Purchase Agreement



 Exhibit 10.1 
 Execution Version 
 SANDRIDGE ENERGY, INC. 

SANDRIDGE ONSHORE, LLC, 
 LARIAT SERVICES, INC., 
 SANDRIDGE OPERATING COMPANY, 

INTEGRA ENERGY, L.L.C., 
 SANDRIDGE EXPLORATION AND PRODUCTION, LLC, 
 SANDRIDGE TERTIARY, LLC,

 SANDRIDGE MIDSTREAM, INC., 
 SANDRIDGE OFFSHORE, LLC 
 AND 

SANDRIDGE HOLDINGS, INC. 
 $900,000,000 
 7.5% Senior Notes due 2021 

PURCHASE AGREEMENT 
 dated March 2, 2011 
 RBC Capital Markets, LLC 

Barclays Capital Inc. 
 Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 Mitsubishi
UFJ Securities (USA), Inc. 
 Wells Fargo Securities, LLC 







 PURCHASE AGREEMENT 
 March 2, 2011 
 RBC CAPITAL MARKETS, LLC 

BARCLAYS CAPITAL INC. 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

MITSUBISHI UFJ SECURITIES (USA), INC. 
 WELLS FARGO SECURITIES, LLC 
 As Representatives of the Initial Purchasers 
 set forth on
Schedule A hereto 
 c/o RBC Capital Markets, LLC 
 Three World Financial Center 
 200 Vesey Street, 9th Floor 
 New York, New York 10281 
 Ladies and Gentlemen: 

Introductory. SandRidge Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several
Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $900,000,000 in aggregate principal amount of the Company’s 7.5%
Senior Notes due 2021 (the “Notes”). RBC Capital Markets, LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc. and Wells Fargo Securities, LLC have agreed to act as
the representatives of the Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes. 
 The Notes will be issued pursuant to an indenture, dated as of March 15, 2011 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National
Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). 

The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (as defined
below) (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances
set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be
offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain
holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective. 







 The payment of principal of, premium, if any, Additional Interest (as defined in the
Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) SandRidge Onshore, LLC, Lariat Services, Inc., SandRidge Operating
Company, Integra Energy, L.L.C., SandRidge Exploration and Production, LLC, SandRidge Tertiary, LLC, SandRidge Midstream, Inc., SandRidge Offshore, LLC and SandRidge Holdings, Inc. and (ii) any subsidiary of the Company formed or acquired after
the Closing Date that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees set forth in the Indenture
(the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the
“Exchange Securities.” 
 The Company understands that the Initial Purchasers propose to make an offering of the
Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to
purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (it being agreed that the first time when sales of the Securities are made by the Initial Purchasers is 3:47 p.m. (New York City time) on the
date of this Agreement, which time is hereinafter referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom.
Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale
under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities
Act (“Regulation S”)). 
 The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary
Offering Memorandum, dated March 2, 2011, including documents incorporated by reference therein (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated
March 2, 2011, in the form attached hereto as Exhibit C (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the
Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each
Initial Purchaser a final offering memorandum dated the date hereof including documents incorporated by reference therein (the “Final Offering Memorandum”). 
 All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange
Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale 

  
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and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to
the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by
reference in the Final Offering Memorandum. 
 The Company hereby confirms its agreements with the Initial Purchasers as
follows: 
 SECTION 1. Representations and Warranties. Each of the Company and the Guarantors, jointly and
severally, hereby represents, warrants and covenants to each Initial Purchaser that, as of the date hereof and as of the Closing Date (references in this Section 1 to the “Offering Memorandum” are to (x) the Pricing Disclosure
Package in the case of representations and warranties made as of the date hereof and (y) the Pricing Disclosure Package and the Final Offering Memorandum in the case of representations and warranties made as of the Closing Date): 

(a) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in
Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner
contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under
the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). 
 (b) No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any
person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly,
solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered
under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage, in
connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of
the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of
Regulation S and (ii) each of the Company and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the
offering restrictions set forth in Regulation S. 

  
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 (c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale
pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system.

 (d) The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of
Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains an untrue statement of a material fact or omits 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; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Pricing
Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through RBC Capital Markets, LLC expressly
for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. 
 (e) Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any
written communication that constitutes an offer to sell or a solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) and
(ii) below) a “Company Additional Written Communication”) other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum, and (iii) any electronic road show or other written communications, in each
case used in accordance with Section 3(a). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Date will not, contain any untrue statement of a material fact
or omit 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; provided that this representation, warranty and agreement shall not apply to statements
in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through RBC Capital Markets, LLC expressly for use in any
Company Additional Written Communication. 
 (f) Incorporated Documents. The documents incorporated or deemed to be
incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of
the Exchange Act. 
 (g) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by the
Company and each Guarantor. 
 (h) The Registration Rights Agreement. The Registration Rights Agreement has been duly
authorized and, on the Closing Date, will have been duly executed and delivered by, and will constitute a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to 

  
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or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification and contribution under the Registration Rights Agreement may be
limited by applicable law. 
 (i) Authorization of the Notes, the Guarantees and the Exchange Notes. The Notes to be
purchased by the Initial Purchasers from the Company are substantially in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been
duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company, enforceable in accordance
with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general
equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the
Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture. The
Guarantees of the Notes and the Exchange Notes have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, when the Notes and the Exchange Notes have been authenticated in the manner provided for in the
Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. 

(j) Authorization of the Indenture. The Indenture has been duly authorized by the Company and the Guarantors and, at the Closing
Date, will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. 

(k) Description of the Securities and the Indenture. The Securities, the Exchange Securities and the Indenture will conform in all
material respects to the respective statements relating thereto contained in the Offering Memorandum. 
 (l) No Material
Adverse Change; No Material Liability; Dividends, Repurchases and Redemptions. Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum (exclusive of
any amendment or supplement thereto): (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the 

  
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condition, financial or otherwise, or in the earnings, business, properties, operations or prospects (other than as a result of developments affecting the oil and gas industry generally), whether
or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have
not incurred any material liability or obligation, indirect, direct or contingent, nor entered into any material transaction or agreement; and (iii) other than with respect to the 8.5% Convertible Perpetual Preferred Stock of the Company issued
on January 21, 2009, the 6.0% Convertible Perpetual Preferred Stock of the Company issued on December 16, 2009 and the 7.0% Convertible Perpetual Preferred Stock of the Company issued on November 10, 2010 and November 15, 2010
(collectively, the “Preferred Stock”), there has been no cash dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any
class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock. 

