Trust Unitholders or in which such participation by the Trust is approved by the vote of a Unit Majority at a duly called and held meeting of the Trust Unitholders in accordance with Section 8.02.

 

ARTICLE XII
MISCELLANEOUS

 

Section 12.01.           Inspection of Books. Each Trust Unitholder and its duly authorized Agents shall have the right, at its own expense and during reasonable business hours upon reasonable prior notice, to examine and inspect the records (including, without limitation, the ownership ledger) of the Trust and the Trustee in reference thereto for any purpose reasonably related to the Trust Unitholder’s interest as a Trust Unitholder. The Trustee and its duly authorized Agents shall have the right, at the expense of the Trust and during reasonable business hours upon reasonable prior written notice, to examine and inspect the records of SandRidge relating to the Royalty Interests and the Underlying Properties.

 

Section 12.02.           Disability of a Trust Unitholder. Any payment or distribution to a Trust Unitholder may be made by check of the Trustee drawn to the order of the Trust Unitholder, regardless of whether or not the Trust Unitholder is a minor or under other legal disability, without the Trustee having further responsibility with respect to such payment or distribution. This Section 12.02 shall not be deemed to prevent the Trustee from making any payment or distribution by any other method that is appropriate under law.

 

Section 12.03.           Merger or Consolidation of Delaware Trustee or Trustee. Neither a change of name of either the Delaware Trustee or the Trustee, nor any merger or consolidation of its corporate powers with another bank or with a trust company, nor the sale or transfer of all or substantially all of its institutional and corporate trust operations to a separate bank, trust company, corporation or other business entity shall adversely affect such resulting or successor party’s right or capacity to act hereunder; provided, however, that the Delaware Trustee or any successor thereto shall maintain its principal place of business in the State of Delaware; and

 

45



 

provided, further, that, in the case of any successor Trustee or Delaware Trustee, it shall continue to meet the requirements of Section 6.05 of this Agreement.

 

Section 12.04.           Change in Trust Name. Upon the written request by SandRidge submitted to the Trustee and the Delaware Trustee, the Trustee shall, without the vote or consent of any Trust Unitholders, take all action necessary to change the name of the Trust to a name mutually agreeable to the Trustee and SandRidge and, upon effecting such name change, the Delaware Trustee, acting pursuant to the written instructions of the Trustee, shall amend the Certificate of Trust on file in the office of the Secretary of State of the state of Delaware to reflect such name change.

 

Section 12.05.           Filing of this Agreement. There is no obligation on the part of the Trustee that this Agreement or any executed copy hereof be filed in any county in which any of the Trust Estate is located or elsewhere, but the same may be filed for record in any county by the Trustee. In order to avoid the necessity of filing this Agreement for record, each of the Delaware Trustee and the Trustee agrees that for the purpose of vesting the record title to the Trust Estate in any successor trustee, each shall execute and deliver to such successor trustee appropriate assignments or conveyances.

 

Section 12.06.           Choice of Law. This Agreement and the Trust shall be governed by the laws of the State of Delaware (without regard to the conflict of laws principles thereof) in effect at any applicable time in all matters, including the validity, construction and administration of this Agreement and the Trust, the enforceability of the provisions of this Agreement, all rights and remedies hereunder and the services of the Delaware Trustee and Trustee hereunder. Furthermore, except as otherwise provided in this Agreement, the rights, powers, duties and liabilities of the Delaware Trustee, the Trustee and the Trust Unitholders shall be as provided under the Trust Act and other applicable laws of the State of Delaware and the United States of America in effect at any applicable time; provided, however, that there shall not be applicable to the Trustee, the Delaware Trustee, the Trust Unitholders, the Trust or this Agreement any provision of the laws (common or statutory) of the State of Delaware pertaining to trusts (other than the Trust Act) that relate to or regulate, in a manner inconsistent with the terms hereof, (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets or (vii) the establishment of fiduciary or other standards of responsibility or limitations on the acts or powers of trustees that are inconsistent with the limitations or authorities and powers of the trustees hereunder as set forth or referenced in this Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust.

 

Section 12.07.           Separability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be finally determined by a court of proper jurisdiction to be illegal, invalid or unenforceable to any extent, the remainder of this

 

46


 

Agreement or the application of such provision to Persons or circumstances other than those as to which it is held illegal, invalid or unenforceable shall not be affected thereby, and every remaining provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

Section 12.08.           Notices. Any and all notices or demands permitted or required to be given under this Agreement shall be in writing  (or be capable of being reproduced in paper form) and shall be validly given or made if (a) personally delivered, (b) delivered and confirmed by facsimile or like instantaneous transmission service, or by Federal Express or other overnight courier delivery service, which shall be effective as of confirmation of receipt by the courier at the address for notice hereinafter stated, (c) solely in the case of notice to any Trust Unitholder, by press release in a nationally recognized and distributed media or by means of electronic transmission or as otherwise permitted by applicable law or (d) deposited in the United States mail, first class, postage prepaid, certified or registered, return receipt requested, addressed as follows:

 

If to the Trustee, to:

 

The Bank of New York Mellon Trust Company, N.A.
Institutional Trust Services
919 Congress Avenue, Suite 500
Austin, Texas 78701
Attention: Michael J. Ulrich
Facsimile No.: (512) 479-2253

 

With a copy to:

 

Bracewell & Giuliani LLP
111 Congress Avenue
Suite 2300
Austin, Texas 78701
Attention: Thomas W. Adkins
Facsimile No.: (512) 479-3940

 

With a copy to:

 

Richards, Layton & Finger, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Attention: Eric Mazie
Facsimile No.: (302) 498-7678

 

If to the Delaware Trustee, to:

 

The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801

 

47



 

Attention: Corporate Staffing
Facsimile No.: (302) 658-5459

 

If to SandRidge, to:

 

123 Robert S. Kerr Avenue
Oklahoma City, OK 73102-6406
Attention: Philip T. Warman
Facsimile No.: (405) 429-5983

 

With a copy to:

 

Covington & Burling, LLP
1201 Pennsylvania Avenue NW
Washington D.C. 20004-2401
Attention: David H. Engvall
Facsimile No.: (202) 778-5307

 

If to a Trust Unitholder, to:

 

The Trust Unitholder at its last address as shown on the ownership records maintained by the Trustee or a transfer agent designated by the Trustee.

 

Notice that is mailed in the manner specified shall be conclusively deemed given three days after the date postmarked or upon receipt, whichever is sooner. Any party to this Agreement may change its address for the purpose of receiving notices or demands by notice given as provided in this Section 12.08.

 

Section 12.09.           Counterparts. This Agreement may be executed in a number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument.

 

Section 12.10.           No Fiduciary Duty of SandRidge or its Affiliates.  The parties hereto and the Trust Unitholders expressly acknowledge and agree that SandRidge and its Affiliates are entering into the Transaction Documents to which they are a party and may exercise their rights and discharge their obligations fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Trust Unitholders. Neither SandRidge nor any of its Affiliates shall be a fiduciary with respect to the Trust or the Trust Unitholders.  To the extent that, at law or in equity, SandRidge or its Affiliates have duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Trust Unitholders, such duties and liabilities are hereby eliminated to the fullest extent permitted by law.

 

Section 12.11.           Waiver of Damages.  TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO PARTY SHALL BE LIABLE HEREUNDER FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR

 

48



 

SPECULATIVE DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE.

 

[Signature page follows]

 

49



 

IN WITNESS WHEREOF, SandRidge, the Trustee and the Delaware Trustee have caused this Agreement to be duly executed the day and year first above written.

 

 

SandRidge Energy, Inc.

 

 

 

By:

 

 

 

Name:

James D. Bennett

 

 

Title:

Executive Vice President and Chief Financial Officer

 

[Signature Page to Amended and Restated Trust Agreement]

 



 

 

The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

By:

 

 

 

Name:

Michael J. Ulrich

 

 

Title:

Vice President

 

[Signature Page to Amended and Restated Trust Agreement]

 



 

 

The Corporation Trust Company

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

Assistant Vice President

 

[Signature Page to Amended and Restated Trust Agreement]

 



 

STATE OF                                                            §
COUNTY OF                                                        §

 

This instrument was acknowledged before me on [·], 2012, by James D. Bennett, Executive Vice President and Chief Financial Officer of SandRidge Energy, Inc., a Delaware corporation, on behalf of said corporation.

 

WITNESS my hand and official seal this [·]th day of [·], 2012.

 

 

 

 

NOTARY PUBLIC,

 

 

State of

 

 

 

 

 

(printed name)

 

 

 

 

 

 

My commission expires:

 

 

 

 

 

SEAL or STAMP

 

 

 

[Acknowledgment Page to Amended and Restated Trust Agreement]

 



 

STATE OF                                                            §
COUNTY OF                                                        §

 

This instrument was acknowledged before me on [·], 2012, by Michael J. Ulrich as Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, the Trustee of SandRidge Mississippian Trust II, a Delaware statutory trust, on behalf of said national banking association and trust.

 

WITNESS my hand and official seal this [·]th day of [·], 2012.

 

 

 

 

NOTARY PUBLIC,

 

 

State of

 

 

 

 

 

(printed name)

 

 

 

 

 

 

My commission expires:

 

 

 

 

 

SEAL or STAMP

 

 

 

[Acknowledgment Page to Amended and Restated Trust Agreement]

 



 

STATE OF                                                            §
COUNTY OF                                                        §

 

This instrument was acknowledged before me on [·], 2012, by [                          ] as Assistant Vice President of The Corporation Trust Company, a corporation organized under the laws of the State of Delaware, the Delaware Trustee of SandRidge Mississippian Trust II, a Delaware statutory trust, on behalf of said corporation.

 

WITNESS my hand and official seal this [·]th day of [·], 2012.

 

 

 

 

NOTARY PUBLIC,

 

 

State of

 

 

 

 

 

(printed name)

 

 

 

 

 

 

My commission expires:

 

 

 

 

 

SEAL or STAMP

 

[Acknowledgment Page to Amended and Restated Trust Agreement]

 



 

Schedule 1

 

Initial Direct Hedges

 

Date of Confirmation*

 

Reference No.

 

Period Covered

 

 

 

 

 

 

 

[·]

 

[·]

 

[·]

 

 


* The counterparty for all Confirmations is [·].

 


 

Schedule 2

 

Target Distributions and Subordination and Incentive Thresholds

 



 

Schedule 3

 

Fee Schedule of Trustee

 

1. The fee will be $150,000 annually until January 1, 2018.

 

2. The fee will be adjusted annually thereafter, up or down, by the amount of the change in the All Urban Consumers (CPI-U) — US City Average for the immediately preceding calendar year, not to exceed +/- 3% in any one year.

 



 

ANNEX A

 

TO AMENDED AND RESTATED TRUST AGREEMENT OF

SANDRIDGE MISSISSIPPIAN TRUST II

 

U.S. FEDERAL INCOME TAX PROVISIONS

 

1. Purpose and Scope; Definitions; Use of Agents.

 

(a) For U.S. federal income tax purposes, SandRidge Mississippian Trust II (the “Trust”) will be classified and treated as a partnership and the Trust Unitholders will be treated as the partners in such partnership. A partnership is not a taxable entity and incurs no U.S. federal income tax liability. Instead, each partner is required to take into account its allocable share of items of income, gain, loss, deduction and credit of the partnership in computing its U.S. federal income tax liability. This Annex A contains provisions necessary to permit the Trust to comply with the U.S. federal income tax law applicable to the Trust, including provisions governing the allocation of items of income, gain, loss and deduction of the Trust and the maintenance of the Capital Accounts of the Trust Unitholders. Unless the context otherwise requires, references to “sections” in this Annex A refer to the sections in this Annex A, not sections of the Agreement.

 

(b) For purposes of this Annex A, the “Partnership” means the Trust, “Partner(s)” means Trust Unitholder(s), “Partnership Interest” means the ownership interest in the Trust held by a Trust Unitholder, and “Capital Contribution” means a Trust Unitholder’s initial investment in the Trust. Other terms used in this Annex A have the meanings set forth in Section 7 below or in the Amended and Restated Trust Agreement of which this Annex A is a part.

 

(c) This Annex A provides that under certain circumstances the Trustee is either required to take or has the discretion to take actions relating to the Trust’s status as a partnership for U.S. federal income tax purposes. The Trustee will generally take such required actions, and where such actions are discretionary, will generally exercise its discretion to take such actions, through its Agents, including any independent registered public accounting firms and SandRidge. Pursuant to Section 3.01 of the Agreement, when exercising its discretion on any matters set forth in this Annex A, the Trustee shall take action as in its judgment is necessary, desirable or advisable to best achieve the purpose of the trust.

 

2. Capital Accounts.

 

(a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the Trustee) owning a Partnership Interest a separate capital account (“Capital Account”) with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items of Net Income and other items of Partnership income and gain (including, without limitation, Simulated Gain and income and gain exempt from tax) computed in accordance with Section 2(b) and allocated with respect to such Partnership Interest pursuant to Section 3, and

 

Annex A - 1



 

decreased by (x) the amount of cash distributions made with respect to such Partnership Interest and (y) all items of Partnership Net Loss and other items of deduction and loss (including Simulated Depletion and Simulated Loss) computed in accordance with Section 2(b) and allocated with respect to such Partnership Interest pursuant to Section 3.

 

(b) For purposes of computing Net Income, Net Loss and the amount of any item of income, gain, loss, deduction, Simulated Depletion, Simulated Gain or Simulated Loss which is to be allocated pursuant to Section 3 and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes; provided, however, that:

 

(i) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 3.

 

(ii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss shall be made without regard to any election under Section 754 of the Code which may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or Section 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for U.S. federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

 

(iii) Any income, gain, loss, Simulated Gain or Simulated Loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

 

(iv) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery, amortization or Simulated Depletion attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property, and any such deductions shall reduce the Carrying Value of such Contributed Property.

 

(c) A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.

 

(d) Subject to Section 5(b), immediately prior to the transfer of a Sponsor Common Unit, the Capital Account maintained for the transferor with respect to its Sponsor Common Units will (A) first, be apportioned to the Sponsor Common Units to be transferred in an amount equal to

 

Annex A - 2



 

the product of (x) the number of such Sponsor Common Units to be transferred and (y) the Uniform Per Unit Capital Amount, and (B) second, any remaining balance in such Capital Account will be retained by the transferor and apportioned to its retained Sponsor Common Units. Following any such apportionment, the transferor’s Capital Account maintained with respect to the retained Sponsor Common Units will have a balance equal to the amount allocated under clause (B) herein above, the transferee’s Capital Account established with respect to the transferred Sponsor Common Units will have a balance equal to the amount allocated under clause (A) herein above, and the transferred Sponsor Common Units shall cease to be Sponsor Common Units.

 

3. Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss (computed in accordance with Section 2(b)) shall be allocated among the Partners for each Allocation Year as provided herein below.

 

(a) Net Income and Net Loss. After giving effect to the special allocations set forth in Section 3(b) and Section 3(c), Net Income and Net Loss for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income and Net Loss for such Allocation Year shall be allocated to the Partners in accordance with their respective Percentage Interests.

 

(b) Special Allocations. Notwithstanding any other provision of this Section 3, the following special allocations shall be made for such taxable period:

 

(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 3, if there is a net decrease in Partnership Minimum Gain during any Partnership Allocation Year, each Partner shall be allocated items of Partnership income, gain and Simulated Gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 3(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income, gain and Simulated Gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 3(b) with respect to such Allocation Year (other than an allocation pursuant to Sections 3(b)(vi) and 3(b)(vii)). This Section 3(b)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

 

(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 3(b) (other than Section 3(b)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership Allocation Year, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such Allocation Year shall be allocated items of Partnership income, gain and Simulated Gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 3(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income,

 

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gain and Simulated Gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 3(b), other than Section 3(b)(i) and other than an allocation pursuant to Sections 3(b)(vi) and 3(b)(vii), with respect to such Allocation Year. This Section 3(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

 

(iii) Priority Allocations. If the amount of cash distributed to any Trust Unitholder with respect to its Trust Units for any Allocation Year is greater (on a per Trust Unit basis) than the amount of cash distributed to any other Trust Unitholder with respect to its Trust Units (on a per Trust Unit basis), then there shall be allocated gross income and gain to each Trust Unitholder receiving such greater cash or property distribution until the aggregate amount of such items allocated pursuant to this Section 3(b)(iii) for the current Allocation Year to such Trust Unitholder is equal to the product of (aa) the amount by which the distribution (on a per Trust Unit basis) to such Trust Unitholder exceeds the distribution (on a per Trust Unit basis) to the Trust Unitholders receiving the smallest distribution and (bb) the number of Trust Units with respect to which such Trust Unitholder receives the greater distribution. In the event and to the extent that the allocations required by this Section 3(b)(iii), cannot be made due to an insufficiency of income or gain available for allocation hereunder, such unfulfilled allocations shall be treated as being required pursuant to this Section 3(b)(iii) in the next succeeding Allocation Year (and thereafter until made).

