CONSTRUCTION MANAGEMENT AGREEMENT

Exhibit 10.1

Execution Version

CONSTRUCTION MANAGEMENT AGREEMENT

by and between

OXY USA INC.

and

SANDRIDGE EXPLORATION AND PRODUCTION, LLC

Dated June 29, 2008

TABLE OF CONTENTS

List of Exhibits

CONSTRUCTION MANAGEMENT AGREEMENT

     THIS CONSTRUCTION MANAGEMENT AGREEMENT is made and entered into as of June 29, 2008 (the “ Effective Date ”), by and between OXY USA Inc., a Delaware corporation (“ Owner ”), and SandRidge Exploration and Production, LLC, a Delaware limited liability company (the “ Construction Manager ”). Owner and Construction Manager are sometimes referred to collectively as the “ Parties ” and individually as a “ Party ”.

RECITALS

      WHEREAS , Owner intends to construct and own a gas treating plant and associated pipelines in the vicinity of the Piñon gas field in Pecos County, Texas;

      WHEREAS , Owner and Construction Manager are simultaneously entering into a Gas Treating and CO ₂ Delivery Agreement pursuant to which Owner will agree to process the Construction Manager’s gas through the Gas Treating Plant (as defined below) on the terms set forth therein;

      WHEREAS , in connection with the construction of the Gas Treating Plant and the Pipelines (as defined below), the Owner desires for the Construction Manager to provide the Services (as defined below) pursuant to the terms and conditions of this Agreement (as defined below); and

      WHEREAS , in consideration of Owner entering into the Gas Treating and CO ₂ Delivery Agreement, the Construction Manager is willing to provide the Services pursuant to the terms and conditions of this Agreement.

      NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS; INTERPRETATION

     1.1 Definitions . In addition to any terms or expressions defined elsewhere in this Agreement, the terms or expressions set forth below shall have the following meanings in this Agreement.

     “ Actual Measured Progress ” has the meaning set forth in Section 8.2(b) .

     “ Actual Measured Progress for Previous Month ” has the meaning set forth in Section 8.2(c) .

     “ Additional Cure Period ” has the meaning set forth in Section 10.4(c)(ii) .

     “ Affiliate ” means, in relation to any Person, any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person. For

purposes of this definition, “control” (including “controlled by” and “under common control with”), as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “ Agreement ” means this Construction Management Agreement, including all Exhibits attached hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

     “ Agreement Confidential Information ” has the meaning set forth in Section 14.3 .

     “ Applicable Laws ” means all federal, state or local laws (including securities laws), ordinances, judgments, acts, statutes, decrees, injunctions, writs, orders, rules, regulations, permits or interpretations (other than any interpretation which by its terms is not binding) of any Governmental Authority with jurisdiction over the subject matter, as in effect from time to time, pertaining to the performance of the Services.

     “ Applicable Permits ” means all waivers, franchises, exemptions, variances, permits (including any environmental permits), clearances, registrations, authorizations, consents, decrees, approvals, licenses, filings, privileges, exemptions from, rulings, certifications, or orders from or required to be obtained or maintained by any Governmental Authority in connection with the performance of the Services.

     “ Application for Payment ” has the meaning set forth in Section 8.2(c) .

     “ Authorized Representative ” means, with respect to each Party, the individual appointed by such Party pursuant to Section 14.13 to act on such Party’s behalf with respect to that Party’s duties and responsibilities under this Agreement.

     “ Base Contract Price ” has the meaning set forth in Section 8.1(a) .

     “ Billing Month ” has the meaning set forth in Section 8.2(c) .

     “ Business Day ” means a calendar day other than Saturday, Sunday or a legal or bank holiday in the State of Texas.

     “ Century Plant Project ” means, collectively, the Gas Treating Plant and the Pipelines, as more fully described in Exhibit A and Exhibit B , respectively (as each such Exhibit may be amended pursuant to Section 2.2 ).