(m) Independent Accountants. PricewaterhouseCoopers LLP, which has expressed its opinion with respect to certain of the financial
statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules included in the Offering Memorandum, is an independent registered public accounting firm with respect to the Company, as required by the
Securities Act and the Exchange Act. 
 Hansen, Barnett & Maxwell, P.C., which has expressed its opinion with respect
to certain of the financial statements and supporting schedules included in the Offering Memorandum, is an independent registered public accounting firm with respect to Arena Resources, Inc., as required by the Securities Act and the Exchange Act.

 (n) Preparation of the Financial Statements. The consolidated historical financial statements of the Company included
in the Offering Memorandum present fairly the consolidated historical financial position of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such
financial statements comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved,
except as may be expressly stated in the related notes thereto. The pro forma financial statements of the Company included in the Offering Memorandum comply as to form with the applicable requirements of Regulation S-X and give effect to assumptions
made on a reasonable basis as set forth in the Offering Memorandum. The historical financial data set forth in the Offering Memorandum under the caption “Summary Consolidated Historical Financial Data” and under the “Actual”
column under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the financial statements contained in the Offering Memorandum. 

(o) Incorporation and Good Standing of the Company and the Guarantors. Each of the Company and each Guarantor has been duly
incorporated or otherwise formed and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has power and authority (corporate or otherwise) to own or lease, as the case
may be, and operate its properties and to conduct its business as described in the Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its 

  
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obligations under each of this Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company and each Guarantor is duly qualified to
transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so
qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties or operations, whether or not arising from
transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock, or similar equity interest, of each
subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth on Schedule B, are owned by the Company, directly or through subsidiaries. All shares of capital stock, or similar equity interest, so
owned are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, other than those granted pursuant to the Amended and Restated Senior Credit Facility, dated April 22, 2010, by and among SandRidge Energy,
Inc. and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, as amended (the “Credit Facility”). 
 (p) Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Offering Memorandum under the caption
“Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Offering Memorandum). 
 (q) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its charter or by laws
(or other applicable organizational document), (ii) is (or, with the giving of notice or lapse of time, would be) in default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or
other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Credit Facility), or to which any of the property or assets of the Company or any of its
subsidiaries is subject (each, an “Existing Instrument”), or (iii) is in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or
other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have
a Material Adverse Effect. 
 The Company’s and the Guarantors’ execution, delivery and performance of this Agreement,
the Registration Rights Agreement and the Indenture, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been
duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the charter or bylaws (or other applicable organizational document) of the Company or any subsidiary, (ii) will not conflict with or
constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of 

  
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any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the
giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of
such indebtedness by the Company or any of its subsidiaries. 
 No consent, approval, authorization or other order of, or
registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s and the Guarantors’ execution, delivery and performance of this Agreement, the Registration Rights Agreement, or
the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum. 

(r) No Material Actions or Proceedings. Except as otherwise disclosed in the Offering Memorandum, there are no legal or
governmental actions, suits or proceedings pending or, to the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or
property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be
determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the
transactions contemplated by this Agreement. 
 (s) Labor Matters. No labor problem or dispute with the employees of the
Company or any of its subsidiaries exists or is threatened or imminent that would reasonably be expected to have a Material Adverse Effect. 
 (t) Intellectual Property Rights. The Company and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks,
trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property Rights”) necessary for the conduct of the
Company’s business as now conducted or as proposed in the Offering Memorandum to be conducted except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Except as set forth in the Offering Memorandum,
(a) no party has been granted an exclusive license to use any portion of such Intellectual Property Rights owned by the Company; (b) to the Company’s knowledge there is no material infringement by third parties of any such
Intellectual Property Rights owned by or exclusively licensed to the Company; (c) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any
material Intellectual Property Rights; and (d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company’s business as now conducted infringes or otherwise violates any
patent, trademark, copyright, trade secret or other proprietary rights of others that, if so determined adversely, 

  
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would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement, and the Company is unaware of any other
fact which would form a reasonable basis for any such claim. 
 (u) All Necessary Permits, etc. The Company and each
Guarantor possess such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses except where the failure to
do so would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any Guarantor has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect. 

(v) Title to Properties. Each of the Company and its subsidiaries has (i) generally satisfactory title to its oil and gas
properties, title investigations having been carried out by the Company or its subsidiaries in accordance with the practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate, (ii) good and marketable
title to all other real property owned by it (including pipeline easement rights) to the extent necessary to carry on its business, and (iii) good and marketable title to all personal property owned by it, in each case free and clear of all
liens, encumbrances and defects except such as are described in the Offering Memorandum or such as do not materially affect the value of the properties of the Company and its subsidiaries, considered as one enterprise, and do not interfere in any
material respect with the use made and proposed to be made of such properties, by the Company and its subsidiaries, considered as one enterprise; and all of the easements, leases and subleases material to the business of the Company and its
subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds or uses properties described in the Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has
any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its subsidiaries under any of the easements, leases or subleases mentioned above, or affecting or questioning the rights of the
Company or any subsidiary thereof to the continued possession or use of the easement or leased or subleased premises. 
 (w)
Condition of Properties. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the plants, buildings, structures and equipment owned by the Company are in good
operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for
their present uses and, in the case of plants, buildings and other structures, are structurally sound. 
 (x) Tax Law
Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and have paid all taxes required to be paid by any of them and, if due and
payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings or where the failure to do so would
not reasonably be expected to have a Material Adverse Effect. The Company has made appropriate provisions in the financial statements included in the 

  
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Offering Memorandum in respect of all federal, state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its
consolidated subsidiaries has not been finally determined except to the extent it would not have a Material Adverse Effect. 

(y) Company Not an “Investment Company.” The Company is not, and, after receipt of payment for the Securities and
application of the proceeds as described under “Use of Proceeds” in the Offering Memorandum will not be, required to register as an “investment company” within the meaning of the Investment Company Act and will conduct its
business in a manner so that it will not become subject to the Investment Company Act. 
 (z) Insurance. Each of the
Company and its subsidiaries is insured by recognized and, to the knowledge of the Company, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate
and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of terrorism or vandalism and earthquakes.
All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in
compliance, in all material respects, with the terms of such policies and instruments; and there are no material claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying
liability or defending under a reservation of rights clause; and neither the Company nor any such subsidiary has, in the past three years, been refused any insurance coverage sought or applied for. 

