Exhibit 10.1 


 


AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES
AGREEMENT


 


This Amendment No.
1 to Administrative Services Agreement (this “Amendment”), dated as of November 13, 2020, is made by SandRidge
Energy, Inc., a Delaware corporation (the “Company”), and SandRidge Mississippian Trust I, a statutory trust
formed under the laws of the State of Delaware (the “Trust”). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Agreement (as defined below).


 


WHEREAS, the Company
and the Trust entered into that certain Administrative Services Agreement, dated as of January 1, 2011 (the “Agreement”),
pursuant to which the Company agreed to provide certain administrative services for the Trust in exchange for an administrative
services fee as described therein;


 


WHEREAS, pursuant to
Section 5.05 of the Agreement, the Agreement may be amended by a written instrument executed by each of the Company and the
Trust;


 


WHEREAS, in accordance
with Section 10.02(b) of the Amended and Restated Trust Agreement dated as of April 12, 2011 among the Company, the Trust
and The Corporation Trust Company (the “Trust Agreement”), the Trustee may amend the Agreement without the approval
of the Trust unitholders, provided that such amendment would not materially increase the costs or expenses of the Trust or materially
adversely affect the economic interests of Trust unitholders;


 


WHEREAS, the Company
and the Trust desire to amend Section 5.01(a) of the Agreement to revise the events that would terminate the Agreement in order
to permit the Trust to continue to receive services from the Company as are necessary to fulfill the purposes of the Trust as set
forth in Section 2.02 of the Trust Agreement, until the Trust is finally liquidated and wound up in accordance with Section 9.03
of the Trust Agreement;


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and conditions herein set forth, the Company and the Trust hereby
agree as follows:


 


Section 1. Amendments.


 


Section 5.01(a) of
the Agreement is hereby amended and restated in its entirety to read as follows:


 


“(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 is finally wound up and liquidated in accordance with Section 9.03 of the Trust Agreement;


 


(ii)      the
date that all of the Conveyances have been terminated;


 






    


     


    

 


(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 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 to this Agreement.”


 


Section 2. Effect
of Amendment. Except as expressly modified and amended herein, all of the terms and conditions of the Agreement shall remain
in full force and effect.


 


Section 3. Governing
Law. This Amendment 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.


 


[Signature page follows.]


 






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IN WITNESS WHEREOF,
this Amendment has been signed by the parties hereto as of the day and year first above written.


 


		SANDRIDGE ENERGY, INC.
	 	 	 
	 	By:	/s/ Salah Gamoudi
	 	 	Name: Salah Gamoudi
	 	 	Title:   CFO



 


		SANDRIDGE MISSISSIPPIAN TRUST I
	 	 	 
	 	By: The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	 	 
	 		By:	/s/  Sarah Newell
	 	 	 	Name: Sarah Newell
	 	 	 	Title: Vice President








 


[Signature Page
to Amendment No. 1 to Administrative Services Agreement]