     “ Change ” has the meaning set forth in Section 9.1(a) .

     “ Change of Law ” means a change in, the enactment, promulgation, issuance or entry of, any Applicable Law by a Governmental Authority which occurs subsequent to the Effective Date.

     “ Change Order ” has the meaning set forth in Section 9.1(a) .

     “ Change Order Request ” has the meaning set forth in Section 9.1(b) .

     “ Claims ” means any claim, cause of action, demand, proceeding or lawsuit and all costs, expenses, disbursements, losses, fines, penalties and damages incurred in connection therewith, including reasonable and documented attorneys’ fees, accountant fees, expert fees, consultant fees, disbursements, court costs and interest.

     “ Construction Manager ” has the meaning set forth in the introductory paragraph.

     “ Construction Manager Related Parties ” has the meaning set forth in Section 12.2(a) .

     “ CO ₂ Fractionation Unit ” means the portion of Train 1 required to be completed to enable Train 1 to operate the CO ₂ fractionation process.

     “ Contract Price ” has the meaning set forth in Section 8.1(b) .

     “ Critical Path Delay Meeting ” has the meaning set forth in Section 3.2(b) .

     “ Critical Path Milestones ” means the “Critical Path Milestones” set forth in Exhibit C .

     “ Delay Notice ” has the meaning set forth in Section 3.2(a) .

     “ Design Plan Review Period ” has the meaning set forth in Section 2.2(a) .

     “ Design Plans ” has the meaning set forth in Section 2.2(a) .

     “ Dollars ” or “ $ ” means the lawful currency of the United States of America.

     “ Effective Date ” has the meaning set forth in the introductory paragraph.

     “ Equipment ” means all of the individual items which form part of the permanent or temporary systems of the Century Plant Project, including vessels, pumps, motors, instruments, cables, junction boxes, pipelines, water wells and valves.

     “ Estimated Change Order Costs ” has the meaning set forth in Section 9.1(c) .

     “ Estimated Measured Progress for Billing Month ” has the meaning set forth in Section 8.2(c) .

     “ Estimated Measured Progress for Previous Month ” has the meaning set forth in Section 8.2(c) .

     “ Excused Delay ” has the meaning set forth in Section 3.2(a) .

     “ Executive Officer ” means, with respect to the Owner, any officer of Occidental Petroleum Corporation with the title of vice president or any title senior to vice president, and with respect to the Construction Manager, any officer of SandRidge Energy, Inc. with the title of executive vice president or any title senior to executive vice president.

     “ Force Majeure ” has the meaning set forth in Section 11.1(b) .

     “ Gas Treating and CO ₂ Delivery Agreement ” means that certain Gas Treating and CO ₂ Delivery Agreement, dated as of the Effective Date, between the Owner and the Construction Manager.

     “ Gas Treating Plant ” means the gas treating plant and all facilities, systems and ancillary equipment relating thereto, including both Trains (as further described in Exhibit A ) to be located on the Site, and to be fully designed, engineered, procured, permitted, fabricated and constructed as provided in this Agreement.

     “ Good Industry Practice ” means those prudent and good practices, methods, techniques, standards, codes, specifications and acts generally followed or used by professional design, engineering or construction managers, as applicable, in the oil and gas industry in the United States of America regularly involved in projects similar to the construction of the Century Plant Project which, in the exercise of prudent judgment, in light of the facts known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with Applicable Laws and Applicable Permits. “Good Industry Practice” is not intended to be limited to the optimum practices, methods, techniques, standards, codes, specifications and acts to the exclusion of all others, but rather to be acceptable practices, methods, techniques, standards, codes, specifications and acts generally followed or used by professional design, engineering or construction managers, as applicable, in the oil and gas industry in the United States of America regularly involved in projects similar to the construction of the Century Plant Project, having due regard for, among other things, the requirements of Applicable Laws and Applicable Permits.