(aa) No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action
designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. The Company acknowledges that the Initial Purchasers
may engage in stabilization transactions as described in the Offering Memorandum. 
 (bb) Compliance with Sarbanes-Oxley.
The Company and its subsidiaries and their respective officers and directors are in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,” which term, as used herein, includes the rules and
regulations of the Commission promulgated thereunder). 
 (cc) Internal Controls. The Company maintains effective
internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act and a system of internal accounting control sufficient to provide reasonable assurance that (A) transactions are executed in accordance with
management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States
and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s
assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 

  
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 (dd) Disclosure Controls and Procedures. The Company has established and maintains
disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is
made known to the chief executive officer and chief financial officer of the Company by others within the Company or any of its subsidiaries, and such disclosure controls and procedures are reasonably effective to perform the functions for which
they were established subject to the limitations of any such control system; the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies or material
weaknesses in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or
other employees who have a role in the Company’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors
that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. 
 (ee) Compliance with Environmental Laws. Except as otherwise disclosed in the Offering Memorandum: (i) neither the Company nor any of its subsidiaries is in violation of any federal, state,
local or foreign law, regulation, order, permit or other requirement relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata)
or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum
products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern
(collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under
applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise,
that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law, except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) there is no claim, action or cause of
action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs,
governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of
Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the Company’s knowledge, threatened against the
Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or
in the aggregate, have a Material Adverse Effect; and (iii) to the Company’s knowledge, there are no past, present or anticipated future actions, activities, circumstances, conditions, events or incidents, including,


  
 11 









 
without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law, require
expenditures to be incurred pursuant to Environmental Law, except as would not, individually or in the aggregate, have a Material Adverse Effect. 
 (ff) Independent Petroleum Engineers. DeGolyer and MacNaughton, whose reports as of December 31, 2008, 2009 and 2010 are referenced in the Offering Memorandum, was, as of the date of such
reports, and is, as of the date hereof, an independent petroleum engineer with respect to SandRidge Tertiary, LLC (with respect to the reports as of December 31, 2008, 2009, and 2010). Netherland, Sewell & Associates Inc., whose
reports as of December 31, 2008, 2009 and 2010, are referenced in the Offering Memorandum, was, as of December 31, 2008, 2009 and 2010, and is, as of the date hereof, an independent petroleum engineer with respect to the Company (excluding
SandRidge Tertiary, LLC). Lee Keeling and Associates, Inc., whose reports as of December 31, 2009 and 2010 are referenced in the Offering Memorandum, was, as of December 31, 2009 and 2010, and is, as of the date hereof, an independent
petroleum engineer with respect to the Company. The information underlying the estimates of reserves of the Company and its subsidiaries, which was supplied by the Company to DeGolyer and MacNaughton, Netherland, Sewell & Associates Inc.
and Lee Keeling and Associates, Inc. for purposes of reviewing the reserve reports and estimates of the Company and preparing the letters (the “Reserve Report Letters”) of DeGolyer and MacNaughton, Netherland, Sewell & Associates
Inc. and Lee Keeling and Associates, Inc., including, without limitation, production, costs of operation and development, current prices for production, agreements relating to current and future operations and sales of production, was true and
correct in all material respects on the dates such estimates were made and such information was supplied and was prepared in accordance with customary industry practices; estimates of such reserves and present values as described in the Offering
Memorandum and reflected in the Reserve Report Letters comply in all material respects with the applicable requirements of Regulation S-X and Regulation S-K under the Act, as applicable. 

(gg) Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any affiliate
of the Company, on the one hand, and any director, officer, member, stockholder, customer or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Exchange Act to be disclosed in an annual report on
Form 10-K that is not so disclosed in the Offering Memorandum. There are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any affiliate of the
Company to or for the benefit of any of the officers or directors of the Company or any affiliate of the Company or any of their respective family members. 
 (hh) Lending Relationship. Except as disclosed in the Offering Memorandum, to its knowledge, the Company (i) does not have any material lending or other relationship with any bank or lending
affiliate of any Initial Purchaser and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any Initial Purchaser. 

(ii) Solvency. Each of the Company and the Guarantors is, and immediately after the Closing Date will be, Solvent. As used herein,
the term “Solvent” means, with respect to any 

  
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person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of
such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such
person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital. 

(jj) No Default in Senior Indebtedness. No event of default exists under the Credit Facility. 

(kk) Regulation S. The Company, the Guarantors and their respective affiliates and all persons acting on their behalf (other than
the Initial Purchasers, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside
the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902. The Company is a “reporting issuer”, as defined in Rule 902 under the Securities Act. 

(ll) No Unlawful Payments; Compliance with Anti-Corruption Law. Neither the Company nor any of its subsidiaries or affiliates, nor
any director, officer, or employee, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay,
or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or
controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official
action or secure an improper advantage; and the Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies
and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. 
 (mm) Compliance with USA PATRIOT Act and Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all
applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. 

  
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 (nn) Compliance with OFAC. 

(A) The Company represents that neither the Company nor any of its subsidiaries (collectively, the “Entity”) or, to the
knowledge of the Entity, any director, officer, employee, agent, affiliate or representative of the Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: 

(1) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign
Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively,
“Sanctions”), nor 
 (2) located, organized or resident in a country or territory that is the subject
of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). 
 (B) The Company
represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: 

(1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the
time of such funding or facilitation, is the subject of Sanctions; or 
 (2) in any other manner that will result
in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). 
 (C) The Entity represents and covenants that for the past 5 years, it has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person,
or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. 
 Any
certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to each Initial
Purchaser as to the matters set forth therein. 
 SECTION 2. Purchase, Sale and Delivery of the Securities.

 (a) The Securities. Each of the Company and the Guarantors agrees to issue and sell to the Initial Purchasers,
severally and not jointly, all of the Securities, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Guarantors the aggregate principal amount of Securities set forth opposite their names on Schedule
A, at a purchase price of 98.000% of the principal amount thereof plus accrued interest, if any, from March 15, 2011, in each case, on the basis of the representations, warranties and agreements herein contained, and upon the terms, subject
to the conditions thereto, herein set forth. 