 

(iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income, gain and Simulated Gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 3(b)(i) or 3(b)(ii).

 

(v) Gross Income Allocations. In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership Allocation Year in excess of the sum of (A) the amount, if any, such Partner is required to restore pursuant to the provisions of this Annex A and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income, gain and Simulated Gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 3(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 3 have been tentatively made as if this Section 3(b)(v) were not in this Agreement.

 

(vi) Nonrecourse Deductions. Nonrecourse Deductions for any Allocation Year shall be allocated to the Partners in accordance with their respective Percentage Interests. If the Trustee determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated

 

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under Section 704(b) of the Code, the Trustee is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

 

(vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any Allocation Year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.

 

(viii) Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.

 

(ix) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain or Simulated Gain (if the adjustment increases the basis of the asset) or loss or Simulated Loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

 

(x) Economic Uniformity. At the election of the Trustee with respect to any taxable period, all or a portion of the remaining items of Partnership gross income, gain or Simulated Gain for such taxable period shall be allocated 100% to each Partner holding Sponsor Common Units, until each such Partner has been allocated an amount of gross income, gain or Simulated Gain that increases the Capital Account maintained with respect to such Sponsor Common Units to an amount that, after taking into account the other allocations of income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss to be made with respect to such Allocation Year, will equal the product of (A) the number of Sponsor Common Units held by such Partner and (B) the Uniform Per Unit Capital Amount. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Sponsor Common Units and the Capital Accounts underlying Public Common Units. This allocation method for establishing such economic uniformity will be available to the Trustee only if the method for apportioning the Capital Account maintained with respect to the Sponsor Common Units between the transferred and retained Sponsor Common Units pursuant to Section 2(d) does not otherwise provide such economic uniformity to the Sponsor Common Units.

 

(xi) Curative Allocation.

 

(A) Notwithstanding any other provision of this Section 3, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed

 

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Allocations so that, to the extent possible, the net amount of items of income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 3. Notwithstanding the preceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 3(b)(xi)(A) shall only be made with respect to Required Allocations to the extent the Trustee determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 3(b)(xi)(A) shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the Trustee determines that such allocations are likely to be offset by subsequent Required Allocations.

 

(B) The Trustee shall, with respect to each Allocation Year, (1) apply the provisions of Section 3(b)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 3(b)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

 

(xii) Liquidation. Notwithstanding any other provision of this Section 3, for the Allocation Year that includes the liquidation of the Trust (and any prior Allocation Year to the extent the Trustee determines it is appropriate), items of income, gain, loss, deduction and Simulated Gain (other than the Required Allocations) shall be specially allocated among the Partners in the manner determined appropriate by the Trustee so as to cause, to the maximum extent possible, the Capital Account in respect of each Unit to equal the amount such Unit will receive in liquidating distributions from the Trust.

 

(c) Simulated Basis, Simulated Depletion, Simulated Gain and Simulated Loss.

 

(i) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(k), Simulated Basis and Simulated Depletion with respect to each Depletable Property shall be determined using the simulated cost depletion method described in Treasury Regulation Section 1.704-1(b)(2)(iv)(K)(2) and shall be allocated among the Partners in accordance with their respective Percentage Interests.

 

(ii) Simulated Gain shall be allocated in the same manner as an item of gain in a corresponding amount would be allocated pursuant to Section 4(a).

 

(iii) Simulated Loss with respect to the disposition of an Depletable Property shall be allocated among the Partners in proportion to their allocable shares of total amount realized from such disposition under Section 4(c)(i)).

 

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4. Allocations for Tax Purposes.

 

(a) Except as otherwise provided in this Section 4, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 3.

 

(b) The deduction for depletion with respect to each separate Depletable Property shall be computed for U.S. federal income tax purposes separately by the Partners rather than by the Partnership in accordance with Section 613A(c)(7)(D) of the Code.

 

(i) Except as provided in Section 4(b)(ii), for purposes of such computation (before taking into account any adjustments resulting from an election made by the Partnership under Section 754 of the Code), the adjusted tax basis of each Depletable Property shall be allocated among the Partners in accordance with their respective Percentage Interests.

 

(ii) The Partners recognize that with respect to Depletable Property that is Contributed Property there may be a difference between the Carrying Value of such property at the time of contribution and the adjusted tax basis of such property at that time. In order to take into account the disparities between the Carrying Values and the adjusted tax bases with respect to such properties in accordance with the principles of Treasury Regulation Section 1.704-3(d), the adjusted tax basis of each Depletable Property shall be allocated among the Partners in such a manner that, to the maximum extent possible, each Partner (other than the Property Contributor) shall be allocated an amount of the Depletable Property’s adjusted tax basis equal to its share of the Partnership’s Simulated Basis in such Depletable Property. Each Partner shall separately keep records of his share of the adjusted tax basis in each Depletable Property, allocated as provided above, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property, and use such adjusted tax basis in the computation of its cost depletion or in the computation of his gain or loss on the disposition of such property by the Partnership.

 

(c) For the purposes of the separate computation of gain or loss by each Partner on the sale or disposition of each separate Depletable Property, the Partnership’s “amount realized” (as such term is defined in Section 1001(b) of the Code) from such sale or disposition shall be allocated for U.S. federal income tax purposes among the Partners as follows:

 

(i) first, to the extent such amount realized constitutes a recovery of the Simulated Basis of the property, to the Partners in the same proportion as the adjusted tax basis of such property was allocated to the Partners pursuant to Section 4(b);

 

(ii) second, to any Partner that contributed the Depletable Property to the Partnership in an amount equal (as of the time of such contribution) to the excess, if any, of the Simulated Basis of such property allocated to Partners other than the Property Contributor pursuant to Section 3(c)(i) over the sum of the amount of the adjusted basis therein allocated to such other Partners pursuant to Section 4(b)(ii) less the cumulative amount of remedial deductions, if any, allocated to such other Partners with respect to such Depletable Property pursuant to clause (ii) of Section 4(d);

 

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(iii) third, the remainder of such amount realized, if any, to the Partners so that, to the maximum extent possible, the amount realized allocated to each Partner under this Section 4(c)(iii) will equal such Partner’s share of the Simulated Gain recognized by the Partnership from such sale or disposition; and

 

(iv) any elections or other decisions relating to such allocations shall be made by the Trustee in any manner that reasonably reflects the purpose and intention of the Agreement.

 

(d) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property (i) in the case of Contributed Property other than Depletable Property, (A) items of income, gain and loss shall be allocated for U.S. federal income tax purposes among the Partners in any manner permissible under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to such Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 3; and (ii) in the case of a Contributed Property that is a Depletable Property in which a Public Unitholder’s allocable share of the Simulated Basis under Section 3(c)(i) exceeds his allocated share of the adjusted tax basis immediately after formation of the Partnership under Section 4(b), the Trustee shall make allocations, to the extent possible consistent with the Treasury Regulations under Sections 613A and 704 of the Code, of tax items applying the principles of Treasury Regulation Section 1.704-3(d) as necessary to eliminate such Book-Tax Disparity.

 

(e) For the proper administration of the Partnership and for the preservation of uniformity of the Trust Units, the Trustee shall (i) make special allocations for U.S. federal income tax purposes of income (including, without limitation, gross income) or deductions; and (ii) amend the provisions of this Annex A as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Trust Units. The Trustee may adopt such conventions, make such allocations and make such amendments to this Annex A as provided in this Section 4(e) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners or the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code.

 

(f) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the Trustee) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

 

(g) Each item of Partnership income, gain, loss and deduction shall for U.S. federal income tax purposes, be determined and allocated on a quarterly basis (i.e., for each Quarterly Period) and all such items for each Quarterly Period shall be allocated to the Partners that are Trust Unitholders of record as of the opening of the New York Stock Exchange on the Quarterly Record Date that occurs during such Quarterly Period; provided, however, that (i) income gain, loss and deduction attributable to any Quarterly Period ending on or prior to March 31, 2012,

 

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shall be allocated to the Partners as of the opening of the New York Stock Exchange on the first Quarterly Record Date and (ii) gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income or loss realized and recognized other than in the ordinary course of business, as determined by the Trustee, shall be allocated to the Partners as of the opening of the New York Stock Exchange on the first Quarterly Record Date that includes income from the quarter in which such gain or loss is recognized for U.S. federal income tax purposes. The Trustee may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder.

 

(h) Allocations that would otherwise be made to a Trust Unitholder under the provisions of this Section 4 shall instead be made to the beneficial owner of Trust Units held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the Trustee.

 

(i) The allocations pursuant to this Section 4 are solely for purposes of federal and state income taxes and will not affect, or in any way be taken into account in computing, a Partner’s Capital Account.

 

5. Special Provisions Relating to the Subordinated Unitholders.

 

(a) Immediately upon the conversion of Subordinated Units into Common Units pursuant to Section 3.15(b) of the Trust Agreement, the Trust Unitholder holding a Subordinated Unit shall possess with respect to such units all of the rights and obligations of a Trust Unitholder holding Common Units hereunder, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss and distributions made with respect to Common Units; provided, however, that such converted Subordinated Units shall be treated as Sponsor Common Units that remain subject to the provisions of Sections 2(d), 3(b)(x), and 5(b).

 

(b) The Trust Unitholder holding a Sponsor Common Unit shall not be permitted to transfer such Sponsor Common Unit until such time as the Trustee determines, based on advice of counsel, that each such Sponsor Common Unit should have, as a substantive matter, like intrinsic economic and U.S. federal income tax characteristics, in all material respects, to the intrinsic economic and U.S. federal income tax characteristics of a Public Common Unit. In connection with the condition imposed by this Section 5(b), the Trustee may take whatever steps are required to provide economic uniformity to such Sponsor Common Units in preparation for a transfer thereof, including the application of Sections 2(d) and 4(b)(x); provided, however, that no such steps may be taken that would have a material adverse effect on the Trust Unitholders holding Public Common Units.

 

6. Tax Matters.

 

(a) Tax Returns and Information. The Trustee shall timely file or cause to be filed all returns and reports of the Partnership that are required for federal, state and local income tax purposes on the basis of the accrual method and a taxable year ending on December 31. In the event the Partnership is required to use a taxable period other than a year ending on

 

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December 31, the Trustee shall use reasonable efforts to change the taxable period of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal and state income tax reporting purposes with respect to each Allocation Year shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s Allocation Year ends. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for U.S. federal income tax purposes.

 

(b) Tax Elections.

 

(i) The Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the Trustee’s determination that such revocation is in the best interests of the Trust Unitholders. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the Trustee shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Trust Unit will be deemed to be the lowest quoted closing price of the Trust Units on the New York Stock Exchange during the calendar month in which such transfer is deemed to occur pursuant to Section 4(f) without regard to the actual price paid by such transferee.

 

(ii) Except as otherwise provided herein, the Trustee shall determine whether the Partnership should make any other elections permitted by the Code.

 

(c) Tax Controversies. Subject to the provisions hereof, SandRidge Energy, Inc. is designated the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the Trustee and to do or refrain from doing any or all things reasonably required by the Trustee to conduct such proceedings.

 

(d) Withholding. Notwithstanding any other provision of this Annex A, the Trustee is authorized to take any action that may be required to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner (including, without limitation, by reason of Section 1441 of the Code), the Trustee may treat the amount withheld as a distribution of cash in the amount of such withholding from such Partner. If the payment is made to a taxing authority on behalf of a Partner whose identity cannot be determined, the Trustee may treat the amount withheld as a distribution of cash to all current Partners.

 

7. Additional Definitions.

 

Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end of each Allocation Year of the Partnership, (a) increased by any amounts that such

 

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Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such Allocation Year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such Allocation Year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 3(b)(i) or 3(b)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

 

Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 3, including, without limitation, a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

 

Agreed Value” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as determined by the Trustee.

 

Allocation Year” means (i) the period commencing on the Closing Date and ending on December 31, 2012, (ii) any subsequent period commencing on the first day of January and ending on the last day of December or (iii) any portion of the period described in clause (ii) for which the Partnership is required to allocate Net Income, Net Loss, and any other items of Partnership income, gain, loss or deduction pursuant to Section 3.

 

Book-Tax Disparity” means with respect to any item of Contributed Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property and the adjusted basis thereof for U.S. federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 2 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with U.S. federal income tax accounting principles.

 

Capital Account” is defined in Section 2.

 

Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership or that is contributed or deemed contributed to the Partnership on behalf of a Partner (including, in the case of an underwritten offering of Trust Units, the amount of any underwriting discounts or commissions).

 

Carrying Value” means (a) the Agreed Value of Contributed Property, and (b) with respect to any other Partnership property, the adjusted basis of such property for U.S. federal income tax purposes, all as of the time of determination.

 

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Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

 

Common Unit” is defined in the Agreement.

 

Contributed Property” means each property or other asset, in such form as may be permitted by the Trust Act, but excluding cash, contributed to the Partnership.

 

Curative Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 3(b)(xi).

 

Depletable Property” means each separate oil and gas property as defined in Section 614 of the Code, provided, however, Depletable Property shall not include any interest in an oil and gas property that is treated as a production payment within the meaning of Section 636 of the Code.

 

Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

 

Net Agreed Value” means the Agreed Value of any Contributed Property reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed.

 

Net Income” means, for any Allocation Year, the excess, if any, of the Partnership’s items of income and gain for such Allocation Year over the Partnership’s items of loss and deduction for such Allocation Year. The items included in the calculation of Net Income shall be determined in accordance with Section 2(b) and shall not include any items specially allocated under Section 3(b) or Section 3(c).

 

Net Loss” means, for any Allocation Year, the excess, if any, of the Partnership’s items of loss and deduction for such Allocation Year over the Partnership’s items of income and gain for such Allocation Year. The items included in the calculation of Net Loss shall be determined in accordance with Section 2(b) and shall not include any items specially allocated under Section 3(b) or Section 3(c).

 

Nonrecourse Built-in Gain” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Sections 4(d)(i)(A) and 4(d)(ii) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

 

Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including, without limitation, any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

 

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Nonrecourse Liability” has the meaning set forth in Treasury Regulation Section 1.752-2(b)(3).

 

Overallotment Option Closing Date” means the date or dates on which any Trust Units are sold by the Trust to the Underwriters upon exercise of the Overallotment Option.

 

Overallotment Option” means the overallotment option granted to the Underwriters by the Partnership pursuant to the Underwriting Agreement.

 

Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

 

Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

 

Partner Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including, without limitation, any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

 

Partnership Minimum Gain” means that amount determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

 

Percentage Interest” means as of any date of determination as to any Trust Unitholder holding Trust Units, the quotient obtained by dividing (A) the number of Trust Units held by such Trust Unitholder by (B) the total number of all outstanding Trust Units.

 

Property Contributor” means any Person that transfers Contributed Property to the Partnership in exchange for Trust Units.

 

Public Common Unit” means any Common Unit originally issued by the Trust solely for cash.

 

Record Holder” means the Person in whose name a Trust Unit is registered on the books of the transfer agent as of the opening of business on a particular Business Day.

 

Required Allocations” means any allocation of an item of income, gain, loss or deduction pursuant to Section 3(b)(i), Section 3(b)(ii), Section 3(b)(iv), Section 3(b)(v), Section 3(b)(vi), Section 3(b)(vii), Section 3(b)(viii) or Section 3(b)(ix).

 

Residual Gain” or “Residual Loss” means any item of gain or loss, as the case may be, of the Partnership recognized for U.S. federal income tax purposes resulting from a sale, exchange or other disposition of a Contributed Property (other than Depletable Property), to the extent such item of gain or loss is not allocated pursuant to Section 4(d)(i)(A) to eliminate Book-Tax Disparities.