     “ Governmental Authority ” means any federal, state, county, city, municipal, regional or local authorities, departments, bodies, boards, bureaus, instrumentalities, commissions, branches, agencies, courts, tribunals, judicial authorities, legislative bodies, administrative bodies, regulatory bodies, autonomous or quasi-autonomous entities or taxing authorities or any political subdivision of any thereof and any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of the foregoing entities, having jurisdiction over the Persons or matters in question.

     “ Grey Ranch CO ₂ Pipeline ” means the pipeline originating at the Grey Ranch Plant located in Pecos County, Texas and ending at the Mitchell Interconnect located in Pecos County, Texas, which shall be sized to accommodate all of the CO ₂ output of the both the Grey Ranch Plant (as defined in the Gas Treating and CO ₂ Delivery Agreement) and the Pikes Peak Plant (as defined in the Gas Treating and CO ₂ Delivery Agreement) (both operating at full capacity) as well as 40 MMSCFD of CO ₂ from the Terrell Plant (as defined in the Gas Treating and CO ₂ Delivery Agreement), and all facilities and ancillary equipment relating to such pipeline (as further described in Exhibit B (as Exhibit B may be amended pursuant to Section 2.2 )) to be fully designed, engineered, procured, permitted, fabricated and constructed by or on behalf of the Construction Manager as provided in this Agreement.

     “ Indemnifying Person ” has the meaning set forth in Section 12.3(a) .

     “ Indemnified Person ” has the meaning set forth in Section 12.3(a) .

      “Indemnification Claim Notice” has the meaning set forth in Section 12.3(b) .

     “ Intellectual Property ” means the following statutory and common law rights, if applicable: (a) all trademarks, service marks, trade names, domain names, registrations and applications for registrations for the foregoing (“ Trademarks ”), (b) patents, pending patent applications, and patents subsequently issuing from patent applications, (c) copyrights and registrations and applications for registrations thereof, (d) trade secrets and confidential information, and (e) all other similar intellectual property rights of any kind.

     “ Labor Difficulties ” shall mean strikes and other forms of organized actions by labor or other personnel to stop or significantly reduce or slow down work or production or to withdraw or withhold labor or services.

     “ Late Payment Rate ” means, as of any date, the lesser of: (a) the prime rate of interest as published in The Wall Street Journal plus 2%, or (b) the maximum interest rate permitted by Applicable Law.

     “ Lien ” means any mortgage, charge, lien, claim, security interest or other encumbrance arising out of or in connection with the Construction Manager’s or any of its Subcontractors’ performance of the Services.

     “ McCamey CO ₂ Pipeline ” means the 24-inch diameter pipeline originating at the Gas Treating Plant and ending at the McCamey Pump Station located in McCamey, Texas and all facilities and ancillary equipment relating to such pipeline (as further described in Exhibit B (as Exhibit B may be amended pursuant to Section 2.2 )) to be fully designed, engineered, procured, permitted, fabricated and constructed by or on behalf of the Construction Manager as provided in this Agreement.

     “ MMSCFD ” means 1,000,000 Standard Cubic Feet per day.

     “ Ortloff ” means Ortloff Engineers, Ltd., a Texas limited partnership.

     “ Ortloff Agreements ” means, collectively, the Process/Recovery License Technology Agreement, dated May 14, 2008, between SandRidge Energy, Inc. and Ortloff (as amended May 19, 2008), and the Process/Recovery License Technology Agreement to be entered into by Construction Manager (or its Affiliate) pursuant to Section 2.12(b) with respect to Train 2.

     “ Ortloff Performance Tests ” means the performance test referred to in Section 4 of each Ortloff Agreement.

     “ Overall Planned Progress Curve ” has the meaning set forth in Section 8.2(a) .

     “ Owner ” has the meaning set forth in the introductory paragraph.

     “ Owner Related Parties ” has the meaning set forth in Section 12.1(a) .