  
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 (b) The Closing Date. The closing of the transactions contemplated hereby (the
“Closing”) shall occur at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Suite 2500, Houston, Texas 77007 (or such other place as may be agreed to by the Company and RBC Capital Markets, LLC) at 9:00 a.m. New York City time,
on March 15, 2011 or such other time and date as RBC Capital Markets, LLC shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The Company hereby acknowledges that circumstances
under which RBC Capital Markets, LLC may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an
amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof. 
 (c)
Delivery of the Securities. At the Closing, the Company shall deliver, or cause to be delivered, the Notes to RBC Capital Markets, LLC for the accounts of the several Initial Purchasers, through the facilities of the DTC, against the
irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Notes shall be in global form, registered in the name of Cede & Co., as nominee of the Depositary, broken out as to
principal amount between Notes sold pursuant to Rule 144A and Notes sold pursuant to Regulation S as advised by RBC Capital Markets, LLC, and shall be delivered to the Trustee, as custodian for DTC, at the Closing. Time shall be of the essence, and
delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers. 

(d) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants
to, and agrees with, the Company that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”). 
 SECTION 3. Additional Covenants. Each of the Company and the Guarantors further covenants and agrees with each Initial Purchaser as follows: 

(a) Preparation of Final Offering Memorandum; Review of Proposed Amendments and Supplements and Company Additional Written
Communications. As promptly as practicable following the Time of Sale and in any event not later than the second business day following the date hereof, the Company will prepare and deliver to the Initial Purchasers the Final Offering
Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only to reflect the information contained in the Pricing Supplement. The Company will not amend or supplement the Preliminary Offering Memorandum or the Pricing
Supplement. The Company will not amend or supplement the Final Offering Memorandum prior to the Closing Date unless RBC Capital Markets, LLC shall previously have been furnished a copy of the proposed amendment or supplement prior to the proposed
use or filing, and shall not have objected to such amendment or supplement. Before making, preparing, using, authorizing, approving or distributing any Company Additional Written Communication, the Company will furnish to the Initial Purchasers a
copy of such written communication for review and will not make, prepare, use, authorize, approve or distribute any such written communication to which RBC Capital Markets, LLC reasonably objects. 

  
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 (b) Amendments and Supplements to the Final Offering Memorandum and Other Securities Act
Matters. If, prior to the later of (x) the Closing Date and (y) the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which
it is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent
Purchaser, not misleading, or if in the judgment of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Pricing Disclosure Package or the Final Offering Memorandum to comply with law, the
Company agrees to promptly prepare (subject to Section 3 hereof) and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Pricing Disclosure Package and the Final Offering Memorandum so that the statements in
the Pricing Disclosure Package and the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of Securities, be misleading or so that the Pricing Disclosure
Package and the Final Offering Memorandum, as amended or supplemented, will comply with all applicable law. 
 (c) Copies of
the Offering Memorandum. The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall have
reasonably requested. 
 (d) Blue Sky Compliance. Each of the Company and the Guarantors shall cooperate with the Initial
Purchasers and counsel for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities laws of the several states of the United
States, the provinces of Canada or any other jurisdictions designated by the Initial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of
the Securities. None of the Company nor any of the Guarantors shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently
qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for
offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company and the
Guarantors shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment. 
 (e) Use of
Proceeds. The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption “Use of Proceeds” in the Pricing Disclosure Package. 

(f) The Depositary. The Company will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be
eligible for clearance and settlement through the facilities of the Depositary. 

  
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 (g) Additional Issuer Information. Prior to the completion of the placement of the
Securities by the Initial Purchasers with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission and the NYSE all reports and documents required to be filed under Section 13 or 15 of the Exchange Act.
Additionally, at any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of the Securities, the Company shall furnish, at its expense, upon request, to
holders and beneficial owners of Securities and prospective purchasers of Securities information (“Additional Issuer Information”) satisfying the requirements of Rule 144A(d). 

(h) Agreement Not To Offer or Sell Additional Securities. For a period commencing on the date hereof and ending on the 60th day
after the date of the Offering Memorandum, the Company agrees not to, without the prior written consent of RBC Capital Markets, LLC, on behalf of the several Initial Purchasers (which consent may be withheld at the sole discretion of RBC Capital
Markets, LLC), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call
equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by the Company at
any time in the future of), or file (or participate in the filing of) a registration statement with the Commission in respect of, any debt securities of the Company, or securities exchangeable or exercisable for or convertible into debt securities
of the Company (other than as contemplated by this Agreement and to register the Exchange Securities). 
 (i) Future Reports
to the Initial Purchasers. At any time when the Company is not subject to Section 13 or 15 of the Exchange Act and any Securities or Exchange Securities remain outstanding, the Company will furnish to RBC Capital Markets, LLC: (i) as
soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for
the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, the Financial Industry Regulatory Authority, Inc. (the “FINRA”) or any securities exchange; and (iii) as soon as available,
copies of any report or communication of the Company mailed generally to holders of its capital stock or debt securities (including the holders of the Securities), if, in each case, such documents are not filed with the Commission within the time
periods specified by the Commission’s rules and regulations under Section 13 or 15 of the Exchange Act. 
 (j) No
Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the
Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or
(iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.


  
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 (k) No Restricted Resales. During the period of one year after the Closing Date, the
Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Notes which constitute “restricted securities” under Rule 144 that have been reacquired by any of them.

 (l) Legended Securities. Each certificate for a Note will bear the legend contained in “Transfer
Restrictions” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum. 
 RBC Capital Markets, LLC, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing
covenants or extend the time for their performance. 
 SECTION 4. Payment of Expenses. Each of the Company and the
Guarantors agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident
to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers,
(iii) all fees and expenses of the Company’s and the Guarantors’ counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing,
filing, shipping and distribution of the Pricing Disclosure Package and the Final Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the
Indenture and the Notes and Guarantees, (v) all filing fees, attorneys’ fees and expenses incurred by the Company, the Guarantors or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the
qualification or registration of) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or other jurisdictions designated by the Initial Purchasers
(including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Pricing Disclosure Package or the Final Offering Memorandum, (vi) the
fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the
Securities or the Exchange Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the FINRA, if any, of the terms
of the sale of the Securities or the Exchange Securities, and (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company and the Guarantors in connection with approval of the Securities by the Depositary for
“book-entry” transfer, and the performance by the Company and the Guarantors of their respective other obligations under this Agreement and (x) the expenses incident to the “road show” for the offering of the Securities,
including the travel and lodging expenses of representatives and officers of the Company. Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and
disbursements of their counsel. 