 

Simulated Basis” means the Carrying Value of any Depletable Property.

 

Annex A - 13



 

Simulated Depletion” means, with respect to a Depletable Property, a depletion allowance computed solely for the purposes of maintaining Capital Accounts in accordance with Section 2(b)(iv) and in the manner specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(k)(2). For purposes of computing Simulated Depletion with respect to any property, the Simulated Basis of such property shall be deemed to be the Carrying Value of such property, and in no event shall such allowance for Simulated Depletion, in the aggregate, exceed such Simulated Basis.

 

Simulated Gain” means the excess, if any, of the amount realized from the sale or other disposition of a Depletable Property over the Carrying Value thereof.

 

Simulated Loss” means the excess, if any, of the Carrying Value of a Depletable Property over the amount realized from the sale or other disposition of such property.

 

Sponsor Common Unit” means any Common Unit held by a Person that (i) holds, or at any time from and after the creation of the Partnership has held, one or more Subordinated Units and (ii) has a Capital Account that differs (or prior to the end of the Subordination Period, could differ) in amount from the (i) product of the number of Subordinated Units, if any, and Common Units held by such Person times (ii) the Uniform Per Unit Capital Amount.

 

Subordinated Unit” is defined in the Agreement.

 

Trust Act” is defined in the Agreement.

 

Trust Unit” is defined in the Agreement.

 

Uniform Per Unit Capital Amount” means, as of any date of determination, the Capital Account, stated on a per Trust Unit basis, underlying any Public Common Unit.

 

Annex A - 14



EX-5.1 3 a2207803zex-5_1.htm EX-5.1

Exhibit 5.1

 

Richards, Layton and Finger, P.A.

 

 

March 14, 2012

 

SandRidge Mississippian Trust II
c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500
Austin, Texas 78701

 

Re:                               SandRidge Mississippian Trust II

 

Ladies and Gentlemen:

 

We have acted as special Delaware counsel for SandRidge Mississippian Trust II, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein.  At your request, this opinion is being furnished to you.

 

We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:

 

(a)                                  The Certificate of Trust of Trust (the “Certificate of Trust”), as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on December 13, 2011;

 

(b)                                 The Trust Agreement, dated as of December 13, 2011 (the “Initial Trust Agreement”), among SandRidge Energy, Inc., a Delaware corporation, (the “Company”), Corporation Trust Company, a Delaware corporation, as Delaware trustee (the “Delaware Trustee”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”);

 

(c)                                  The Registration Statement, as amended (the “Registration Statement”), on Form S-1, including a preliminary prospectus (the “Prospectus”) relating to the Common Units of the Trust representing beneficial interests in the Trust (each, a “Common Unit” and collectively, the “Common

 



 

Units”), filed by the Company and the Trust with the Securities and Exchange Commission on or about March 14, 2012;

 

(d)                                 A form of Amended and Restated Trust Agreement for the Trust (the “Trust Agreement”), to be entered into among the Company, the Delaware Trustee and the Trustee, attached as an exhibit to the Registration Statement; and

 

(e)                                  A Certificate of Good Standing for the Trust, dated March 14, 2012, obtained from the Secretary of State.

 

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.

 

As to various questions of fact material to our opinion, we have relied upon the representations made in the foregoing documents.

 

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

 

For purposes of this opinion, we have assumed (i) that the Initial Trust Agreement is in full force and effect and constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the formation, operation and termination of the Trust, and that the Certificate of Trust is in full force and effect and has not been amended, (ii) that, at the time the Common Units are issued by the Trust, the Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the formation, operation and termination of the Trust, that the Certificate of Trust will be in full force and effect and will not be amended and that the Trust Agreement will be in full force and effect and will be executed in substantially the form reviewed by us, (iii) the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents (other than the Trust) examined by us under the laws of the jurisdiction governing its organization or formation, (iv) the legal capacity of natural persons who are signatories to the documents examined by us, (v) that each of the parties to the documents (other than the Trust) examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (vi) the due authorization, execution and delivery by all parties thereto of all documents (other than the Trust) examined by us, (vii) the registration on the books of the Trust of the identity of each Person to whom a Common Unit is to be issued by the Trust (collectively, the “Common Unit Holders”) and the payment for such Common Unit, in accordance with the Trust Agreement and as contemplated by the Registration Statement, and (viii) that the Common Units will be duly issued and sold to the Common Unit Holders in accordance with the Trust Agreement and as contemplated by the Registration Statement.  We have not participated in the preparation of the Registration Statement (except for providing this opinion) or the Prospectus and assume no responsibility for their contents, other than this opinion.

 

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on

 

2



 

the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto.  Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

 

Based upon the foregoing, and upon our examination of such questions of laws and rules, regulations and orders thereunder as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

 

1.             The Trust has been duly formed and is validly existing in good standing as a statutory trust under the Statutory Trust Act.

 

2.             The Common Units of the Trust, when issued, will represent valid, fully paid and nonassessable beneficial interests in the Trust.

 

3.             The Common Unit Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

 

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.  We also hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus.  In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

 

Very truly yours,

 

 

 

/s/ Richards, Layton and Finger, P.A.

 

 

EAM/JWP

3



EX-5.2 4 a2207803zex-5_2.htm EX-5.2

Exhibit 5.2

 

 

 

March 14, 2012

 

SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102

 

Re:                               SandRidge Energy, Inc.

 

Ladies and Gentlemen:

 

We have acted as counsel to SandRidge Energy, Inc., a Delaware corporation (the “Company”), in connection with the registration by SandRidge Mississippian Trust II, a Delaware statutory trust (the “Trust”), under the Securities Act of 1933 (as amended, the “Act”), of common units representing beneficial interests in the Trust (the “Common Units”), pursuant to the registration statement of the Trust and the Company on Form S-1 and Form S-3 (File Nos. 333-178894 and 333-178894-01) initially filed with the Securities and Exchange Commission on January 5, 2012 (such registration statement, as amended to the date hereof, is herein referred to as the “Registration Statement”).

 

We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion, including the Trust Agreement of the Trust, dated as of December 13, 2011, by and among the Company, The Corporation Trust Company, as Delaware trustee (the “Delaware Trustee”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Initial Trust Agreement”), and the Amended and Restated Trust Agreement of the Trust, a form of which is filed as an exhibit to the Registration Statement, by and among the Company, the Delaware Trustee and the Trustee (the “Amended and Restated Trust Agreement” and, together with the Initial Trust Agreement, the “Trust Documents”).  We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.  We have also assumed that the Amended and Restated Trust Agreement will be executed by the parties thereto in substantially the form reviewed by us.  We have assumed further that the Trust has duly authorized the Common Units.  We have assumed further that the Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power, authority and legal right to issue the Common Units under the Amended and Restated Trust Agreement.

 



 

We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.

 

Based upon the foregoing, we are of the opinion that:

 

1.               The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver the Trust Documents and to perform its obligations thereunder.

 

2.               The Company has duly authorized the Trust Documents and has duly executed and delivered the Initial Trust Agreement.

 

We are members of the bar of District of Columbia and the State of New York.  We do not express any opinion herein on any laws other than the law of the State of New York, the General Corporation Law of the State of Delaware, and applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

 

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement.  We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

 

Very truly yours,

 

 

 

/s/ Covington & Burling LLP

 

2



EX-8.1 5 a2207803zex-8_1.htm EX-8.1

Exhibit 8.1

 

 

 

March 14, 2012

 

SandRidge Mississippian Trust II

919 Congress Avenue, Suite 500

Austin, Texas 78701

 

Ladies and Gentlemen:

 

We have acted as United States tax counsel to SandRidge Energy, Inc., a Delaware corporation, and SandRidge Mississippian Trust II (the “Trust”), a Delaware statutory trust, in connection with the offer and sale of common units representing beneficial interests in the Trust.  We have also participated in the preparation of a Registration Statement on Form S-1 and Form S-3 and the amendments thereto (collectively, the “Registration Statement”) to which this opinion is an exhibit.  In connection therewith, we prepared the discussion (the “Discussion”) set forth under the caption “U.S. Federal Income Tax Considerations” in the Registration Statement.

 

We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.  We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.

 

Based upon and subject to the foregoing, the legal statements in the Discussion represent our opinion of the United States federal income tax law matters referred to therein and such statements are (subject to the qualifications and other matters stated therein) accurate in all material respects.

 

The foregoing opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, Internal Revenue Service rulings and pronouncements, and judicial decisions now in effect, any of which may be changed at any time with retroactive effect.

 

We are members of the bar of the State of New York.  We do not express an opinion on any matters other than the United States federal income tax law matters specifically referred to herein.

 

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement.  We also consent to the use of our name in the prospectus which forms a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

 

 

 

Very truly yours,

 

 

 

/s/ Covington & Burling LLP

 

1



EX-10.6 6 a2207803zex-10_6.htm EX-10.6

Exhibit 10.6

 

ADMINISTRATIVE SERVICES AGREEMENT

 

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.

 

WHEREAS, pursuant to (A) that certain Term Overriding Royalty Interest Conveyance (PDP), that certain Term Overriding Royalty Interest Conveyance (Development), that certain Perpetual Overriding Royalty Interest Conveyance (PDP) and that certain Perpetual Overriding Royalty Interest Conveyance (Development), in each case, filed in Oklahoma and effective as of the Effective Time (collectively, the “OK Conveyances”), and (B) that certain Term Overriding Royalty Interest Conveyance (PDP), that certain Term Overriding Royalty Interest Conveyance (Development), that certain Perpetual Overriding Royalty Interest Conveyance (PDP) and that certain Long-Term Overriding Royalty Interest Conveyance (Development), in each case, filed in Kansas and effective as of the Effective Time (collectively, the “KS Conveyances”, and together with the OK Conveyances, the “Conveyances”), SandRidge Exploration and Production, LLC, a Delaware limited liability company, has caused to be conveyed to the Trust or Mistmada Oil Company, Inc., an Oklahoma corporation (the “Company Subsidiary”), as applicable, overriding royalty interests in certain oil and natural gas properties located in the Mississippian formation in northern Oklahoma and southern Kansas (the “Royalty Interests”);

 

WHEREAS, the Company Subsidiary has assigned all of its Royalty Interests to the Trust, and consequently the Trust holds all of the Royalty Interests; and

 

WHEREAS, in connection with the Conveyances, the Company has agreed to provide certain administrative services for the Trust in exchange for an administrative services fee as described herein.

 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intended to be legally bound hereby, it is agreed as follows:

 

ARTICLE I
DEFINITIONS

 

SECTION 1.01. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

 

AAA” has the meaning set forth in Section 2.07.

 

Administrative Services Fee” has the meaning set forth in Section 3.01.

 



 

Affiliate” means, with respect to any specified Person, another Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person.  As used in this definition, “control” (and the correlative terms “controlled by,” and “under common control”) means the possession by one Person, directly or indirectly, of the right or power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by contract or otherwise.

 

Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

 

Business Day” means any day that is not a Saturday, Sunday, a holiday determined by the New York Stock Exchange, Inc. as “affecting ‘ex’ dates” or any other day on which national banking institutions in New York, New York are closed as authorized or required by law.

 

Claimant” has the meaning set forth in Section 2.07.

 

Closing Date” means [•], 2012.

 

Company” has the meaning set forth in the introductory paragraph to this Agreement.

 

Company Subsidiary” has the meaning set forth in the recitals to this Agreement.

 

Conveyances” has the meaning set forth in the recitals to this Agreement.

 

Derivatives Agreement” means that certain Derivatives Agreement, dated as of [·], 2012, by and between the Company and the Trust, as the same may be amended from time to time.

 

Development Agreement” means that certain Development Agreement, effective as of the Effective Time, by and among the Company, SandRidge Exploration and Production, LLC, and the Trust, as the same may be amended from time to time.

 

Direct Hedge Contracts” means the Initial Direct Hedges and the Future Direct Hedges, in each case, as such contracts may be restructured, amended or modified from time to time.

 

Effective Time” has the meaning set forth in the introductory paragraph to this Agreement.

 

Excess Hedged Volumes” has the meaning set forth in Section 2.02(c).

 

External Expenses” means the actual out-of-pocket fees, costs and expenses incurred by the Company in connection with the provision of the Services.

 

Force Majeure” shall mean any cause beyond the reasonable control of the Company, including acts of God, strikes, lockouts, acts of the public enemy, wars or warlike

 

2



 

action (whether actual or impending), arrests and other restraints of government (civil or military), blockades, embargoes, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, sabotage, tornadoes, named tropical storms and hurricanes, and floods, civil disturbances, terrorism, mechanical breakdown of machinery or equipment, explosions, confiscation or seizure by any government or other public authority, any order of any court of competent jurisdiction, regulatory agency or governmental body having jurisdiction.

 

Future Direct Hedges” means oil derivative contracts that are entered into by the Trust after the Closing Date (i) upon the assignment, novation or other transfer of any of the SandRidge Hedge Contracts (or any portion thereof), or the replacement of SandRidge Hedge Contracts (or any portion thereof), in each case in accordance with the terms of the Derivatives Agreement, or (ii) in connection with the Reset of existing Direct Hedge Contracts in accordance with Section 2.02(c) of this Agreement.

 

Initial Direct Hedges” means those oil derivative contracts specified on Schedule 1 to the Trust Agreement, which contracts are to be entered into by the Trust with counterparties on or substantially concurrent with the Closing Date.

 

KS Conveyances” has the meaning set forth in the recitals to this Agreement.

 

OK Conveyances” has the meaning set forth in the recitals to this Agreement.

 

Party” has the meaning set forth in the introductory paragraph to this Agreement.

 

Person” means any natural person, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated association or other entity, organization, or association.

 

Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of [·], 2012, by and between the Trust and the Company.

 

Reset” has the meaning set forth in Section 2.02(c).

 

Respondent” has the meaning set forth in Section 2.07.

 

Royalty Interests” has the meaning set forth in the recitals to this Agreement.

 

Rules” has the meaning set forth in Section 2.07.

 

SandRidge Hedge Contracts” means those oil derivative contracts identified on Exhibit A to the Derivatives Agreement, as such contracts may be restructured, amended or modified from time to time.

 

Services” has the meaning set forth in Section 2.01.

 

Special Provisions” has the meaning set forth in Section 2.07.

 

Termination Date” has the meaning set forth in Section 5.01.

 

3



 

Trust” has the meaning set forth in the introductory paragraph to this Agreement.

 

Trust Agreement” means that certain Amended and Restated Trust Agreement of the Trust, dated as of [·], 2012 (as may be amended from time to time), by and among the Company, the Trustee and The Corporation Trust Company, as Delaware trustee.

 

Trustee” means 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, as trustee, acting not in its individual capacity but solely as trustee of the Trust.

 

SECTION 1.02. Construction.  Article, Section and subsection references in this Agreement are references to the corresponding Article, Section and subsection to this Agreement, unless otherwise specified.  If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).  Unless the context of this Agreement clearly requires otherwise, the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate.  All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified.  The words “includes” or “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.  Any reference in this Agreement to “$” or “dollars” shall mean the lawful currency of the United States of America.  When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded.  If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.  The words “hereof,” “hereby,” “herein,” “hereinafter,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.  All accounting terms or calculations used or made herein shall be in accordance with the generally accepted accounting principles of the United States. The division of this Agreement into Articles, Sections and other subdivisions are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

 

ARTICLE II
SERVICES

 

SECTION 2.01. Services. Subject to the terms of this Agreement and in exchange for the payments described in Section 3.01, the Company hereby agrees to provide the Trust with (a) services as are necessary to fulfill the purposes of the Trust as set forth in Section 2.02 of the Trust Agreement, including such accounting, bookkeeping and informational services as may be necessary for the preparation of reports the Trust is or may be required to prepare and/or file in accordance with applicable tax and securities laws, exchange listing rules and other requirements, including reserve reports, tax returns and Forms K-1 in each case, that the Trust may reasonably request the Company provide during the term of this Agreement; (b) services of a similar character and scope to those in the foregoing clause (a); (c) services that may be required to satisfy the Trust’s obligations under the Registration Rights Agreement; and

 

4



 

(d) services described in Section 2.02 of this Agreement related to the Trust’s hedging arrangements (all of the foregoing services, the “Services”). As a component of the Services, the Company shall, upon request of the Trust at any time, certify to the Trust the information necessary to make or confirm the calculations, computations and determinations required to be made from time to time under the various agreements to which the Company and the Trust (or Trustee) are parties, including, without limitation, all amounts and other facts necessary to make the various calculations, computations and determinations to be made under the Development Agreement.