     “ Party ” or “ Parties ” has the meaning set forth in the introductory paragraph.

     “ Performance Guarantees ” means, collectively, the “Performance Guarantee(s)” set forth in Section 1.0 of Attachment II of each UOP Guarantee Agreement and the “Process Performance Guarantees” set forth in Section 4 of each Ortloff Agreement.

      “Performance LDs” has the meaning set forth in Section 6.2 .

     “ Performance Tests ” means, collectively, (a) the Ortloff Performance Tests and (b) the UOP Performance Tests.

     “ Person ” means any individual, partnership, corporation, limited liability company, association, joint stock company, joint venture, business trust, Governmental Authority or other legal entity.

     “ Pipeline Easements ” means, with respect to any Pipeline, the easements or rights-of-way associated with such Pipeline.

     “ Pipelines ” means the Grey Ranch CO ₂ Pipeline and the McCamey CO ₂ Pipeline.

     “ Progress Payment ” has the meaning set forth in Section 8.2(e) .

     “ Project Confidential Information ” has the meaning set forth in Section 14.3 .

     “ PSSR Standard ” means the Owner’s operational risk management standards attached as Exhibit D .

     “ Seconded Manager ” shall have the meaning set forth in Section 4.6(a) .

     “ Selexol Unit ” means the portion of Train 1 required to be completed to enable Train 1 to operate the process for removing impurities (such as carbon dioxide or hydrogen sulfide) from feed gas using a solvent comprising a dimethyl ether of polyethylene glycol in an “off design” mode.

     “ Services ” has the meaning set forth in Section 2.1 .

     “ Shared Equipment ” means any Equipment that does not form a part of a Unit, Train or Pipeline and is used in connection with the operation of one or more Units, Trains or Pipelines.

     “ Site ” has the meaning set forth in Section 2.19(a) .

     “ Sole Expert ” has the meaning set forth in Section 14.5(b)(iii) .

     “ Spares ” has the meaning set forth in Section 2.10(c) .

     “ Subcontract ” has the meaning set forth in Section 2.5 .

     “ Subcontractor ” has the meaning set forth in Section 2.5 .

     “ Substantial Completion ” has the meaning set forth in Section 5.1(j) .

     “ Substantial Completion Certificate ” has the meaning set forth in Section 5.1(n) .

     “ Target Milestones ” means the “Target Milestones” set forth in Exhibit C .

     “ Taxes ” mean any and all taxes, levies or other like assessments, including but not limited to income tax, franchise tax , profits tax, windfall profits tax, surtax, gross receipts tax, capital gains tax, remittance tax, withholding tax, sales tax, use tax, value added tax, goods and services tax, presumptive tax, net worth tax, special contribution, production tax, pipeline transportation tax, severance tax, excise tax, ad valorem tax, property tax (real, personal or intangible), inventory tax, transfer tax, premium tax, environmental tax (including taxes under Section 59A of the Internal Revenue Code), customs duty, stamp tax or duty, capital stock tax, franchise tax, margin tax, occupation tax, payroll tax, employment tax, social security tax, unemployment tax, disability tax, alternative or add-on minimum tax, estimated tax, and any similar tax or assessment imposed by any Governmental Authority or other taxing authority, together with any interest, fine or penalty, or addition thereto, whether disputed or not.

     “ Termination Costs ” has the meaning set forth in Section 10.4(c)(i) .

     “ Third Person Claim ” has the meaning set forth in Section 12.3(b) .

     “ Trademarks ” has the meaning set forth in the definition of “Intellectual Property”.

     “ Train 1 ” has the meaning set forth in Exhibit A (as Exhibit A may be amended pursuant to Section 2.2 ).

     “ Train 2 ” has the meaning set forth in Exhibit A (as Exhibit A may be amended pursuant to Section 2.2 ).

     “ Trains ” means Train 1 and Train 2.