  
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 SECTION 5. Conditions of the Obligations of the Initial Purchasers. The
obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set
forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

 (a) Accountants’ Comfort Letter and Accountants’ Bring Down Comfort Letter. On the date hereof, the Initial
Purchasers shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Company, and Hansen, Barnett & Maxwell, P.C., independent registered public accountants for Arena Resources, Inc., a “comfort
letter” dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory to the Initial Purchasers, covering the financial information in the Preliminary Offering Memorandum and the Pricing Supplement and other
customary matters. In addition, on the Closing Date, the Initial Purchasers shall have received from PricewaterhouseCoopers LLP, a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in form and
substance satisfactory to the Initial Purchasers, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Final Offering Memorandum and any amendment or
supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Closing Date. 

(b) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the
Closing Date: 
 (i) in the judgment of the Representatives there shall not have occurred any Material Adverse
Change; and 
 (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any
intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities or indebtedness of the Company or any of its subsidiaries by a nationally
recognized statistical rating organization registered as such under Section 15E of the Securities Exchange Act of 1934, as amended; and 
 (iii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so
material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Preliminary Offering Memorandum and the Pricing Supplement. 

(c) Opinion of Counsel for the Company. On the Closing Date the Initial Purchasers shall have received the favorable opinion of
(i) Covington & Burling LLP, counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit A-1 and (ii) appropriate counsel of the Company, dated as of such Closing Date, the form of which
is attached as Exhibit A-2. 

  
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 (d) Opinion of Counsel for the Initial Purchasers. On the Closing Date the Initial
Purchasers shall have received the favorable opinion of Vinson & Elkins L.L.P., counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

 (e) Officers’ Certificate. On the Closing Date the Initial Purchasers shall have received a written certificate
executed by the Chairman of the Board, Chief Executive Officer or President of the Company and each Guarantor and the Chief Financial Officer or Chief Accounting Officer of the Company and each Guarantor, dated as of the Closing Date, to the effect
set forth in Section 5(b)(ii) hereof, and further to the effect that: 
 (i) for the period from and after
the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change; 

(ii) the representations, warranties and covenants of the Company set forth in Section 1 and Section 3 hereof,
respectively, were true and correct as of the date hereof and are true and correct as of the Closing Date with the same force and effect as though expressly made on and as of the Closing Date; 

(iii) no event of default exists under the Credit Facility; and 

(iv) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date. 
 (f) Registration Rights Agreement. The Company and the Guarantors shall
have entered into the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof. 
 (g) Engineers’ Comfort Letters. On the date hereof, the Initial Purchasers shall have received from Netherland, Sewell & Associates Inc. and Lee Keeling and Associates, Inc.,
independent petroleum engineers, a letter dated the date hereof addressed to the Initial Purchasers, the forms of which are attached as Exhibit B-1 and Exhibit B-2, respectively. 

(h) Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have
received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the
representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. 
 If any
condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchasers by notice to the Company at any time on or prior to the Closing Date, which termination
shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination. 

SECTION 6. Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Initial Purchasers
pursuant to Section 5 hereof, including if the sale to the 

  
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Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply
with any provision hereof, the Company agrees to reimburse the Initial Purchasers, severally, upon demand for all reasonable out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed
purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. If this Agreement is terminated pursuant to
Section 16 by reason of the default of one or more Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses. 

SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company and each of
the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities: 
 (A) Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or
sale shall only be made to persons whom the offeror or seller reasonably believes to be Qualified Institutional Buyers or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities
may be made in reliance upon Regulation S upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof. 
 (B) The Securities will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502 under the
Securities Act) will be used in the United States in connection with the offering of the Securities. 
 (C) Upon
original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof, other than the
Exchange Notes) shall bear the legend specified in Exhibit C to the Indenture: 
 Following the sale of the Securities by
the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses,
damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security. 

SECTION 8. Indemnification. 
 (a) Indemnification of the Initial Purchasers. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers
and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, director,
officer, employee or 

  
 21 









 
controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of
any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such director, officer, employee
or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by RBC Capital Markets, LLC) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or controlling
person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage,
liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to
the Company by the Initial Purchasers expressly for use in the Pricing Disclosure Package, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in
this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have. 
 (b) Indemnification of
the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each of their respective directors and each person, if any, who controls the Company or any
Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor or any such director or controlling person may become subject, under the
Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser),
insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure
Package, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Pricing Disclosure
Package, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser expressly
for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any
Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors


  
 22 









 
hereby acknowledges that the only information that the Initial Purchasers have furnished to the Company expressly for use in the Pricing Disclosure Package, any Company Additional Written
Information or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the second and third sentences of the 6th paragraph and the entire 21st paragraph under the caption “Plan of
Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

 (c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this
Section 8 or to the extent it is not materially prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the defense thereof; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action the indemnified party or parties shall have the right to select separate counsel to
assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s
election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (RBC Capital Markets, LLC in the case of Sections 8(b) and 9 hereof), representing the indemnified parties
who are parties to such action). 
 (d) Settlements. The indemnifying party under this Section 8 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 judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim,
damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent
(i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault,
culpability or failure to act by or on behalf of any indemnified party. 

  
 23 









 SECTION 9. Contribution. If the indemnification provided for in Section 8
hereof is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement 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 Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the
Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net
proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities.
The relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company and the Guarantors, on the one hand, or the Initial Purchasers, on the other
hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or inaccuracy. 
 The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in
Section 8 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 hereof with respect to notice of commencement
of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 hereof for
purposes of indemnification. 
 The Company, the Guarantors and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 9. 
 Notwithstanding the provisions of this Section 9, no
Initial Purchaser shall be required to contribute any amount in excess of the discount received by such Initial Purchaser in connection 

  
 24 









 
with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite
their names in Schedule A. For purposes of this Section 9, each director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange
Act shall have the same rights to contribution as such Initial Purchaser, and each director of the Company or any Guarantor, and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act and the Exchange
Act shall have the same rights to contribution as the Company and the Guarantors. 
 SECTION 10. Termination of this
Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading in securities generally on either the New York Stock Exchange shall have been suspended
or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any federal or New York
authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or
any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or
economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Notes in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the
sale of securities. 
 SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities,
agreements, representations, warranties and other statements of the Company, the Guarantors, their respective officers and the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Initial Purchaser, the Company, any Guarantor or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the
Securities sold hereunder and any termination of this Agreement. 
 SECTION 12. Notices. All communications
hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows: 
 If to the Initial Purchasers: 
 RBC Capital Markets, LLC 