 

SECTION 2.02. Hedge Manager Services.

 

(a) The Company shall serve as hedge manager for the Trust.  In this capacity, the Company shall administer, on behalf of the Trust, the Direct Hedge Contracts, including determining amounts owed by or to the Trust under the Direct Hedge Contracts, reviewing amounts determined by the Calculation Agent (as defined in the Direct Hedge Contracts), reviewing and taking appropriate action in response to notices and other communications from counterparties to the Direct Hedge Contracts, drafting and delivering any confirmations, notices or other documents related to the Direct Hedge Contracts and taking any and all other actions that the Company, in its sole discretion, deems necessary or appropriate to administer the Direct Hedge Contracts.

 

(b) As hedge manager, the Company shall have the power and authority to negotiate on behalf of the Trust, with counterparties the terms and conditions of any Future Direct Hedge to be entered into by the Trust, including in connection with any assignment, novation or other transfer to the Trust of a SandRidge Hedge Contract or the replacement of a SandRidge Hedge Contract with a Future Direct Hedge, in each case, in accordance with the Derivatives Agreement, or upon the Reset of a Direct Hedge Contract in accordance with Section 2.02(c) of this Agreement.

 

(c) If at any time the Company reasonably determines that the remaining volumes of oil hedged under the Direct Hedge Contracts and SandRidge Hedge Contracts exceed projected production of oil attributable to the Royalty Interests for the period or periods covered by such Direct Hedge Contracts and SandRidge Hedge Contracts (such difference, the “Excess Hedged Volumes”), the Company may, in its sole discretion, negotiate, on behalf of the Trust, with the Trust’s counterparties under the Direct Hedge Contracts to reset, terminate or replace, or otherwise modify, the terms of all or any portion of the Direct Hedge Contracts in order for the Trust to eliminate or reduce such Excess Hedged Volumes (any such reset, termination, replacement or modification, a “Reset”). The Company shall use commercially reasonable efforts to negotiate terms that would effect any such Reset in a manner that is cash neutral or advantageous to the Trust, but shall have no affirmative duty to negotiate for, or actually cause a Reset or other modification with respect to any Direct Hedge Contracts on behalf of the Trust. In connection with any Reset in accordance with this Section 2.02(c), the Company shall provide the Trust with (i) written notice identifying the Direct Hedge Contracts (or portions thereof) being reset and describing the material terms of the Reset, including a summary of the volumes, periods, and prices affected by the Reset, and (ii) copies of any revised or new transaction confirmations or other documents evidencing the Future Direct Hedges proposed to be entered into by the Trust in conjunction with such Reset. For the avoidance of doubt, the Company shall

 

5



 

have no affirmative duty to undertake any Reset and shall incur no liability in connection with affirmatively undertaking (or failing to undertake) a Reset (other than a failure to use its commercially reasonable efforts in effecting a Reset as expressly set forth in this Section 2.02(c) or for undertaking a Reset in bad faith).

 

(d) The Trustee shall cooperate with the Company in connection with any Reset or any other action the Company takes with respect to the Direct Hedge Contracts, to the extent reasonably requested to do so by the Company, including executing definitive documentation with counterparties. However, the Trustee shall have neither the right nor the responsibility to approve the terms and conditions of any Reset, which authority and responsibility shall rest solely with the Company, as hedge manager for the Trust.

 

SECTION 2.03. Performance of Services by Others. The Parties hereby agree that in discharging the Company’s obligations under this Agreement, the Company may, in its sole discretion, engage any other Person, including its Affiliates, to perform the Services (or any part of the Services) on its behalf and that, subject to the Company’s right to reimbursement for External Expenses in accordance with this Agreement, the performance of the Services (or any part of the Services) by any such Person shall be treated as if the Company performed such Services itself. Notwithstanding the foregoing, nothing contained herein shall relieve the Company of its obligations hereunder.

 

SECTION 2.04. Intellectual Property. Any (a) inventions, whether patentable or not, developed or invented, or (b) copyrightable material (and the intangible rights of copyright therein) developed, in each case by the Company, its Affiliates or its or their employees in connection with the performance of the Services shall be the property of the Company; provided, that the Trust shall be granted an irrevocable, royalty-free, non-exclusive and non-transferable right and license to use such inventions or material; provided, further, that the Trust shall only be granted such a right and license to the extent such grant does not conflict with, or result in a breach, default or violation of a right or license to use such inventions or material granted to the Company by any Person other than an Affiliate of the Company. Notwithstanding the foregoing, the Company will use all commercially reasonable efforts to grant such right and license to the Trust.

 

SECTION 2.05. Independent Status. It is expressly acknowledged by the Parties that each Party is an “independent contractor” and nothing in this Agreement is intended nor shall be construed to create an employer/employee, joint venture or partnership relationship between the Parties, or to allow any Party to exercise control or direction over the other Party. Except as required in connection with the performance of the Services, neither the Company nor any agent, employee, servant, contractor or subcontractor of the Company or any of its Affiliates shall have the authority to bind the Trust to any contract, agreement or arrangement. Neither the Trust nor the Trustee shall be liable for the salary, wages or benefits, including workers’ compensation insurance and unemployment insurance, of any employee, agent, servant, contractor or subcontractor of the Company or its Affiliates by virtue of this Agreement.  The Company shall not be a fiduciary with respect to the Trust or Trustee and shall owe no fiduciary duties or liabilities to the Trust or Trustee.

 

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SECTION 2.06. Warranties; Limitation of Liability. The Company will use commercially reasonable efforts to provide the Services in a good and workmanlike manner in accordance with the sound and prudent practices of providers of similar services. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, THE COMPANY MAKES NO (AND HEREBY DISCLAIMS AND NEGATES ANY AND ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE TO ANY OF THE PERSONS RECEIVING ANY SERVICES OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF SUCH SERVICES, REGARDLESS OF WHETHER THE PERSON PROVIDING SUCH SERVICES, ITS AFFILIATES OR OTHERS MAY BE WHOLLY, CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT, EXCEPT TO THE EXTENT SUCH EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARE PAID BY THE PARTY INCURRING SUCH DAMAGES TO A PERSON THAT IS NOT A PARTY TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 2.06 WILL SURVIVE TERMINATION OF THIS AGREEMENT.

 

SECTION 2.07. Disputes. ANY DISPUTE, CONTROVERSY OR CLAIM THAT MAY ARISE BETWEEN OR AMONG THE COMPANY (ON THE ONE HAND) AND THE TRUST (ON THE OTHER HAND) IN CONNECTION WITH OR OTHERWISE RELATING TO THIS AGREEMENT, THE NATURE OR QUALITY OF THE SERVICES, THE CALCULATION OR ALLOCATION OF THE ADMINISTRATIVE SERVICES FEE OR EXTERNAL EXPENSES OR THE APPLICATION, IMPLEMENTATION, VALIDITY OR ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT, SHALL BE FINALLY, CONCLUSIVELY AND EXCLUSIVELY SETTLED BY BINDING ARBITRATION IN OKLAHOMA CITY, OKLAHOMA IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES (THE “RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION OR ANY SUCCESSOR THERETO (“AAA”) THEN IN EFFECT. THE COMPANY AND THE TRUST HEREBY EXPRESSLY WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO TRIAL BY JURY, WITH RESPECT TO ANY MATTER SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION 2.07. EITHER THE COMPANY OR THE TRUST MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, IN ANY COURT HAVING JURISDICTION, TO COMPEL ARBITRATION OF ANY DISPUTE, CONTROVERSY OR CLAIM TO WHICH THIS SECTION 2.07 APPLIES. EXCEPT WITH RESPECT TO THE FOLLOWING PROVISIONS (THE “SPECIAL PROVISIONS”) WHICH SHALL APPLY WITH RESPECT TO ANY ARBITRATION PURSUANT TO THIS SECTION 2.07, THE INITIATION AND CONDUCT OF ARBITRATION SHALL BE AS SET FORTH IN THE RULES, WHICH RULES ARE INCORPORATED IN THIS AGREEMENT BY REFERENCE WITH THE SAME EFFECT AS IF THEY WERE ACTUALLY PRINTED HEREIN.

 

(a) In the event of any inconsistency between the Rules and the Special Provisions, the Special Provisions shall control. References in the Rules to a sole arbitrator shall be deemed to refer to the tribunal of arbitrators provided for under subparagraph (c) below in this Section 2.07.

 

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(b) The arbitration shall be administered by AAA.

 

(c) The arbitration shall be conducted by a tribunal of three arbitrators. Within ten days after arbitration is initiated pursuant to the Rules, the initiating party or parties (the “Claimant”) shall send written notice to the other party or parties (the “Respondent”), with a copy to the Oklahoma City, Oklahoma office of AAA (if no such office exists, to the Dallas, Texas office of AAA), designating the first arbitrator (who shall not be a representative or agent of any party but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Claimant to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to completely perform arbitral duties). Within ten days after receipt of such notice, the Respondent shall send written notice to the Claimant, with a copy to the Oklahoma City, Oklahoma office of AAA (if no such office exists, to the Dallas, Texas office of AAA) and to the first arbitrator, designating the second arbitrator (who shall not be a representative or agent of any party, but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Respondent to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to competently perform arbitral duties). Within ten days after such notice from the Respondent is received by the Claimant, the Respondent and the Claimant shall cause their respective designated arbitrators to select any mutually agreeable AAA panel member as the third arbitrator. If the respective designated arbitrators of the Respondent and the Claimant cannot so agree within said ten day period, then the third arbitrator will be determined pursuant to the Rules. For purposes of this Section 2.07, the Company (on the one hand) and the Trust (on the other hand) shall each be entitled to the selection of one arbitrator. Prior to commencement of the arbitration proceeding, each arbitrator shall have provided the parties with a resume outlining such arbitrator’s background and qualifications and shall certify that such arbitrator is not a representative or agent of any of the parties. If any arbitrator shall die, fail to act, resign, become disqualified or otherwise cease to act, then the arbitration proceeding shall be delayed for fifteen days and the party by or on behalf of whom such arbitrator was appointed shall be entitled to appoint a substitute arbitrator (meeting the qualifications set forth in this Section 2.07) within such fifteen day period; provided, that if the party by or on behalf of whom such arbitrator was appointed shall fail to appoint a substitute arbitrator within such fifteen day period, the substitute arbitrator shall be a neutral arbitrator appointed by the AAA arbitrator within fifteen days thereafter.

 

(d) All arbitration hearings shall be commenced within one hundred twenty days after arbitration is initiated pursuant to the Rules, unless, upon a showing of good cause by a party to the arbitration, the tribunal of arbitrators permits the extension of the commencement of such hearing; provided, that any such extension shall not be longer than sixty days.

 

(e) All claims presented for arbitration shall be particularly identified and the parties to the arbitration shall each prepare a statement of their position with the recommended courses of action. These statements of position and recommended courses of action shall be submitted to the tribunal of arbitrators chosen as provided hereinabove for binding decision. The tribunal of arbitrators shall not be empowered to make decisions beyond the scope of the position papers.

 

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(f) The arbitration proceeding will be governed by the substantive laws of the State of New York and will be conducted in accordance with such procedures as shall be fixed for such purpose by the tribunal of arbitrators, except that (i) discovery in connection with any arbitration proceeding shall be conducted in accordance with the Federal Rules of Civil Procedure and applicable case law, (ii) the tribunal of arbitrators shall have the power to compel discovery and (iii) unless the parties otherwise agree and except as may be provided in this Section 2.07, the arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any provision of state law or other applicable law or procedure inconsistent therewith or which would produce a different result. The parties shall preserve their right to assert and to avail themselves of the attorney-client and attorney-work-product privileges, and any other privileges to which they may be entitled pursuant to applicable law. No party to the arbitration or any arbitrator may compel or require mediation and/or settlement conferences without the prior written consent of all such parties and the tribunal of arbitrators.

 

(g) The tribunal of arbitrators shall make an arbitration award as soon as possible after the later of the close of evidence or the submission of final briefs, and in all cases the award shall be made not later than thirty days following submission of the matter. The finding and decision of a majority of the arbitrators shall be final and shall be binding upon the parties. Judgment upon the arbitration award or decision may be entered in any court having jurisdiction thereof or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The tribunal of arbitrators shall have the authority to assess liability for pre-award and post-award interest on the claims, attorneys’ fees, expert witness fees and all other expenses of arbitration as such arbitrators shall deem appropriate based on the outcome of the claims arbitrated. Unless otherwise agreed by the parties to the arbitration in writing, the arbitration award shall include findings of fact and conclusions of law.

 

(h) Nothing in this Section 2.07 shall be deemed to (i) limit the applicability of any otherwise applicable statute of limitations or repose or any waivers contained in this Agreement, (ii) constitute a waiver by any Party of the protections afforded by 12 U.S.C. § 91 or any successor statute thereto or any substantially equivalent state law, (iii) restrict the right of the Trustee to make application to any state or federal district court having jurisdiction in Oklahoma City, Oklahoma to appoint a successor Trustee or to request instructions with regard to any provision in this Agreement when the Trustee is unsure of its obligations thereunder, or (iv) apply to the Delaware Trustee (as defined in the Trust Agreement).

 

(i) The provisions of this Section 2.07 will survive termination of this Agreement.

 

ARTICLE III
ADMINISTRATIVE SERVICES FEE; REIMBURSEMENT OF EXPENSES

 

SECTION 3.01. Administrative Services Fee; Reimbursement of External Expenses.

 

(a)           The Trust shall pay to the Company an annual administrative services fee of $300,000 (the “Administrative Services Fee”), which shall be paid in immediately available funds and in equal quarterly installments, on or before the 45th day following each calendar quarter. In the event that this Agreement is terminated during a calendar quarter pursuant to

 

9



 

Section 5.01, the amount of the Administrative Services Fee for such calendar quarter shall be based upon the pro rata portion of the Administrative Services Fee that shall have accrued during such quarter up to and including the Termination Date.

 

(b)           In addition to the Administrative Services Fee, the Trust shall reimburse the Company on or before the 45th day following each calendar quarter for all reasonable and necessary External Expenses associated with the provision of Services in the preceding quarter as set forth in a reasonably detailed invoice provided by the Company to the Trust on or before the 15th day following each calendar quarter.

 

SECTION 3.02. Set-Off. In the event that the Company or any of its Affiliates owes the Trust a sum certain in an uncontested amount under any other agreement, then any such amounts may, in the sole discretion of the Company, be aggregated and the Trust and the Company (and the Company’s Affiliates, as the case may be) shall discharge their obligations by netting those amounts against any amounts owed by the Trust to the Company under this Agreement.

 

ARTICLE IV
FORCE MAJEURE

 

SECTION 4.01. Force Majeure. The Company’s obligation under this Agreement shall be excused when and to the extent its performance of that obligation is prevented due to Force Majeure. The Company shall promptly notify the Trustee that it is prevented from performing its obligations by reason of Force Majeure and shall exercise due diligence to end its inability to perform as promptly as practicable. Notwithstanding the foregoing, the Company shall not be required to settle any strike, lockout or other labor dispute in which it or any of its Affiliates may be involved.

 

ARTICLE V
MISCELLANEOUS

 

SECTION 5.01. Term and Termination.

 

(a) This Agreement shall become effective on the date of this Agreement and shall continue until the date (the “Termination Date”) that is the earliest of:

 

(i) the date the Trust shall have dissolved and commenced winding up its business and affairs in accordance with Section 9.02 of the Trust Agreement;

 

(ii) the date that all of the Conveyances have been terminated or are no longer held by the Trust;

 

(iii) the date that either the Company or the Trustee may designate by delivering a written notice no less than 90 days prior to such date; provided, that the Company’s drilling obligations under the Development Agreement shall have been completed by such date; provided, further, that the Company shall not terminate this Agreement except in connection with the Company’s transfer of some or all of the Subject Interests (as defined in the Conveyances) and then only with respect to the

 

10



 

Services to be provided with respect to the Subject Interests being transferred, and only upon the delivery to the Trustee of an agreement of the transferee of such Subject Interests, reasonably satisfactory to the Trustee, in which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred; and

 

(iv) the date as mutually agreed in writing by the Parties.