     “ Unit ” means either the Selexol Unit or the CO ₂ Fractionation Unit, as applicable, and “ Units ” means, collectively, the Selexol Unit and the CO ₂ Fractionation Unit.

     “ UOP ” means UOP LLC, a Delaware limited liability company.

     “ UOP Guarantee Agreements ” means, collectively, the Guarantee Agreement, dated April 24, 2008, between UOP and SandRidge Energy, Inc., and the Guarantee Agreement to be entered into by Construction Manager (or its Affiliate) pursuant to Section 2.12(b) with respect to Train 2.

     “ UOP Performance Tests ” means the “Product Test” as such term is defined in each UOP Guarantee Agreement.

     1.2 General Interpretative Principles . For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) The use of the singular form includes the plural, and the use of the plural form includes the singular.

     (b) The use of any gender herein shall be deemed to include the other gender.

     (c) The captions and headings used in this Agreement are inserted for convenience only and do not constitute part of this Agreement and are in no way intended to describe, interpret, define or limit the scope or content of this Agreement or any provision of this Agreement.

     (d) The term “include” or “including” and similar phrases shall mean including without limitation.

     (e) References to “Articles” and “Sections” refer to Articles and Sections of this Agreement.

     (f) Each reference to an “Article” of this Agreement shall include all Sections of such Article. Similarly, each reference to a “Section” shall include all subsections of such Section.

     (g) There terms “hereof”, “herein”, “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Exhibit or any other subdivision of this Agreement.

     (h) References to “this Agreement” (including any Exhibit hereto) or any other agreement or documents shall be construed as a reference to such agreement or document as the same may be amended, modified, supplemented or restated and shall include a reference to any agreement or document which amends, modifies, supplements or restates, or is entered into, made or given pursuant to or in accordance with its terms.

     (i) Reference to any Person shall be construed as a reference to such Person’s successors and permitted assigns.

ARTICLE II
SERVICES; CONSTRUCTION MANAGER’S OBLIGATIONS; COORDINATED ACTIVITIES

     2.1 Services . The Construction Manager shall perform or cause to be performed, and shall manage the coordination of, all work and services required for the design, engineering, procurement, construction, commissioning, startup and testing of the Century Plant Project (collectively, the “ Services ”).

     2.2 Design Plans; Intellectual Property .

     (a)  Exhibit A and Exhibit B attached hereto set forth the current design plans for the Century Plant Project, which plans are still under development and formulation by the Construction Manager. Commencing on the Effective Date, the Construction Manager shall, in consultation with Owner in accordance with this Section 2.2(a) , revise and update Exhibit A and Exhibit B to set forth the final design plans for the Century Plant Project, including the final

technical specifications and construction drawings for the Century Plant Project; provided that the design specifications set forth in Appendix 1 of Exhibit A may not be revised or updated without the Owner’s written consent. During the period of time commencing on the Effective Date and ending on the date the Construction Manager notifies the Owner in writing that the Construction Manager and Owner have completed the hazardous operations review with respect to the design of the Century Plant Project (the “ Design Plan Review Period ”), the Owner shall have the right to consult with the Construction Manager in preparing the design plans for the Century Plant Project and to provide comments to, and suggestions in respect of, such design plans. During the Design Plan Review Period, the Parties shall determine whether the Gas Treating Plant will be air cooled or water cooled in accordance with Section 2.19(b) . If the Construction Manager believes any comments or suggestions made by the Owner in respect of Exhibit A or Exhibit B during the Design Plan Review Period are likely to increase the Construction Manager’s cost of performing the Services and/or delay the achievement of any Target Milestone or Critical Path Milestone, then the Parties shall mutually agree how such increased costs shall be allocated between the Parties and/or the number of days to extend any Target Milestone or Critical Path Milestone; provided that the Construction Manager shall bear any increased costs caused by, and no Target Milestone or Critical Path Milestone shall be extended for, comments or suggestions related to changes that are necessary for the Construction Manager to comply with its obligations under Section 2.3 . Any dispute arising during the Design Plan Review Period, including regarding (i) the completion of the hazardous operations review, (ii) the determination of whether the Gas Treating Plant will be air cooled or water cooled, and (iii) the allocation of increased costs or the extension of any Target Milestone or Critical Path Milestone, shall be resolved pursuant to Section 14.5(b) . The drafts of Exhibit A and Exhibit B agreed upon by the Parties following the end of the Design Plan Review Period shall be the design plans for the Century Plant Project (the “ Design Plans ”).