Three World Financial Center 
 200 Vesey Street, 9th Floor 
 New York, New York 10281 

Facsimile: 212-858-7455 
 Attention: Legal Department 

  
 25 









 with a copy to: 
 Vinson & Elkins L.L.P. 
 1001 Fannin, Suite 2500 

Houston, Texas 77002 
 Facsimile: 713-615-5139 
 Attention: Matthew R. Pacey 

If to the Company or the Guarantors: 
 SandRidge Energy, Inc. 
 123 Robert S. Kerr Avenue 

Oklahoma City, Oklahoma 73102 
 Facsimile: 405-429-5983 
 Attention: General Counsel 

with a copy to: 

Covington & Burling LLP 
 1201 Pennsylvania Avenue, N.W. 
 Washington, D.C. 20004 

Facsimile: 202-778-5307 
 Attention: David H. Engvall 
 Any party hereto may change the address or facsimile
number for receipt of communications by giving written notice to the others. 
 SECTION 13. Successors. This
Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 16 hereof, and to the benefit of the indemnified parties referred to in Sections 8 and 9 hereof,
and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any Subsequent Purchaser of other purchaser of the Securities as such from any of the
Initial Purchasers merely by reason of such purchase. 
 SECTION 14. Partial Unenforceability. The invalidity or
unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 
 SECTION 15. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. 

  
 26 









 SECTION 16. Default of One or More of the Several Initial Purchasers. If any one
or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial
Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of
Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the
Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on the Closing Date. If any one or more
of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and
arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the
provisions of Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be,
but in no event for longer than seven days in order that the required changes, if any, to the Final Offering Memorandum or any other documents or arrangements may be effected. 
 As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16. Any action taken under
this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. 
 SECTION 17. No Advisory or Fiduciary Responsibility. Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this
Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Initial
Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with
each transaction contemplated hereby and the process leading to such transaction each Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Guarantors or their respective affiliates,
stockholders, creditors or employees or any other party; (iii) no Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or Guarantors with respect to any of the transactions contemplated
hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising the Company Guarantors on other matters) or any other obligation to the Company and the Guarantors except the obligations
expressly set forth in this Agreement; (iv) the several Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that
the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice


  
 27 









 
with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the
Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors
may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty. 

SECTION 18. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be
waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. 

  
 28 









 If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. 

 

					
	Very truly yours,
	
	SANDRIDGE ENERGY, INC.
		
	By:	 	 /s/ Tom L. Ward

		 	Name:	 	Tom L. Ward
		 	Title:	 	Chief Executive Officer, President and Chairman of the Board


  

					
	 SANDRIDGE ONSHORE, LLC

	 LARIAT SERVICES, INC.

	 SANDRIDGE OPERATING COMPANY

	 INTEGRA ENERGY, L.L.C.

	 SANDRIDGE EXPLORATION AND PRODUCTION, LLC

	 SANDRIDGE TERTIARY, LLC

	 SANDRIDGE MIDSTREAM, INC.

	 SANDRIDGE OFFSHORE, LLC

	 SANDRIDGE HOLDINGS, INC

		
	By:	 	 /s/ Tom L. Ward

		 	Name:	 	Tom L. Ward
		 	Title:	 	Chief Executive Officer








 The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers
as of the date first above written. 
  

					
	 RBC CAPITAL MARKETS, LLC

	 BARCLAYS CAPITAL INC.

	 MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED

	 MITSUBISHI UFJ SECURITIES (USA), INC.

	 WELLS FARGO SECURITIES, LLC

		 	Acting on behalf of themselves and as the Representatives of the several Initial Purchasers
	
	RBC CAPITAL MARKETS, LLC
		
	By:	 	 /s/ Rick Brice

		 	Name:	 	Rick Brice
		 	Title:	 	Managing Director
	
	BARCLAYS CAPITAL INC.
		
	By:	 	 /s/ Timothy N. Hartzell

		 	Name:	 	Timothy N. Hartzell
		 	Title:	 	Managing Director
	
	 MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED

		
	By:	 	 /s/ J. Lex Maultsby

		 	Name:	 	J. Lex Maultsby
		 	Title:	 	Managing Director
	
	MITSUBISHI UFJ SECURITIES (USA), INC.
		
	By:	 	 /s/ Brian Cogliandro

		 	Name:	 	Brian Cogliandro
		 	Title:	 	Managing Director,
		 		 	Head of U.S. Syndicate
	
	WELLS FARGO SECURITIES, LLC
		
	By:	 	 /s/ Jeff Gore

		 	Name:	 	Jeff Gore
		 	Title:	 	Managing Director








 SCHEDULE A 

 

					
	 Initial Purchasers
	  	Aggregate Principal
Amount of Notes to
be Purchased	 
	 RBC Capital Markets, LLC
	  	$	225,000,000	  
	 Barclays Capital Inc.
	  	 	105,750,000	  
	 Merrill Lynch, Pierce, Fenner & Smith Incorporated
	  	 	105,750,000	  
	 Mitsubishi UFJ Securities (USA), Inc.
	  	 	105,750,000	  
	 Wells Fargo Securities, LLC
	  	 	105,750,000	  
	 BNP Paribas Securities Corp.
	  	 	36,000,000	  
	 Capital One Southcoast, Inc.
	  	 	36,000,000	  
	 Credit Agricole Securities (USA) Inc.
	  	 	36,000,000	  
	 RBS Securities Inc.
	  	 	36,000,000	  
	 UBS Securities LLC
	  	 	36,000,000	  
	 BBVA Securities Inc.
	  	 	18,000,000	  
	 BOSC, Inc.
	  	 	18,000,000	  
	 Comerica Securities, Inc.
	  	 	18,000,000	  
	 KeyBanc Capital Markets Inc.
	  	 	18,000,000	  
	 Total
	  	$	900,000,000	  








 SCHEDULE B 

 

					
	 Subsidiary
	  	SandRidge
Ownership
Interest	 
	 Cholla Pipeline, L.P.
	  	 	98.7143	% 
	 Sagebrush Pipeline, LLC
	  	 	73.80881	% 

 In addition, SandRidge
owns 50% of the membership interests of Grey Ranch Plant Genpar, LLC and 50% of the partnership interests of Grey Ranch Plant, L.P. Neither of these entities are “Subsidiaries” within the meaning of the Credit Facility or the indentures
governing the Company’s outstanding senior notes. 