 

(b) Upon termination of this Agreement in accordance with Section 5.01(a)(i) or (ii), all rights and obligations under this Agreement shall cease except for (i) obligations that expressly survive termination of this Agreement, (ii) liabilities and obligations that have accrued prior to the Termination Date, including the obligation to pay any amounts that have become due and payable prior to such Termination Date and (iii) the obligation to pay any portion of the Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not become due and payable at such time. Upon termination of this Agreement in accordance with Section 5.01(a)(iii), the Company’s obligations to provide Services shall cease only with respect to the Subject Interests transferred, and shall otherwise continue unabated. In the event that the Company terminates this Agreement with respect to Subject Interests transferred in accordance with Section 5.01(a)(iii), the Administrative Services Fee shall be proportionately reduced, unless the Company certifies to the Trustee that such transfer of the Subject Interests will not result in a material decrease in the Company’s costs of providing the Services to the Trust with respect to the remaining Subject Interests.

 

SECTION 5.02. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by facsimile, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by facsimile, (iii) one Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the Parties as follows:

 

(a)           if to the Trust or the Trustee, to:

 

SandRidge Mississippian Trust II
c/o The Bank of New York Mellon Trust Company, N.A.
Institutional Trust Services
919 Congress Avenue, Suite 500
Austin, Texas 78701
Attention: Michael J. Ulrich
Facsimile No.: (512) 479-2253

 

With a copy to:

 

Bracewell & Giuliani LLP
111 Congress Avenue
Suite 2300
Austin, Texas 78701

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Attention: Thomas W. Adkins
Facsimile No.: (512) 479-3940

 

(b)           if to the Company, to:

 

SandRidge Energy, Inc.

123 Robert S. Kerr Avenue
Oklahoma City, OK 73102-6406

Attention: Philip T. Warman

Facsimile No.: (405) 429-5983

 

With a copy to:

 

Covington & Burling LLP

1201 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

Attention: David H. Engvall

Facsimile No. (202) 778 5307

 

or to such other address as such Person may have furnished to the other Persons identified in this Section 5.02 in writing in accordance herewith.

 

SECTION 5.03. Entire Agreement; Supersedure; Third Party Beneficiaries. This Agreement, together with all other agreements and documents contemplated to be executed and delivered in connection with the transactions contemplated hereby, constitutes the entire agreement of the Parties relating to the matters contained herein, and supersedes all prior contracts, agreements and understandings, whether written or oral, relating to the matters contained herein. This Agreement does not confer upon any Person, other than the Parties, any rights or remedies.

 

SECTION 5.04. Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any Party in the performance by that Party of its obligations under this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Party of the same or any other obligations of that Party under this Agreement.

 

SECTION 5.05. Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed by each of the Parties.

 

SECTION 5.06. Assignment. Except as provided in Section 2.03, and except for any transfer of the rights of the Trustee hereunder to a successor trustee of the Trust, no Party shall have the right to assign its rights or obligations under this Agreement without the written consent of the other Party.

 

SECTION 5.07. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

 

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SECTION 5.08. Severability. If any provision of this Agreement or the application thereof to any Party or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to the other Party or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

 

SECTION 5.09. Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

 

SECTION 5.10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

 

SECTION 5.11. Limitation of Trustee’s Liability. It is expressly understood and agreed by the Parties hereto that (a) this Agreement is executed and delivered by the Trustee not individually or personally, but solely as Trustee in the exercise of the powers and authority conferred and vested in it and (b) under no circumstances shall the Trustee be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. Further, the Trust’s obligations under the Direct Hedge Contracts shall be the sole liability and responsibility of the Trust, and the Trustee shall have no liability for any amounts due under any Direct Hedge Contract, SandRidge Hedge Contract or Reset.

 

[Page deliberately left blank]

 

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

 

SandRidge Energy, Inc.

 

 

 

By:

 

 

 

Name:

James D. Bennett

 

 

Title:

Executive Vice President and Chief Financial Officer

 

[Signature Page to Administrative Services Agreement]

 



 

 

SandRidge Mississippian Trust II

 

 

 

By:

The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

 

By:

 

 

 

Name:

Michael J. Ulrich

 

 

Title:

Vice President

 

[Signature Page to Administrative Services Agreement]



EX-10.8 7 a2207803zex-10_8.htm EX-10.8

Exhibit 10.8

 

DERIVATIVES AGREEMENT

 

This DERIVATIVES AGREEMENT, delivered as of April [·], 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, [·], 2012.

 

R E C I T A L S

 

WHEREAS, the Trust is governed by that certain Amended and Restated Trust Agreement dated as of April [·], 2012 by and among SandRidge, The Corporation Trust Company, as Delaware trustee, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”, and such agreement, the “Trust Agreement”);

 

WHEREAS, SandRidge Exploration and Production, LLC (“SandRidge Sub”), a Delaware limited liability company and a wholly-owned subsidiary of SandRidge, has conveyed (or caused to be conveyed) to the Trust certain royalty interests pursuant to (i) those certain Term Royalty Conveyances (as defined in the Trust Agreement), (ii) those certain Perpetual Royalty Conveyances (as defined in the Trust Agreement), (iii) and the Assignments of Overriding Royalty Interest (as defined in the Trust Agreement), in each case delivered to be effective as of 12:01 a.m., Central Time, January 1, 2012 (collectively, the “Conveyances”), pursuant to which SandRidge Sub will from time to time distribute cash proceeds to the Trust;

 

WHEREAS, SandRidge has entered into certain commodity derivatives transactions with [                         ];

 

WHEREAS, SandRidge and the Trust desire to allocate among themselves certain of the economic benefits and costs associated with these transactions;

 

NOW, THEREFORE, in consideration of the premises herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I
DEFINITIONS; TERMS GENERALLY

 

Section 1.01 Definitions. As used herein, terms defined above have the meanings given such terms above and the following terms have the following meanings:

 

Agreement” means this Derivatives Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

 

Approved Trust Counterparty” means any Person regularly engaged in the hedging of commodities who has (or who has a provider of credit support identified in such Person’s ISDA trade documentation that has) a long term corporate debt rating of A-/A3 (or the then-equivalent) by S&P or Moody’s or higher and who is a party to the Collateral Agency Agreement.

 



 

Bankruptcy Code” has the meaning given in Section 4.07(b).

 

Business Day” means a day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

 

Collateral Agency Agreement” means that certain Collateral Agency Agreement to be entered into by and among Wilmington Trust, National Association as Collateral Agent, the Trust and the other parties thereto, as amended, restated, supplemented, replaced or otherwise modified from time to time.

 

Confirmations” means the collective reference to each Confirmation attached hereto as Exhibit A.

 

Counterparties” means the collective reference to [                                  ].

 

Defaulting Party” means, with respect to any Trade on any date of determination, any Person: (a) that is a “Defaulting Party” or an “Affected Party” with respect to such Trade on such date under the applicable Trade Documents (as such terms are defined therein) or (b) in respect of which a “Potential Event of Default” or an “Event of Default” has occurred and is continuing on such date under the applicable Trade Documents (as such terms are defined therein).

 

Excess Hedged Volumes” has the meaning given in Section 3.02.

 

Excluded Amount” means any amount payable by one party to another party pursuant to any Trade Documents on account of indemnity or reimbursement obligations (including additional amounts owing in respect of tax gross up obligations), costs, fees, expenses (including attorneys fees) or default interest.

 

Illegality” has the meaning specified in the applicable Trade Documents; provided that the term “Illegality” when used herein in reference to any Trade will only be deemed to have occurred with respect to such Trade if either (a) the Counterparty is an “Affected Party” (as defined in the applicable Trade Documents) with respect to such Illegality; or (b) both (i) SandRidge is an “Affected Party” (as defined in the applicable Trade Documents) with respect to such Illegality and (ii) the Trust would have been an “Affected Party” (as defined in the applicable Trade Documents) with respect to such Illegality if it were a party to such Trade.

 

Illegality Termination Payment” means any Termination Payment that becomes due and payable as the result of the termination of any Trade prior to the stated termination date thereof based on the occurrence of an Illegality.

 

Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

 

“[                              ] Trade Documents” means the [ISDA Master Agreement dated as of [                        ], between SandRidge and [                                    ], including the Schedule thereto and each Confirmation entered into thereunder, in each case as in effect on the date hereof.]

 

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Period End Date” means March 31, June 30, September 30 and December 31 of each calendar year.

 

Person” means any natural person, corporation, limited liability company, trust, estate, joint venture, association, company, partnership, governmental authority or other entity or organization.

 

Quarterly Payment Date” means, with respect to any Quarterly Period, the date that is forty-five (45) days after the last day of such Quarterly Period.

 

Quarterly Period” means each period from but excluding one Period End Date to and including the next Period End Date.

 

Replaced Trade” has the meaning given in Section 3.01(b).

 

Reset” and “Reset Trade” have the meanings given in Section 3.02.

 

Royalty Interests” means the royalty interests conveyed to the Trust by the Conveyances.

 

S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

 

SandRidge Gross Up Amount” means, in relation to any Scheduled Payments or any Illegality Termination Payments required to be made by the Counterparties during any Quarterly Period, an amount equal to the sum of all such Scheduled Payments or Illegality Termination Payments, as the case may be, that were due and payable by the Counterparties but not paid by the Counterparties to SandRidge during such Quarterly Period (a) on account of the exercise of any right of netting or set-off against (i) obligations owed by SandRidge or its affiliates to the Counterparties or their affiliates under agreements or instruments other than the Trade Documents or (ii) any obligation of SandRidge to pay an Excluded Amount pursuant to the Trade Documents; or (b) to the extent that any Counterparty (i) set-off any such Scheduled Payments or Illegality Termination Payments, as the case may be, against any posted collateral held by SandRidge (or any obligation of SandRidge to transfer that posted collateral) or (ii) withheld payment of any such Scheduled Payments or Illegality Termination Payments, as the case may be, up to the value of any posted collateral held by SandRidge.

 

Scheduled Payment” means, with respect to any Trade, the net payment required to be made by one party thereto to the other party thereto on a “Payment Date” or a “Settlement Payment Date” pursuant to the related Confirmation, without giving effect to the existence of any “Potential Event of Default”, “Event of Default” or the designation of an “Early Termination Date” (as such terms are defined in the applicable Trade Documents) or any right of setoff, counterclaim or defense, and excluding, for the avoidance of doubt: (a) any obligation to transfer cash collateral or other collateral, (b) any Termination Payment and (c) any Excluded Amount.

 

Termination Payment” means, with respect to any Trade or group of Trades: (a) the net amount which is due and payable by one party thereto to the other party thereto in respect of the early termination of such Trade or group of Trades, as determined pursuant to the

 

3



 

applicable Trade Documents (including, for the avoidance of doubt, any unpaid amounts), but (b) without giving effect to any right of set-off and/or right to apply any margin, collateral, guarantees or other credit support delivered or held in connection with such Trade, and (c) excluding any Scheduled Payments (other than unpaid amounts) and any Excluded Amounts.

 

Trades” means the collective reference to each transaction evidenced by the Confirmations.

 

Trade Documents” means the collective reference to the [                      ] Trade Documents.

 

Transfer” and “Transferred Trade” have the meanings given in Section 3.01(a).

 

Trust Direct Hedges” means oil hedge contracts to which the Trust is a counterparty, including, but not limited to, (i) the hedge contracts specified on Schedule 1 to the Trust Agreement, (ii) Transferred Trades and (iii) Trust Replacement Trades, in each case as such hedge contracts may be restructured, amended or otherwise modified from time to time.

 

Trust Gross Up Amount” means, in relation to any Scheduled Payments or any Illegality Termination Payments required to be made by SandRidge during any Quarterly Period, an amount equal to the sum of all such Scheduled Payments or Illegality Termination Payments, as the case may be, that were due and payable by SandRidge but not paid by SandRidge to the Counterparties during such Quarterly Period to the extent that SandRidge (i) set-off any such Scheduled Payments or Illegality Termination Payments, as the case may be, against any posted collateral held by the Counterparties (or any obligation of the Counterparties to transfer that posted collateral) or (ii) withheld payment of any such Scheduled Payments or Illegality Termination Payments, as the case may be, up to the value of any posted collateral held by the Counterparties.

 

Trust Replacement Trade” has the meaning given in Section 3.01(b).

 

Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise: (a) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time; (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in this Agreement); (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (d) any reference herein to Sections or Exhibits shall be construed to refer to Sections of, or Exhibits to, this Agreement.

 

ARTICLE II
PAYMENTS

 

Section 2.01 Payments. On the Quarterly Payment Date for each Quarterly Period, commencing with the Quarterly Period ending [                        ], 2012:

 

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(a) SandRidge will pay to the Trust an amount equal to the sum of the following (without duplication): (i) all Scheduled Payments received by SandRidge from the Counterparties under all Trades during such Quarterly Period plus (ii) the SandRidge Gross Up Amount, if any, related to Scheduled Payments required to be made by the Counterparties to SandRidge under all Trades during such Quarterly Period plus (iii) the amount of any Scheduled Payment required to be made by any Counterparty to SandRidge under any Trade during such Quarterly Period that was not received by SandRidge from such Counterparty, but only if SandRidge was a Defaulting Party on the date such Scheduled Payment was required to be made by such Counterparty;

 

(b) the Trust will pay to SandRidge an amount equal to the sum of the following: (i) all Scheduled Payments made by SandRidge to the Counterparties under all Trades during such Quarterly Period plus (ii) the Trust Gross Up Amount, if any, related to Scheduled Payments required to be made by SandRidge to the Counterparties under all Trades during such Quarterly Period, excluding, in the case of both clauses (i) and (ii) of this subsection (b), any Scheduled Payment made by SandRidge to any Counterparty under any Trade with respect to which SandRidge (x) was a Defaulting Party on the date such Scheduled Payment was required to be made by SandRidge and (y) continues to be a Defaulting Party on the Quarterly Payment Date;

 

(c) SandRidge will pay to the Trust an amount equal to the sum of the following: (i) all Illegality Termination Payments received by SandRidge from the Counterparties under all Trades during such Quarterly Period plus (ii) the SandRidge Gross Up Amount, if any, related to Illegality Termination Payments required to be made by the Counterparties to SandRidge under all Trades during such Quarterly Period;

 

(d) the Trust will pay to SandRidge an amount equal to the sum of the following: (i) all Illegality Termination Payments made by SandRidge to the Counterparties under all Trades during such Quarterly Period plus (ii) the Trust Gross Up Amount, if any, related to Illegality Termination Payments required to be made by SandRidge to the Counterparties under all Trades during such Quarterly Period;

 

(e) if any Trade has been terminated prior to its stated termination date other than as the result of the occurrence of an Illegality, then notwithstanding the termination of such Trade, SandRidge will pay to the Trust an amount equal to the sum of each Scheduled Payment that would have become due and payable by the relevant Counterparty to SandRidge during such Quarterly Period if such Trade had not been so terminated; and

 

(f) if any Trade has been terminated prior to its stated termination date other than as the result of the occurrence of an Illegality, then notwithstanding the termination of such Trade, the Trust will pay to SandRidge an amount equal to the sum of each Scheduled Payment that would have become due and payable by SandRidge to the relevant Counterparty during such Quarterly Period if such Trade had not been so terminated.

 

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Section 2.02 Netting of Payments Under this Agreement.

 

(a) If, on any Quarterly Payment Date, identical amounts would otherwise be payable by each party to the other pursuant to Section 2.01, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged.

 

(b) If, on any Quarterly Payment Date, the aggregate amount that would otherwise have been payable by one party pursuant to Section 2.01 exceeds the aggregate amount that would otherwise have been payable by the other party, then the party that owes the larger aggregate amount must pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

 

Section 2.03 General Conditions. All payments made hereunder shall be made in immediately available funds to the account or accounts from time to time specified by the relevant payee. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day.  SandRidge shall determine the amounts due to (or from) the Trust under this Agreement, and all such determinations shall (in the absence of manifest error) be final and binding on each party.

 

Section 2.04 Certain Notices. SandRidge shall promptly notify the Trust of the designation of an “Early Termination Date” pursuant to any Trade Document and the termination of any Trade, and shall provide the Trust with any documentation or other information related thereto as the Trust may reasonably request from time to time.