     (b) After the Design Plan Review Period, the Owner shall have the right to consult with the Construction Manager regarding the Services, and the Owner may request changes to the Design Plans at any time, subject to the Construction Manager obtaining schedule relief and price relief to the extent required in accordance with Section 3.2 or Article IX , as applicable. After the Design Plan Review Period, the Construction Manager may revise the Design Plans at any time, and from time to time, upon notice to the Owner; provided that (i) the Construction Manager may not revise the design specifications set forth in Appendix 1 of Exhibit A without the Owner’s written consent, (ii) the Construction Manager may not revise any part of the Design Plans that were implemented based on comments or suggestions provided to the Construction Manager during the Design Plan Review Period or pursuant to any Change Order issued by the Owner, except to the extent the Construction Manager determines that any such revisions are necessary for it to comply with its obligations under Section 2.3 and the Owner reasonably agrees with such determination, and (iii) the Construction Manager shall not be entitled to any schedule relief or price relief with respect to any such revisions expect in accordance with Section 9.1(e) . Notwithstanding anything to the contrary in this Agreement, no changes may be made to the Design Plans after the Design Plan Review Period without ensuring compliance with the “Management of Change Procedures” set forth in OSHA 1910.119.

     (c) All Intellectual Property (other than Trademarks) created, developed or invented by the Construction Manager in the course of performing the Services that relates to any Unit, Train, Pipeline or Shared Equipment shall be assigned to the Owner in connection with the

transfer of care, custody and control of the applicable Unit, Train, Pipeline or Shared Equipment to the Owner pursuant to Section 5.2 . The Construction Manager shall sublicense to the Owner the right to use any Intellectual Property licensed by the Construction Manager for use in the operation of any Unit, Train, Pipeline or Shared Equipment in connection with the transfer of care, custody and control of the applicable Unit, Train, Pipeline or Shared Equipment to the Owner pursuant to Section 5.2 if and to the extent the Construction Manager has the right to sublicense such Intellectual Property. To the extent the Construction Manager does not have a right to sublicense such Intellectual Property, it shall use commercially reasonable efforts to (i) obtain the right to sublicense, and to sublicense, such Intellectual Property to the Owner or (ii) obtain rights for the Owner to use such Intellectual Property for the Century Plant Project; provided that the cost of acquiring such rights shall be shared equally by the Owner and the Construction Manager.

     2.3 Standards of Performance . The Construction Manager agrees to perform the Services in conformity with Good Industry Practice and in compliance with all Applicable Laws and Applicable Permits and the specifications for the Century Plant Project set forth in Exhibit E , which specifications may be revised by the Parties at any time, and from time to time, upon mutual agreement.

     2.4 Control of Work .

     (a) The Construction Manager will be solely responsible for and have control over the means, methods, techniques, scheduling, sequences and procedures for the performance of the Services.

     (b) The Construction Manager shall at all times be and act as an independent contractor of Owner. This Agreement shall not be deemed to create any agency, employment, partnership, joint venture or fiduciary relationship between the Construction Manager and the Owner, and neither Party shall represent to any Person that such Party is an agent, employee, partner or joint venturer of the other Party.