 EXHIBIT A-1 
 FORM OF OPINION OF ISSUER’S COUNSEL 
 Opinion of outside
counsel to the Company to be delivered pursuant to Section 5 of the Purchase Agreement. 
 (i) The
Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 

(ii) The Company and each Delaware Guarantor has duly authorized, executed and delivered the Purchase Agreement. 

(iii) The Company and each Delaware Guarantor have duly authorized, executed and delivered each of the Indenture and
the Registration Rights Agreement, and each of the Indenture and the Registration Rights Agreement constitutes the valid and binding obligation of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 

(iv) The Company has duly authorized, executed and delivered the Notes, and, assuming the Trustee has duly authenticated the Notes, each
of the Notes constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors’ rights and to general equity principles. 
 (v) Each Delaware Guarantor
has duly authorized the Guarantees. Assuming the Trustee has duly authenticated the Notes, each of the Guarantees constitutes the valid and binding obligation of each Guarantor, enforceable against such Guarantor in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. In giving this opinion, such counsel need
not express any opinion as to the existence or adequacy of consideration received by the Guarantors for the Guarantees. 
 (vi)
The Notes, the Guarantees and the Indenture conform in all material respects as to legal matters to the descriptions thereof contained in the Pricing Disclosure Package and the Final Offering Memorandum. 

(vii) The statements in the Final Offering Memorandum under the caption “Certain United States Federal Income Tax
Considerations,” insofar as such statements constitute summaries of the laws, regulations, legal matters, agreements or other legal documents referred to therein, are accurate in all material respects and fairly summarize the matters referred
to therein. 

  
 Exhibit A-1-1









 (viii) The execution and delivery of the Purchase Agreement, the Registration Rights
Agreement, the Notes and the Indenture by the Company and each Guarantor party thereto, and the consummation by the Company and each Guarantor of the transactions contemplated thereby in accordance with the terms thereof do not (i) breach the
provisions of the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws or the certificate of incorporation, bylaws, or other constitutive document of any of the Guarantors; (ii) breach the provisions
of, or cause a default or a Debt Repayment Triggering Event under, the Amended and Restated Senior Credit Facility, dated April 22, 2010, by and among the Company and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer, and the other lenders party thereto, as amended; (iii) breach the provisions of, or cause a default under, (a) the Indenture, dated May 1, 2008, by and among the Company, certain subsidiary guarantors named therein and Wells
Fargo Bank, National Association, as trustee, (b) the Indenture, dated May 20, 2008, by and among the Company, certain subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee, (c) the Indenture,
dated May 14, 2009, by and among the Company, certain subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee or (d) the Indenture, dated December 16, 2009, by and among the Company, certain
subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee; or (iv) violate the General Corporation Law of the State of Delaware or any New York or Federal statute, law, rule or regulation known to us to which
the Company or any Guarantor is subject; provided however, such counsel need not express any opinion in this paragraph (viii) with respect to state securities or blue sky laws, rules or regulations or any state or Federal anti-fraud statute,
rule or regulation. 
 (ix) The Company is not and, after giving effect to the offering and sale of the Notes and the
application of the proceeds thereof as described in the Final Offering Memorandum, will not be an “investment company,” as defined in the Investment Company Act of 1940, as amended. 

(x) Based upon and assuming the accuracy of the representations and warranties in the Purchase Agreement, the compliance with the
conditions and covenants in the Purchase Agreement, and the compliance with the procedures set forth in the Final Offering Memorandum, it is not necessary in connection with (a) the issuance and sale to the Initial Purchasers of the Notes
pursuant to the Purchase Agreement or (b) the initial resale of the Notes by the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Final Offering Memorandum pursuant to Rule 144A under the Securities Act of 1933
(the “Securities Act”), to register the Notes under the Securities Act or to qualify an indenture under the Trust Indenture Act of 1939. 
 In addition, such counsel shall state that, as counsel to the Company, they have reviewed the Pricing Disclosure Package and the Final Offering Memorandum and have participated in discussions with
representatives of the Company, the Company’s accountants, and with representatives of the Initial Purchasers and their counsel, and that, on the basis of the information which such counsel reviewed in the performance of the services referred
to above, considered in the light of such counsel’s understanding of the applicable law and the experience such counsel has gained through its practice under the Federal securities laws, nothing which came to such counsel’s attention in
the course of such review has caused such counsel to believe 

  
 Exhibit A-1-2









 
that: (a) the Pricing Disclosure Package, as of the Time of Sale (as specified in the Purchase Agreement), contained any untrue statement of a material fact or omitted to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (b) the Final Offering Memorandum, as of its date or as of the Closing Date, contained or contains any untrue
statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case such counsel need not assume
any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Final Offering Memorandum, except as specified in Paragraphs (vi) and (vii) above. Also, such counsel need
not express any opinion or belief as to the financial statements, including the notes thereto, and the financial statement schedules and other financial data and the oil and gas reserve and production data included in the Pricing Disclosure Package
or the Final Offering Memorandum. 
 In rendering such opinion, such counsel may rely as to matters involving the application of
laws of any jurisdiction other than the General Corporation Law of the State of Delaware, the contract laws of the State of New York or the federal law of the United States, to the extent they deem proper and specified in such opinion, upon the
opinion (which shall be dated the Closing Date and shall be satisfactory in form and substance to the Initial Purchasers, shall expressly state that the Initial Purchasers may rely on such opinion as if it were addressed to them and shall be
furnished to the Initial Purchasers) of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers. 

  
 Exhibit A-1-3









 EXHIBIT A-2 
 FORM OF OPINION OF COMPANY’S COUNSEL 
 Opinion of counsel for
the Company to be delivered pursuant to Section 5 of the Purchase Agreement. 
 (i) The Company has corporate power and
authority to own, lease and operate its properties and to conduct its business as described in the Pricing Disclosure Package and the Final Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement, the
Registration Rights Agreement, the Indenture and the Notes. 
 (ii) The Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so
qualify or to be in good standing would not, singly or in the aggregate, have a Material Adverse Effect. 
 (iii) Each Guarantor
has been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, has
corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Pricing Disclosure Package and the Final Offering Memorandum and, to the best knowledge of such counsel, is duly qualified as a
foreign corporation or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of
business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect. 
 (iv) The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to
conduct their respective businesses, and, to such counsel’s knowledge, neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could have a Material Adverse Effect. 
 (v) After due inquiry, such counsel does not know of any legal or governmental actions, suits or proceedings pending or, to the best of such counsel’s knowledge, threatened (i) against or
affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination
matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined
adversely, would reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated 

  
 Exhibit A-3-1









 
by this Agreement. After due inquiry, such counsel does not know of any existing or, to the best of such counsel’s knowledge, threatened or pending, material labor dispute with the employees
of the Company or any of its subsidiaries. 
 (vi) To the best knowledge of such counsel, neither the Company nor any subsidiary
is in violation of its charter, bylaws or other organizational document, as the case may be. 
 In rendering such opinion, such counsel may rely
(A) as to matters involving the application of laws of any jurisdiction other than the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the laws of the State of Texas, or the federal law of the
United States, to the extent they deem proper and specified in such opinion, upon the opinion (which shall be dated the Closing Date, shall be satisfactory in form and substance to the Initial Purchasers, shall expressly state that the Initial
Purchasers may rely on such opinion as if it were addressed to them and shall be furnished to the Initial Purchasers) of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers.