 

ARTICLE III

TRANSFER AND REPLACEMENT OF TRADES; RESETTING OF TRADES

 

Section 3.01 Transferred Trades; Replaced Trades.

 

(a) Subject to Section 3.01(b) below, SandRidge may, at any time and in its sole discretion, assign, novate or otherwise transfer (each, a “Transfer”) any Trade, or any portion of any Trade, to the Trust.  Any such Transfer shall constitute the complete assignment, novation or other transfer of all of SandRidge’s obligations and agreements, and all of SandRidge’s rights, remedies, and powers, under such Trade (or any portion thereof).  Any such Transfer of a Trade (or any portion thereof) shall be subject to the conditions set forth in Section 3.01(c) below.  Trades (or portions thereof) that are Transferred to the Trust in accordance with this Section 3.01(a) are referred to herein as “Transferred Trades.”  Each of the Trust and SandRidge shall pay its respective fees and expenses relating to any Transfer of a Trade (or portion thereof), including attorneys’ fees and expenses.

 

(b) In addition, SandRidge may, at any time and in its sole discretion, request the Trust to enter into new commodity derivatives transactions (each, a “Trust Replacement Trade”) to replace all or any portion of the volumes hedged under Trades that have not been assigned, novated or otherwise transferred to the Trust pursuant to Section 3.01(a) above.  The execution of any Trust Replacement Trade shall be subject to the conditions set forth in Section 3.01(c) below.  Trades (or portions thereof) that are replaced with Trust Replacement Trades in accordance with this Section 3.01(b) are referred to herein as “Replaced Trades.”  Replaced Trades may not be assigned, novated or otherwise transferred to the Trust pursuant to Section 3.01(a) above.

 

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(c) Any Transfer of a Trade (or any portion thereof), and any entry by the Trust into a Trust Replacement Trade, shall be subject to the conditions that, upon the effectiveness of such proposed Transfer or the execution of such proposed Trust Replacement Trade, as the case may be, (i) the counterparty to such Transferred Trade or Trust Replacement Trade shall be an Approved Trust Counterparty, (ii) the hedging effects of such Transferred Trade or Trust Replacement Trade shall, in SandRidge’s sole determination, be economically equivalent to the hedging effects of the Transferred Trade or the Replaced Trade, as the case may be, immediately prior to the proposed Transfer or replacement, and (iii) immediately prior to the Transfer of any Trade pursuant to Section 3.01(a) or immediately prior to the entering into a Trust Replacement Trade pursuant to Section 3.01(b), as the case may be, no default, event of default, termination event, early termination event, potential event of default or potential termination event shall have occurred and be continuing and no early termination date shall have been specified or shall have occurred, with respect to such Transferred Trade or Trade replaced with such Trust Replacement Trade, as the case may be.  For the avoidance of doubt, in determining whether such Transferred Trades or Trust Replacement Trades have economically equivalent hedging effects as the existing Trades, the presence or absence of collateral supporting the Trust’s obligations under Transferred Trades or Trust Replacement Trades shall not be considered.  The Trust hereby consents to any Transfer of a Trade, and any entry by the Trust into a Trust Replacement Trade, meeting the foregoing conditions, and the Trust acknowledges that no further review or approval by the Trust shall be required to effect any such Transfer or to execute any such Trust Replacement Trade.  The Trust agrees that it will execute, or cause to be executed, such confirmations, acknowledgements, notices, and other documents requested by SandRidge, or that may otherwise be necessary or desirable, to effect any Transfer of a Trade or enter into any Trust Replacement Trade.  In addition, the written instrument or instruments governing any Transfer and/or any Transferred Trade shall include an acknowledgement by the counterparty to the Transferred Trade that SandRidge is not a party to, nor does SandRidge have any obligations under, the Transferred Trade effective as of and following the time of such Transfer.

 

(d) In connection with any Transferred Trade or Trust Replacement Trade in accordance with this Section 3.01, SandRidge shall provide the Trust with written notice identifying the Trade or portion of a Trade being Transferred or replaced with a Trust Replacement Trade.  In addition, at least five (5) Business Days prior to the anticipated date of any Transfer or any execution of a Trust Replacement Trade, SandRidge shall provide the Trust with substantially complete drafts of all relevant documentation relating to such Transferred Trade or Trust Replacement Trade, including the ISDA master agreement, related schedules, and transaction confirmations.  Upon the effective date of any Transfer or execution of any Trust Replacement Trade, all of the obligations of SandRidge and the Trust under this Agreement with respect to the volumes covered by the Transferred Trade or Replaced Trade will cease, and SandRidge shall deliver to the Trust a revised Exhibit A, reflecting the removal from such Exhibit A of the Confirmations (or portions thereof) covered by the Transferred Trade or the Replaced Trade, as applicable.

 

Section 3.02 Resetting of Trades.  If at any time SandRidge reasonably determines that the remaining volumes of oil hedged under the Trades and Trust Direct Hedges exceed projected production of oil attributable to the Royalty Interests for the period or periods covered by such Trades and Trust Direct Hedges (such difference, the “Excess Hedged Volumes”), SandRidge may, in its sole discretion, reset, terminate or replace, or otherwise

 

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modify, the terms of all or any portion of the Trades in order to eliminate or reduce such Excess Hedged Volumes (any such action, a “Reset”).  SandRidge shall use commercially reasonable efforts to effect any such Reset in a manner that is cash neutral (or advantageous) to the Trust, but shall have no affirmative duty to reset or otherwise modify any Trades.  In connection with any Reset in accordance with this Section 3.02, SandRidge shall provide the Trust with (i) written notice identifying the Trades or portions thereof being reset and describing the material terms of the Reset, including a summary of the volumes, periods, and prices affected by the Reset, and (ii) copies of any revised or new transaction confirmations evidencing new transactions entered into in conjunction with such Reset (“Reset Trades”).  Upon the effective date of any Reset, SandRidge shall deliver to the Trust a revised Exhibit A, reflecting the replacement of the Confirmations (or portions thereof) affected by the Reset with the transaction confirmations evidencing the Reset Trades.  The Trust agrees that it will execute, or cause to be executed, such acknowledgements, notices, and other documents requested by SandRidge, or that may otherwise be necessary or desirable, to give effect to the foregoing.  For the avoidance of doubt, SandRidge shall have no affirmative duty to undertake any Reset and shall incur no liability in connection with affirmatively undertaking (or failing to undertake) a Reset (other than a failure to use its commercially reasonable efforts in effecting a Reset as expressly set forth in this Section 3.02 or for undertaking a Reset in bad faith).

 

ARTICLE IV
MISCELLANEOUS

 

Section 4.01 Amendments. Any amendment, modification or waiver in respect of this Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties hereto.  Except as set forth in Article III, SandRidge will not make any material amendment to the terms of the Trades without the Trust’s consent.

 

Section 4.02 No Waiver. No failure on the part of any party to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

 

Section 4.03 Remedies Cumulative; Non-Exclusive; Etc. All rights, powers, privileges, remedies, and recourses granted in this Agreement or otherwise available at law or equity: (a) shall be cumulative and concurrent; (b) may be pursued separately, successively, or concurrently; (c) may be exercised as often as the occasion therefor shall arise, it being agreed that the exercise or failure to exercise or the beginning, or the abandonment, or the delay of any of same, shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse and (d) are intended to be, and shall be, nonexclusive.

 

Section 4.04 Successors and Assigns. The provisions of this Agreement shall be binding upon each party and its successors and permitted assigns and shall inure, together with all the rights and remedies hereunder, to the benefit of such party and its respective successors and assigns; provided that no party may assign, transfer or delegate any of its rights or

 

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obligations under this Agreement without the prior written consent of the other party, and any such purported assignment, transfer or delegation shall be null and void.

 

Section 4.05 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

 

Section 4.06 Survival; Revival; Restatement. To the extent that any payments made hereunder are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person or entity under any bankruptcy law, common law or equitable cause, then to such extent, the obligations so satisfied shall be revived and continue as if such payment had not been received and the rights, powers and remedies under this Agreement shall continue in full force and effect. In such event, this Agreement shall be automatically reinstated and each party shall take such action as may be reasonably requested by any other party to effect such reinstatement.

 

Section 4.07 Acknowledgments.

 

(a) Each party hereby acknowledges that (i) no party has any fiduciary relationship with or duty to any other party arising out of or in connection with this Agreement; (ii) no joint venture is created hereby or otherwise exists by virtue of the transactions contemplated hereby among the parties hereto; (iii) no other party is acting as a fiduciary or financial or investment advisor for it; (iv) it is not relying upon any representations (whether written or oral) of any other party; (v) no other party has given to it (directly or indirectly through any other Person) any advice, counsel, assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement; (vi) it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary, and not upon any view expressed by the other party; (vii) all trading decisions have been the result of arm’s length negotiations between the parties; (viii) it has a duty to read the Trade Documents and agrees that it is charged with notice and knowledge of the terms of the Trade Documents; that it has in fact read the Trade Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof and (ix) it is entering into this Agreement with a full understanding of all of the risks hereof (economic and otherwise) and it is capable of assuming and willing to assume (financially and otherwise) those risks.

 

(b) Without limiting the applicability of any other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy Code”) (including Sections 362, 546, 556, and 560 thereof and the applicable definitions in Section 101 thereof), the parties intend that the transactions contemplated by this Agreement will constitute “forward contracts” or “swap agreements” as defined in Section 101 of the Bankruptcy Code, and that the parties are entitled to the rights under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code.

 

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(c) Each party represents to the other party that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act, Section 1a(12).

 

Section 4.08 No Agency Relationship, No Assignment of Trades. Each of the parties hereto acknowledges and agrees that no agency relationship is created hereby or otherwise exists by virtue of the transactions contemplated hereby among the parties hereto, it being expressly understood and agreed that SandRidge has entered into the Trades and the Trade Documents related thereto as principal on its own behalf, and SandRidge is not acting as an agent of the Trust with respect to any Trade nor is SandRidge acting in any other capacity on behalf of the Trust, fiduciary or otherwise. Nothing contained herein shall be interpreted to create or operate as an assignment, transfer or novation of any Trade, any Trade Document or any interest or obligation therein or thereunder.

 

Section 4.09 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

Section 4.10 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. In making proof of this Agreement, it shall not be necessary to produce or account for any counterpart other than one signed by the party against which enforcement is sought. Delivery of an executed counterpart of a signature page of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

 

Section 4.11 ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 

Section 4.12 No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and no other Person (including any Counterparty or Trust unitholder) shall have any rights, claims, remedies or privileges hereunder against any party hereto for any reason whatsoever. There are no third party beneficiaries.

 

Section 4.13 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered for the Trust by The Bank of New York Mellon Trust Company, N.A. (the “Bank”), as Trustee of the Trust, not individually or personally, but solely as Trustee in the exercise of the powers and authority conferred and vested in it as Trustee of the Trust and (b) under no circumstances shall the Bank or Trustee be liable for any liability or obligation of the Trust hereunder.  It is further expressly understood and agreed by the parties hereto that neither the Bank nor the Trustee shall have any authority over, or responsibility or liability for, the transactions contemplated by this Agreement, all of which are hereby agreed to be the sole responsibility of SandRidge and the Trust.

 

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Section 4.14 Tax Hedge Designation. Unless otherwise specifically identified, the Trust hereby identifies and designates this Agreement and the economic benefits and costs associated with the underlying commodity derivatives transactions as a hedging transaction for tax purposes under Section 1221(a)(7) of the Internal Revenue Code of 1986, as amended and Section 1.1221-2 of the Treasury regulations promulgated under the Internal Revenue Code.  The transactions being hedged are as follows (in each case by SandRidge attributable to the Trust):

 

the sale of approximately:

[·] Bbl per day of oil production during the period of [·], 2012 through December 31, 2012;

[·] Bbl per day of oil production during 2013;

[·] Bbl per day of oil production during 2014;

[·] Bbl per day of oil production during 2015; and

[·] Bbl per day of oil production during the period January 1, 2016 through [·], 2016.

 

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IN WITNESS WHEREOF, intending to be legally bound, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

 

 

SandRidge Energy, Inc.

 

 

 

 

By:

 

 

 

Name:

James D. Bennett

 

 

Title:

Executive Vice President and Chief Financial Officer

 

[Signature Page to Derivatives Agreement]

 



 

 

  SandRidge Mississippian Trust II

 

 

 

By:

The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

  By:

 

 

 

Name:

Michael J. Ulrich

 

 

Title:

Vice President

 

[Signature Page to Derivatives Agreement]

 



 

EXHIBIT A

 

CONFIRMATIONS

 



EX-10.10 8 a2207803zex-10_10.htm EX-10.10

Exhibit 10.10

 

REGISTRATION RIGHTS AGREEMENT

 

BY AND BETWEEN

 

SANDRIDGE MISSISSIPPIAN TRUST II

 

AND

 

SANDRIDGE ENERGY, INC.,

 

DATED AS OF [·], 2012

 



 

This Registration Rights Agreement (the “Agreement”) is made and entered into as of [•], 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.

 

WHEREAS, in connection with the initial public offering of common units of beneficial interests of the Trust, the Trust has agreed to file a registration statement or registration statements relating to the sales by SandRidge, SandRidge Exploration and Production, LLC (“SandRidge E&P”), a Delaware limited liability company and wholly owned subsidiary of SandRidge, and their respective Transferees of certain of the Trust Units (as each capitalized term is defined below).

 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, it is agreed as follows:

 

SECTION 1.         Definitions. As used in this Agreement, the following terms shall have the following meanings:

 

Affiliate” means with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common control with, the specified person. As used in this definition, the term “control” (and the correlative terms “controlling,” “controlled by,” and “under common control”) shall mean the possession, directly or indirectly, of the right or power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

 

Agreement” has the meaning set forth in the introductory paragraph hereof.

 

Business Day” means any day that is not a Saturday, Sunday, a holiday determined by the New York Stock Exchange, Inc., as “affecting ‘ex’ dates” or any other day on which national banking institutions in New York, New York are closed.

 

Common Units” has the meaning set forth in the Trust Agreement.

 

Deferral Notice” has the meaning set forth in Section 3(j) hereof.

 

Deferral Period” has the meaning set forth in Section 3(j) hereof.

 

Demand Notice” has the meaning set forth in Section 2(a) hereof.

 

Demand Registration” has the meaning set forth in Section 2(a) hereof.

 

Demanding Qualified Holder(s)” shall mean, with respect to any Demand Registration, the Qualified Holder(s) delivering the relevant Demand Notice.

 

Effective Period” means the period commencing on the 180th day after the date hereof and ending on the date that all Registrable Securities have ceased to be Registrable Securities.

 



 

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

 

Expenses” has the meaning set forth in Section 6(a) hereof.

 

FINRA” has the meaning set forth in Section 3(o) hereof.

 

Indemnified Party” has the meaning set forth in Section 6(d) hereof.

 

Indemnifying Party” has the meaning set forth in Section 6(d) hereof.

 

Material Event” has the meaning set forth in Section 3(j) hereof.

 

Notice” has the meaning set forth in Section 2(d) hereof.

 

person” shall mean any individual, partnership, limited liability company, corporation, estate, trust, joint venture, unincorporated association, governmental body or other entity, organization or association.

 

Prospectus” means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any amendment, prospectus supplement or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act), including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

 

Qualified Holder” shall mean SandRidge, SandRidge E&P and any Transferee of SandRidge or SandRidge E&P, to whom Registrable Securities are permitted to be transferred in accordance with the terms of this Agreement and, in each case, who continues to be entitled to the rights of a Qualified Holder hereunder.

 

Registrable Securities” means the Trust Units held by the Qualified Holders and any securities into or for which such Trust Units have been converted or exchanged, and any security issued with respect thereto upon any dividend, split or similar event until, in the case of any such Trust Units or other security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Registration Statement covering it, (ii) its disposal pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (iii) its sale in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, (iv) its being held by the Trust, (v) 10 years after a Qualified Holder of such security ceases to be an Affiliate of the Trust or (vi) if such security has been sold in a private transaction in which the transferor’s rights under this Agreement are assigned to the transferee and such transferee is not an Affiliate of the Trust, the time that is one year following the transfer of such security to such transferee.

 

Registration Statement” means any registration statement of the Trust, including any Shelf Registration Statement, that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such

 

2



 

registration statement, including post-effective amendments, all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such registration statement.