  
 Exhibit A-1-2









 EXHIBIT B-1 
 FORM OF ENGINEER COMFORT LETTER 







 EXHIBIT B-2 
 FORM OF ENGINEER COMFORT LETTER 







 EXHIBIT C 
 PRICING SUPPLEMENT 
  

			
	PRICING SUPPLEMENT	 	STRICTLY CONFIDENTIAL


 

 

 SandRidge Energy, Inc. 
 March 2, 2011 
  
  

This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum dated March 2, 2011. The
information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum.

 The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are
being offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. 

 

							
	Terms Applicable to the 7.500% Senior Notes due 2021
		
	Issuer:	  	SandRidge Energy, Inc.
		
	Principal Amount:	  	$900,000,000
		
	Gross Proceeds:	  	$900,000,000
		
	Title of Securities:	  	7.500% Senior Notes due 2021 (the “Notes”)
		
	Final Maturity Date:	  	March 15, 2021
		
	Issue Price:	  	100.0%, plus accrued interest, if any, from March 15, 2011
		
	Coupon:	  	7.500%
		
	Yield to Maturity:	  	7.500%
		
	Spread to Benchmark Treasury:	  	+405 bps
		
	Benchmark Treasury:	  	UST 3.625% due February 15, 2021
		
	Interest Payment Dates:	  	March 15 and September 15, beginning on September 15, 2011









							
	Record Dates:	  	March 1 and September 1
		
	Ratings:	  	Moody’s: B3     S&P: B
		
		  	A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
		
	Optional Redemption:	  	On and after, March 15, 2016, in whole or in part, at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid
interest, if any, to the date of redemption, on March 15 of the years set forth below:
				
	  	  	 Date
	  	 Price
	  	  
				
		  	 2016
 2017

2018
 2019 and thereafter
	  	 103.750%

102.500%
 101.250%

100.000%
	  	
		
		  	Make-whole call at T + 50 bps until March 15, 2016.
		
	Optional Redemption with Equity Proceeds:	  	In addition, prior to March 15, 2014, up to 35% at a redemption price equal to 107.500% of the aggregate principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption.
		
	Change of Control:	  	Putable at 101% of principal, plus accrued and unpaid interest to the date of purchase.
		
	Initial Purchasers:	  	 Joint Book-Running Managers:
 RBC Capital Markets, LLC
 Barclays Capital Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated
 Mitsubishi UFJ Securities (USA), Inc.
 Wells Fargo Securities, LLC

 
 Senior Co-Managers:
 BNP Paribas Securities Corp.
 Capital One Southcoast, Inc.

Credit Agricole Securities (USA) Inc.
 RBS
Securities Inc.
 UBS Securities LLC
  

Co-Managers:
 BBVA Securities
Inc.
 BOSC, Inc.
 Comerica Securities,
Inc.
 KeyBanc Capital Markets Inc.



  
 Exhibit A-1-2










							
	Trade Date:	  	March 2, 2011
		
	Settlement Date:	  	T+9 on March 15, 2011
		
	Denominations:	  	$1,000 and integral multiples of $1,000 in excess thereof
		
	Distribution:	  	144A/Regulation S with Registration Rights as set forth in the Preliminary Offering Memorandum
				
	CUSIPS and ISIN Numbers:	  	 144A Notes:
 CUSIP: 80007P
AM1
 ISIN: US80007PAM14
	  	 Reg S Notes:
 CUSIP: U79864
AD3
 ISIN: USU79864AD31
	  	

 Other Information: 
 The following changes will be made in the Preliminary Offering Memorandum: 

Use of Proceeds: 
 The following disclosure under “Use of Proceeds” on page 17 and each other location where it appears in the Preliminary Offering Memorandum is amended to read as follows: 

We estimate that the net proceeds from this offering will be approximately $881.0 million after deducting the initial purchasers’ discounts and
our estimated expenses. We will use the net proceeds from this offering to fund the aggregate tender price of our tender offer for up to $650.0 million in aggregate principal amount of our 8.625% Senior Notes due 2015 (including payment of the
accrued but unpaid interest on such notes in connection with the tender offer), and for general corporate purposes, including to repay borrowings outstanding under our senior credit facility. To the extent that any 2015 notes are not tendered or in
the event our tender offer is not consummated, any remaining net proceeds will be used for general corporate purposes, including to repay borrowings outstanding under our senior credit facility. We may also redeem or purchase any of the 8.625%
Senior Notes due 2015 that are not tendered and purchased in our tender offer using remaining net proceeds from this offering (if any), cash on hand or borrowings under our senior credit facility. Our senior credit facility had a balance of $460.0
million as of February 28, 2011, and matures in April 2014. The average interest rate paid on amounts outstanding under our senior credit facility for the year ended December 31, 2010 was 2.70%. As a result of this offering, the borrowing
base for our senior credit facility will be automatically reduced by approximately $60 million, or 30% of the principal amount of the notes in excess of the amount used to purchase or redeem the 8.625% Senior Notes due 2015. After giving effect to
this offering, the borrowing base will be approximately $790 million. 
  

 
 Other information (including
financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. 

  
 Exhibit A-1-3









 This material is confidential and is for your information only and is not intended to be
used by anyone other than you. This information does not purport to be a complete description of these Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. 

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other
notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system. 

  
 Exhibit A-1-4









 ANNEX I 
 Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: 
 Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a
distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto
and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any
advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such
advertisements as are permitted by and include the statements required by Regulation S. 
 Such Initial Purchaser agrees
that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it
will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: 
 “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or
to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance
upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt
from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any
distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities
Act.”