 

Required Information” has the meaning set forth in Section 4(a) hereof.

 

Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

 

Rule 144A” means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

 

SandRidge” has the meaning set forth in the introductory paragraph hereof.

 

SandRidge E&P” has the meaning set forth in the recitals hereof.

 

SEC” means the U.S. Securities and Exchange Commission.

 

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

 

Shelf Registration Statement” means a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC) registering the resale of Registrable Securities from time to time by any Qualified Holder.

 

Special Counsel” means Covington & Burling LLP or such other successor counsel as shall be specified in writing by Qualified Holders holding a majority of all Registrable Securities.

 

Subordinated Units” has the meaning set forth in the Trust Agreement.

 

Transferee” means any person or group of persons that purchases any Registrable Securities from SandRidge or SandRidge E&P or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by SandRidge, SandRidge E&P or any of their respective Affiliates; provided, that such person or group (i) agrees to be designated as a Transferee hereunder, (ii) is specifically designated as a Transferee hereunder in writing by SandRidge to the Trust, (iii) holds Registrable Securities representing at least 100,000 of the then-outstanding Registrable Securities and (iv) in the case of a group, such group shall collectively agree to constitute a single Transferee for purposes of this Agreement (including for purposes of exercising any Demand Registration right transferred to such group hereunder).

 

Trust” has the meaning set forth in the introductory paragraph hereof.

 

Trust Agreement” means that certain Amended and Restated Trust Agreement of the Trust, dated as of the date hereof.

 

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Trust Units” means Common Units and Subordinated Units.

 

Trustee” means 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, as trustee, acting not in its individual capacity but solely as trustee of the Trust.

 

SECTION 2.         Demand Registration Rights.

 

(a)           During the Effective Period, a Qualified Holder shall have the right, by delivering a written notice to the Trust (the “Demand Notice”), to require the Trust to register, pursuant to the terms of this Agreement and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered (a “Demand Registration”). A Demand Notice must specify the number of Registrable Securities to be registered and the Qualified Holder’s intended method of disposition thereof.

 

(b)           The Qualified Holders shall be entitled to up to five Demand Registrations. Notwithstanding any other provision of this Section 2, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice).

 

(c)           No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto does not become effective, or its effectiveness is not maintained, for the period required pursuant to Section 2(e), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof.

 

(d)           Within ten (10) days after receipt by the Trust of a Demand Notice, the Trust shall give written notice (the “Notice”) of such Demand Notice to all other Qualified Holders and shall, subject to the provisions of Section 2(f) hereof, include in such registration all Registrable Securities held by such Qualified Holders with respect to which the Trust received written requests for inclusion therein within ten (10) days after such Notice is given by the Trust to such holders.

 

(e)           The Trust shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of ninety (90) days after the effective date thereof or, in the case of a Shelf Registration Statement, until such time as all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities; provided, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such registration at the request of (i) an underwriter of the Trust or (ii) the Trust pursuant to this Agreement.

 

(f)            If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter advises the holders of such securities in writing that in its view the total amount of securities proposed to be sold in such offering (including securities proposed to be sold by persons other than Demanding Qualified Holders pursuant to incidental or piggyback registration

 

4



 

rights) is such as to adversely affect the success of such offering, then the amount of securities to be offered for the account of Demanding Qualified Holders and for the account of persons other than Demanding Qualified Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter by:

 

(i)            First, reducing, or eliminating if necessary, all securities requested to be included by persons other than Demanding Qualified Holders, and

 

(ii)           Second, if necessary, reducing the Registrable Securities requested to be included by the Demanding Qualified Holders, pro rata among such Demanding Qualified Holders on the basis of the percentage of the total Registrable Securities requested to be included in such Registration Statement by each such holder.

 

In connection with any Demand Registration to which the provisions of this Section 2(f) apply, no securities other than Registrable Securities shall be covered by such Demand Registration except in accordance with this Section 2(f), and such registration shall not reduce the number of Demand Registrations available to the Qualified Holders under Section 2(b) if the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that the Demanding Qualified Holders requested be included.

 

(g)           The Trust shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 90 days, the filing of a Registration Statement if the Trust delivers to the Demanding Qualified Holders a certificate signed by the Trust certifying that, in its good faith judgment, it would be detrimental to the Trust and its unitholders for such Registration Statement to be filed and it therefore would be beneficial to defer the filing of such Registration Statement. If the Trust shall so postpone the filing of a Registration Statement, the Demanding Qualified Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Trust, and in the event of such withdrawal, such request shall not reduce the number of available registrations with respect to the Qualified Holders under this Section 2.

 

(h)           Whenever the Trust shall effect a Demand Registration pursuant to this Section 2 in connection with an underwritten offering, no securities other than Registrable Securities shall be covered by such Demand Registration, unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a majority of the Registrable Securities included in such Demand Registration by the Demanding Qualified Holders.

 

SECTION 3.         Registration Procedures. Following receipt of a Demand Notice, the Trust shall:

 

(a)           Use its reasonable best efforts to (i) prepare and file with the SEC, no later than 45 days after receiving the Demand Notice, a Registration Statement or Registration

 

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Statements (including, if so requested by the Qualified Holders, a Shelf Registration Statement), on any appropriate form under the Securities Act available for the sale of the Registrable Securities by the holders thereof in accordance with the intended method or methods of distribution thereof, and (ii) cause each such Registration Statement to become effective as promptly as practicable after filing and remain effective for the period of time provided in Section 2(e); provided, that before filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC (but excluding reports filed with the SEC under the Exchange Act), the Trust shall furnish to the Qualified Holders, the Special Counsel and the managing underwriters, if any, copies of any such document at least three (3) Business Days prior to the filing thereof;

 

(b)           Subject to Section 3(j), (i) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein with respect to the disposition of all securities covered by such Registration Statement; (ii) cause the related Prospectus to be supplemented by any required prospectus supplement or free writing prospectus, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and (iii) use reasonable best efforts to comply with the provisions of the Securities Act applicable to the Trust with respect to the disposition of all securities covered by such Registration Statement during the period provided herein with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented;

 

(c)           Subject to Section 3(j), as promptly as practicable after the date a Registration Statement is declared effective and the Required Information is delivered pursuant to Section 4 hereof:

 

(i)            if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement, a supplement to the related Prospectus, a supplement or amendment to any document incorporated in the Prospectus by reference and/or any other document required to be filed so that the Qualified Holder delivering such Required Information is named as a selling securityholder in the Registration Statement and the related Prospectus in such a manner as to permit such Qualified Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Trust shall file a post-effective amendment to the Registration Statement, use reasonable best efforts  to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable; and

 

(ii)           provide such Qualified Holder copies of any documents filed pursuant to Section 3(c)(i) and notify such Qualified Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3(c)(i); provided, that if the Required Information is delivered during a Deferral Period, the Trust shall so inform the Qualified Holder delivering such Required Information. Notwithstanding anything contained herein to the contrary, the Trust shall be under no obligation to name any Qualified Holder that has failed to deliver the Required Information in the manner

 

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set forth in Section 4 hereof as a selling securityholder in any Registration Statement or related Prospectus;

 

(d)           As promptly as practicable, give notice to the Qualified Holders, the Special Counsel and the managing underwriters, if any, (i) when any Prospectus, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment thereto, when the same has been declared effective, (ii) of any request, following the effectiveness of any Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Trust of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of, but not the nature of or details concerning, a Material Event (as defined below) and (vi) of the determination by the Trust that a post-effective amendment to a Registration Statement will be filed with the SEC, which notice may, at the discretion of the Trust (or as required pursuant to Section 3(j)), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(j) shall apply;

 

(e)           Use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case as promptly as practicable, and provide prompt notice to each Qualified Holder of the withdrawal of any such order;

 

(f)            If requested by the managing underwriters, if any, or the Qualified Holders of the Registrable Securities being sold in connection with an underwritten offering, promptly include in a prospectus supplement or post-effective amendment such information as the managing underwriters, if any, or such Qualified Holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Trust has received such request; provided, that the Trust shall not be required to take any actions under this Section 3(f) that are not, in the opinion of counsel for the Trust, in compliance with applicable law;

 

(g)           As promptly as practicable, furnish to each Qualified Holder, the Special Counsel and each managing underwriter, if any, upon request, at least one (1) conformed copy of the Registration Statement and any amendment thereto, including exhibits and, if requested, all documents incorporated or deemed to be incorporated therein by reference;

 

(h)           Deliver to each Qualified Holder, the Special Counsel and each managing underwriter, if any, in connection with any sale of Registrable Securities pursuant to a Registration Statement as many copies of the Prospectus relating to such Registrable Securities (including each preliminary Prospectus) and any amendment or supplement thereto as such

 

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persons may reasonably request. In addition, the Trust hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked and subject to Section 3(j)(ii) hereof) to the use of such Prospectus or each such amendment or supplement thereto by each Qualified Holder and the underwriters, if any, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein;

 

(i)            Use reasonable best efforts to (i) prior to any public offering of the Registrable Securities pursuant to a Registration Statement, register or qualify or cooperate with the Qualified Holders, the Special Counsel and the underwriters, if any, in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Qualified Holder or underwriter reasonably requests in writing (which request may be included with the Required Information) and (ii) keep each such registration or qualification (or exemption therefrom) effective during the period provided herein with respect to the disposition of all securities covered by such Registration Statement in connection with such Qualified Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided, that neither the Trust nor the Trustee shall be required to (i) qualify as a foreign entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject;

 

(j)            Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of any Registration Statement or the initiation of proceedings with respect to any Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which (x) any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (y) any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (each of subclauses (x) and (y) hereof, a “Material Event”), or (C) the occurrence or existence of any pending development of the Trust that, in the reasonable discretion of the Trust, makes it appropriate to suspend the availability of any Registration Statement and the related Prospectus:

 

(i)            in the case of clause (B) above, subject to clause (ii) below, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement, a supplement to the related Prospectus, a supplement or amendment to any document incorporated in the Prospectus by reference and/or any other document required to be filed so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

 

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under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to clause (ii) below, use reasonable best efforts to cause it to be declared effective as promptly as practicable;

 

(ii)           give notice to the Qualified Holders and the Special Counsel, if any, that the availability of any Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Qualified Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Qualified Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Trust that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus, in which case such Qualified Holder will use the Prospectus as so supplemented or amended in connection with any offering and sale of Registrable Securities covered thereby; and

 

(iii)          use reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Trust, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Trust or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Trust, such suspension is no longer appropriate.

 

The time period from the date the Trust sends the Deferral Notice to the date the Registration Statement and relevant Prospectus are no longer unavailable to make sales of the securities is known as the “Deferral Period”;

 

(k)           If reasonably requested by a Qualified Holder or any underwriter participating in any disposition of Registrable Securities, if any, in writing in connection with a disposition by such Qualified Holder of Registrable Securities pursuant to a Registration Statement, make reasonably available for inspection during normal business hours by representatives of such Qualified Holders of such Registrable Securities (including any broker-dealers, underwriters, attorneys and accountants retained by such Qualified Holders, and any attorneys or other agents retained by a broker-dealer or underwriter engaged by such Qualified Holders), all relevant financial and other records and pertinent documents and properties of the Trust, and cause the appropriate employees and agents of the Trust to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representatives in each case as is customary for similar “due diligence” examinations; provided, that (i) the Trust shall not be obligated to make available for inspection any information that, based on the reasonable advice of counsel to the Trust, could subject the Trust to the loss of privilege with respect thereto and (ii) such persons shall first agree in writing with the Trust that any information that is reasonably designated by the Trust as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (a) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (b) disclosure of such information is required by

 

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law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any Prospectus referred to in this Agreement) or (c) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person; and provided, further, that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Qualified Holders and the other parties entitled thereto by Special Counsel, if any, or another representative selected by the Qualified Holders holding a majority of Registrable Securities being registered pursuant to such Registration Statement. Any person legally compelled or required by administrative or court order or by a regulatory authority to disclose any such confidential information made available for inspection shall provide the Trust with prompt prior written notice of such requirement so that the Trust may seek a protective order or other appropriate remedy;

 

(l)            Use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to the Trust’s unitholders earnings statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter of the Trust commencing after the effective date of a Registration Statement, which statements shall be made available no later than the next succeeding Business Day after such statements are required to be filed with the SEC;

 

(m)          Cooperate with each Qualified Holder and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a Registration Statement, which certificates shall not bear any restrictive legends stating that the Registrable Securities evidenced by the certificates are “restricted securities” (as defined by Rule 144), and cause such Registrable Securities to be registered in such names as such Qualified Holder or the managing underwriters, if any, may request in writing at least two (2) Business Days prior to any sale of such Registrable Securities;

 

(n)           Provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement;

 

(o)           Cooperate with and assist each Qualified Holder, the Special Counsel and any underwriters participating in any disposition of Registrable Securities in preparing any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the filing or effectiveness of any Registration Statement, any post-effective amendment thereto or any offer or sale of Registrable Securities thereunder;

 

(p)           In the case of a proposed sale pursuant to a Registration Statement involving an underwritten offering, enter into such customary agreements (including, if requested, an underwriting agreement in reasonably customary form containing standard representations, warranties, covenants and indemnities of the Trust similar to those representations and warranties, covenants and indemnities given by issuers of securities in underwritten offerings of securities) and take all such other action, if any, as Qualified Holders holding a majority of the Registrable Securities being sold or any managing underwriters reasonably shall request in order to facilitate any disposition of the Registrable Securities

 

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pursuant to such Registration Statement, including using reasonable best efforts to cause (i) its counsel to deliver an opinion or opinions in reasonably customary form, (ii) its officers to execute and deliver all customary documents and certificates on behalf of the Trust and (iii) its independent public accountants and independent reserve engineers to provide a comfort letters in reasonably customary form;

 

(q)           Use reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement;

 

(r)            Upon either (i) the filing of any Registration Statement or (ii) the effectiveness of any Registration Statement, announce the same, in each case by press release disseminated by means of a widely used wire service or similar method; and

 

(s)            Use reasonable best efforts to cause all Registrable Securities covered by a Demand Registration to be listed on each securities exchange on which similar securities issued by the Trust are listed or traded.

 

SECTION 4.         Qualified Holder’s Obligations.

 

(a)           Each Qualified Holder agrees that if such Qualified Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Agreement. The Trust may require each Qualified Holder selling Registrable Securities as to which any registration is being effected to furnish to the Trust in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Trust may, from time to time, reasonably request in writing (the “Required Information”) and the Trust may exclude from such registration the Registrable Securities of any seller who fails to furnish such information within a reasonable time after receiving such request. In addition, following the date that a Registration Statement is declared effective, each Qualified Holder wishing to sell Registrable Securities pursuant to a Registration Statement and related Prospectus agrees to deliver, promptly upon written request by the Trust, any additional information (which additional information shall be deemed part of the Required Information) the Trust may reasonably request to complete or amend the information required by any Registration Statement.

 

(b)           Each Qualified Holder agrees, by acquisition of the Registrable Securities, that no Qualified Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Qualified Holder has furnished the Trust with (i) the Required Information, (ii) any information required to be disclosed in order to make the information previously furnished to the Trust by such Qualified Holder not misleading and (iii) any other information regarding such Qualified Holder and the distribution of such Registrable Securities as the Trust may from time to time reasonably request. The sale of any Registrable Securities by any Qualified Holder shall constitute a representation and warranty by such Qualified Holder that the information relating to such Qualified Holder and its plan of distribution is as set forth in the Prospectus delivered by such Qualified Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Qualified Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to

 

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state any material fact relating to or provided by such Qualified Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

 

SECTION 5.                            Registration Expenses. The relevant Qualified Holder(s) shall bear all out-of-pocket fees and expenses incurred by the Trust in connection with the performance of its obligations under Sections 2 and 3 of this Agreement whether or not any Registration Statement is declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including fees and expenses incurred with respect to (x) filings required to be made with FINRA and (y) compliance with federal and state securities or Blue Sky laws (including reasonable fees and disbursements of the Special Counsel, if any, in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Qualified Holders holding a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate)), (ii) printing expenses (including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Qualified Holders hereunder, (iv) fees and disbursements of counsel for the Trust and the Special Counsel, if any, in connection with any Registration Statement, (v) fees of accountants and reserve engineers for consents and comfort letters and (vi) fees and expenses incurred in connection with the listing by the Trust of the Registrable Securities on any securities exchange on which similar securities of the Trust are then listed. However, the Trust shall pay the internal expenses of the Trust (including all salaries and expenses of employees and agents performing legal or accounting duties), the expense of any annual audit and annual reserve report and the other fees and expenses of the accountants and independent reserve engineers for the Trust not covered by clause (v) of the preceding sentence, other than any expense that would not have otherwise been incurred but for the fact of the filing of the Registration Statement or the timing thereof, the fees and expenses of any person, including special experts, retained by the Trust and the fees and expenses of any transfer agent for the Registrable Securities. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay its own selling expenses, including any underwriting discount and commissions, all registration expenses to the extent required by applicable law and, except as otherwise provided herein, fees and expenses of counsel.

 

SECTION 6.                            Indemnification and Contribution.

 

(a)                                 Indemnification by the Trust. The Trust shall indemnify and hold harmless SandRidge, each Qualified Holder and each person, if any, who controls SandRidge or any Qualified Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (“Expenses”) to which SandRidge, any Qualified Holder or any controlling person of SandRidge or any Qualified Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a

 

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material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse SandRidge, the Qualified Holders and, in each case, any controlling persons thereof for any legal or other expenses reasonably incurred by SandRidge, the Qualified Holders or, in each case, any controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which SandRidge and the Qualified Holders or any controlling persons thereof are entitled to indemnity by the Trust under this Agreement.

 

(b)                                 Indemnification by SandRidge. SandRidge shall indemnify and hold harmless each Qualified Holder (other than SandRidge and SandRidge E&P), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each person, if any, who controls such Qualified Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses (excluding, however, any taxes, fees and other charges payable by the Trust on, based on or measured by any fees, commissions or compensation received by the Trust for its services under this Agreement) to which such Qualified Holder, the Trust, the Trustee or any agent thereof or any controlling person of such Qualified Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that SandRidge shall not be liable to and shall not indemnify the Qualified Holders (other than SandRidge and SandRidge E&P), the Trust, the Trustee or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its individual capacity or (b) such Qualified Holder, in either case prepared or furnished by the Trust or such Qualified Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus or any Prospectus; and provided, further, that SandRidge shall not be liable to the Qualified Holders (other than SandRidge and SandRidge E&P), the Trust or any agents or controlling persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trust in its

 

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individual capacity prepared or furnished by the Trust and the Trust is found liable or (b) such Qualified Holder prepared or furnished by such Qualified Holder and such Qualified Holder is found liable. Subject to Section 6(e) of this Agreement, SandRidge shall reimburse the Qualified Holders (other than SandRidge and SandRidge E&P), the Trust and the Trustee and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by the Qualified Holders (other than SandRidge and SandRidge E&P), the Trust and the Trustee or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which the Qualified Holders (other than SandRidge and SandRidge E&P), the Trust and the Trustee or any agent or controlling persons thereof is entitled to indemnity by SandRidge under this Agreement.

 

(c)                                  Indemnification by Certain of the Qualified Holders. Each Qualified Holder (other than SandRidge), severally and not jointly, shall indemnify and hold harmless SandRidge, the Trust, the Trustee and any agents thereof, individually and as trustee, and any other Qualified Holder and each person, if any, who controls SandRidge, the Trust, the Trustee and any agents thereof, individually and as trustee, or any other Qualified Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Expenses to which SandRidge, the Trust, the Trustee and any agents thereof, individually and as trustee, any other Qualified Holder or any controlling person of SandRidge, the Trust, the Trustee and any agents thereof, individually and as trustee, or any other Qualified Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to such Qualified Holder (other than SandRidge) furnished by or on behalf of such Qualified Holder specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, such Qualified Holder shall reimburse SandRidge, the Trust, the Trustee and any agents thereof, individually and as trustee, the other Qualified Holders and any agents or controlling persons thereof for any legal or other expenses reasonably incurred by SandRidge, the Trust, the Trustee and any agents thereof, individually and as trustee, the other Qualified Holders or any agent or controlling persons thereof in connection with the investigation or defense of any Expenses with respect to which SandRidge, the Trust, the Trustee and any agents thereof, individually and as trustee, and the other Qualified Holders or any agent or controlling persons thereof is entitled to indemnity by such Qualified Holder under this Agreement.

 

(d)                                 Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) is instituted involving any person in respect of which indemnification may be sought pursuant to Sections 6(a), 6(b) or 6(c) hereof, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any other persons the Indemnifying Party may designate in

 

14



 

such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be incurred at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, other than solely by virtue of the rights and obligations of the Indemnifying Party and the Indemnified Party under this Section 6. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by, in the case of parties indemnified pursuant to Section 6(a), the Qualified Holders holding a majority of the Registrable Securities covered by the Registration Statement held by Qualified Holders that are indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b) or Section 6(c), the Trust. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final, non-appealable judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Expenses by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

 

(e)                                  Contribution. To the extent that the indemnification provided for in Sections 6(a), 6(b) or 6(c) is unavailable to an Indemnified Party or insufficient in respect of any Expenses referred to therein, then each Indemnifying Party under such paragraph, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party or Indemnifying Parties on the one hand and the Indemnified Party or Indemnified Parties on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Party or Indemnifying Parties on the one hand and of the Indemnified Party or Indemnified Parties on the other hand in connection with the statements or omissions that resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of SandRidge and the other Qualified Holders on the one hand and the Trust on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made) not misleading, relates to information supplied by SandRidge, the other Qualified Holders or by the Trust, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Qualified Holders’ respective obligations to

 

15



 

contribute pursuant to this Section 6 are several in proportion to the respective number of Registrable Securities they have sold pursuant to a Registration Statement, and not joint.

 

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

 

(f)                                   The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an Indemnified Party at law or in equity, hereunder or otherwise.

 

(g)                                  The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Qualified Holder, any person controlling SandRidge or any other Qualified Holder or any Affiliate of SandRidge or any other Qualified Holder or by or on behalf of the Trust, its employees or agents or any person controlling the Trust and (iii) the sale of any Registrable Securities by any Qualified Holder.

 

SECTION 7.                            Information Requirements. The Trust covenants that, if at any time before the end of the Effective Period the Trust is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Qualified Holder and take such further reasonable action as any Qualified Holder may reasonably request in writing (including making such reasonable representations as any such Qualified Holder may reasonably request), to enable such Qualified Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Qualified Holder, the Trust shall deliver to such Qualified Holder a written statement as to whether the Trust has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Trust to register any of the Trust’s securities under any section of the Exchange Act.

 

SECTION 8.                            Underwritten Registrations. Qualified Holders of Registrable Securities covered by any Registration Statement may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the underwriters that will administer the offering will be selected by the Qualified Holders holding a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Qualified Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Registrable Securities on the basis reasonably provided in any underwriting

 

16



 

arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

 

SECTION 9.                            Miscellaneous.

 

(a)                                 Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Trust, SandRidge and Qualified Holders holding a majority of Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Qualified Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Qualified Holders may be given by Qualified Holders of at least a majority of the Registrable Securities being sold by such Qualified Holders pursuant to such Registration Statement; provided, that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing, this Agreement may be amended by written agreement signed by the Trust, without the consent of the Qualified Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision contained herein, or to make such other provisions in regard to matters or questions arising under this Agreement that shall not adversely affect the interests of the Qualified Holders of Registrable Securities. Each Qualified Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 9(a), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Qualified Holder.

 

(b)                                 Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by facsimile, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by facsimile, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

 

(i)                                     if to a Qualified Holder other than SandRidge or SandRidge E&P, at the most current address of such Qualified Holder on file with the Trust;

 

if to the Trust or the Trustee, to:

 

SandRidge Mississippian Trust II

c/o The Bank of New York Mellon Trust Company, N.A.

Institutional Trust Services

919 Congress Avenue, Suite 500

Austin, Texas 78701

 

17



 

Attention: Michael J. Ulrich

Facsimile No.: (512) 479-2253

 

with a copy to:

 

Bracewell & Giuliani LLP

111 Congress Avenue

Suite 2300

Austin, Texas 78701

Attention: Thomas W. Adkins

Fax: (512) 479-3940

 

if to SandRidge or SandRidge E&P, to:

 

SandRidge Energy, Inc.

123 Robert S. Kerr Avenue

Oklahoma City, OK 73102-6406

Attention: Philip T. Warman

Facsimile No.: (405) 429-5983

 

with a copy to:

 

Covington & Burling LLP

1201 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

Attention: David H. Engvall

Facsimile No. (202) 778 5307

 

or to such other address as such person may have furnished to the other persons identified in this Section 9(b) in writing in accordance herewith.

 

(c)                                  Approval of Qualified Holders. Whenever the consent or approval of Qualified Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by Affiliates of the Trust (other than SandRidge, SandRidge E&P or other Qualified Holders if such Qualified Holders are deemed to be Affiliates of the Trust solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Qualified Holders of such required percentage.

 

(d)                                 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns (including Transferees); provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms hereof. The Registrable Securities acquired by Transferees shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, each such Transferee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such person shall be entitled to receive the benefits hereof.

 

18



 

(e)                                  No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto, SandRidge E&P, and their respective successors and permitted assigns (including Transferees) and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

 

(f)                                   Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

(g)                                  Construction.  Section and subsection references in this Agreement are references to the corresponding Section and subsection to this Agreement, unless otherwise specified.  If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).  Unless the context of this Agreement clearly requires otherwise, the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate.  All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified.  The words “includes” or “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.  Any reference in this Agreement to “$” or “dollars” shall mean the lawful currency of the United States of America.  When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded.  If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.  The words “hereof,” “hereby,” “herein,” “hereinafter,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.  All accounting terms or calculations used or made herein shall be in accordance with the generally accepted accounting principles of the United States. The division of this Agreement into Sections and other subdivisions are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

 

(h)                                 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

(i)                                     Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

 

19



 

(j)                                    Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the registration rights granted by the Trust with respect to the Registrable Securities. There are no restrictions, promises, understandings, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Trust with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights.

 

(k)                                 Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effective Period, except for any liabilities or obligations under Sections 4, 5 and 6 hereof, each of which shall remain in effect in accordance with its terms.

 

(l)                                     Specific Enforcement; Venue. The parties hereto acknowledge and agree that each would be irreparably damaged if any of the provisions of this Agreement are not performed by the other in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement by the other and to enforce this Agreement and the terms and provisions hereof specifically against the other, in addition to any other remedy to which such aggrieved party may be entitled at law or in equity. Any action or proceeding seeking to enforce any provision of, or based on any rights arising out of, this Agreement may be brought against any of the parties in the federal and Oklahoma state courts sitting in Oklahoma City, Oklahoma and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

 

(m)                             Limitation of Liability. It is expressly understood and agreed by the Parties hereto that (i) this Agreement is executed and delivered by the Trustee not individually or personally, but solely as Trustee in the exercise of the powers and authority conferred and vested in it and (ii) under no circumstances shall the Trustee be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement.

 

[Signature page follows]

 

20



 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

 

SandRidge Mississippian Trust II

 

 

 

By:

The Bank of New York Mellon Trust

 

 

Company, N.A., as Trustee

 

 

 

 

By:

 

 

 

Name:

Michael J. Ulrich

 

 

Title:

Vice President

 

[Signature page to Registration Rights Agreement]

 



 

 

SandRidge Energy, Inc.

 

 

 

By:

 

 

 

Name:

James D. Bennett

 

 

Title:

Executive Vice President and

 

 

 

Chief Financial Officer

 

[Signature page to Registration Rights Agreement]

 



EX-23.1 9 a2207156zex-23_1.htm EX-23.1
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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We hereby consent to the use in this Amendment No. 2 to the Registration Statement on Form S-1 of SandRidge Mississippian Trust II and this Amendment No. 2 to the Registration Statement on Form S-3 of SandRidge Energy, Inc. of our report dated March 14, 2012 relating to the statement of revenues and direct operating expenses of the Mississippian Formation Underlying Properties and of our report dated March 14, 2012 relating to the statement of assets and trust corpus of SandRidge Mississippian Trust II, both of which appear in such Registration Statement.

        We also hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form S-1 of SandRidge Mississippian Trust II and Amendment No. 2 to the Registration Statement on Form S-3 of SandRidge Energy, Inc. of our report dated February 27, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in SandRidge Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011. We also consent to the references to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 14, 2012




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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-23.2 10 a2206743zex-23_2.htm EX-23.2
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Exhibit 23.2

GRAPHIC


CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

        We hereby consent to the incorporation by reference in Amendment No. 2 (the "Amendment") to the Registration Statement on Form S-1 and Form S-3 of SandRidge Mississippian Trust II and SandRidge Energy, Inc., to be filed on or about March 14, 2012 of all references to the name of Netherland, Sewell & Associates, Inc.

        We also hereby consent to the inclusion of our reports on reserves, as of December 31, 2011, of the Underlying Properties and royalty interests to be conveyed to SandRidge Mississippian Trust II and to the inclusion of such reports as an annex to the prospectus included in the Amendment; to references to Netherland, Sewell & Associates, Inc. in the Amendment, including under the heading "Experts"; and to the inclusion in the Amendment of information taken from the reports listed below in SandRidge Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission on February 27, 2012:

        December 31, 2011, SandRidge Energy, Inc. Interest in Certain Properties located in the United States—SEC Price Case

        December 31, 2010, SandRidge Energy, Inc. Interest in Certain Properties located in the United States—SEC Price Case

        December 31, 2009, SandRidge Energy, Inc. Interest in Certain Properties located in the United States—SEC Price Case

    NETHERLAND, SEWELL & ASSOCIATES, INC.

 

 

By:

 

/s/ JOSEPH J. SPELLMAN

        Name:   Joseph J. Spellman, P.E.
        Title:   Senior Vice President

Dallas, Texas
March 14, 2012

 

 

 

 

 

 



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CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
EX-23.3 11 a2206743zex-23_3.htm EX-23.3
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Exhibit 23.3

        DEGOLYER AND MACNAUGHTON
5001 SPRING VALLEY ROAD
SUITE 800 EAST
DALLAS, TEXAS 75244

March 14, 2012

SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102

Ladies and Gentlemen:

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 and Form S-3 of SandRidge Mississippian Trust II and SandRidge Energy, Inc. ("SandRidge"), to be filed on or about March 14, 2012 (as amended, the "Registration Statement"), including any future amendments thereto, of all references to the name of DeGolyer and MacNaughton; to references to DeGolyer and MacNaughton in the Registration Statement, including under the heading "Experts," and to the inclusion therein of references to our third party letter report dated February 5, 2010, containing our opinion on the proved reserves attributable to certain properties owned by SandRidge as of December 31, 2009, and to our third party letter report dated February 4, 2011, containing our opinion on the proved reserves attributable to certain properties owned by SandRidge as of December 31, 2010, in SandRidge's Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012, including any amendments thereto.

    Very truly yours,

 

 

/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716



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EX-23.4 12 a2207803zex-23_4.htm EX-23.4
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Exhibit 23.4

        LEE KEELING AND ASSOCIATES, INC.

PETROLEUM CONSULTANTS

First Place Tower
15 East Fifth Street, Suite 2500
Tulsa, Oklahoma 74103-4350
(918) 587-5521, Fax (918) 587-2881

SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102

Ladies and Gentlemen:

        We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form S-1 and Form S-3 of SandRidge Mississippian Trust II and SandRidge Energy, Inc., to be filed on or about March 14, 2012 (as amended, the "Registration Statement"), including any future amendments thereto, of all references to the name of Lee Keeling and Associates, Inc.; to references to Lee Keeling and Associates, Inc. in the Registration Statement, including under the heading "Experts"; and to the inclusion in the Registration Statement of information taken from our "Estimated Proved Reserves and Future Net Cash Flow Constant Pricing of SandRidge Energy, Inc. Effective December 31, 2011"; "Estimated Proved Reserves and Future Net Cash Flow Constant Pricing of SandRidge Energy, Inc. Effective December 31, 2010"; and our "Estimated Proved Reserves and Future Net Cash Flow Constant Pricing of SandRidge Energy, Inc. Effective December 31, 2009" in SandRidge Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission on February 27, 2012.

  /s/ Lee Keeling and Associates, Inc.

Lee Keeling and Associates, Inc.
   

March 12, 2012
Tulsa, Oklahoma

 

 

WWW.LKAENGINEERS.COM




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