     (c) Except for the Seconded Manager, Persons utilized by the Construction Manager in the conduct of the Services shall be employees or independent Subcontractors of the Construction Manager. Persons utilized by the Owner in the performance of its obligations or the exercise of its rights under this Agreement (including the Persons imbedded by the Owner pursuant to Section 4.6 ) shall be employees or independent subcontractors of the Owner. Except for the Construction Manager’s rights to direct, supervise and control the Seconded Manager and as set forth in Section 2.10(a) , neither Party shall have the right to direct, supervise or control the employees or subcontractors of the other Party in connection with the performance of its obligations or the exercise of its rights under this Agreement.

     (d) Neither Party (nor any of its subcontractors or representatives) shall have any authority to act on behalf of or in the name of the other Party, to enter into any agreement on behalf of or otherwise bind, commit, or obligate the other Party, or to expend funds on behalf of the other Party.

     (e) Nothing in this Section 2.4 shall impair either Party’s rights or obligations under this Agreement.

     2.5 Subcontracts .

     (a) The Construction Manager may enter into subcontracts (each a “ Subcontract ”) with any Person (each, a “ Subcontractor ”) in order to provide the Services; provided , that:

     (i) the Construction Manager will use commercially reasonable efforts to obtain from all Subcontractors (other than with respect to the Subcontracts set forth in Exhibit F ) terms and conditions (including representations, warranties, guarantees and indemnities) that are customary for projects similar to the Century Plant Project and consistent with Good Industry Practice;

     (ii) the Construction Manager shall ensure that all Subcontracts (including all warranties, guarantees and indemnities in each Subcontract) are either assignable by the Construction Manager to the Owner without the consent of the Subcontractor or, if consent of a Subcontractor is required, that such consent has been or will be obtained prior to the date such assignment is required pursuant to this Agreement; and

     (iii) the Construction Manager will use commercially reasonable efforts to require each Subcontractor (other than with respect to the Subcontracts set forth in Exhibit F ) to (A) obtain, maintain and keep in force, during the time such Subcontractor is engaged in performing services under the applicable Subcontract, adequate insurance coverage consistent with the Construction Manager’s insurance requirements set forth in Exhibit H and (B) include in each such insurance policy (except worker’s compensation policies) a waiver of subrogation in favor of Owner, and the Construction Manager shall, upon Owner’s request, furnish Owner with evidence of such insurance.

     (b) The Construction Manager’s use of Subcontractors in order to perform the Services shall not relieve the Construction Manager from liability for the failure to perform the Services in accordance with the terms of this Agreement. The Construction Manager shall exercise good faith efforts to enforce the terms of all Subcontracts.

     2.6 Permits . The Construction Manager will secure and maintain or cause its Subcontractors to secure and maintain (at all times prior to the transfer of care, custody and control of the applicable Unit, Train, Pipeline or Shared Equipment to the Owner pursuant to Section 5.2 ) all Applicable Permits required for the performance of the Services and the construction of the Century Plant Project. The Construction Manager shall cooperate with the Owner in causing the transfer and assignment of all Applicable Permits required for operation of the Century Plant Project to the Owner contemporaneous with Substantial Completion of the applicable Unit, Train, Pipeline or Shared Equipment. With respect to any Applicable Permit that covers more than one Unit, Train, Pipeline or Shared Equipment:

     (a) If the Applicable Permit relates primarily to construction matters as opposed to operational matters, such Applicable Permit shall continue to be held in the name of the Construction Manager until Substantial Completion of the final Unit, Train or Pipeline covered by such Applicable Permit, and the Construction Manager and the Owner shall (i) use

commercially reasonable efforts to have the Owner’s name added to such Applicable Permit as soon as reasonably practicable following the Substantial Completion of the first Unit, Train, Pipeline or Shared Equipment covered by such Applicable Permit and (ii) enter into such agreements as may be necessary to allow the Owner to operate the covered Unit, Train, Pipeline or Shared Equipment conveyed to the Owner. The Construction Manager shall cooperate with the Owner in causing the transfer and assignment of the Applicable Permit to the Owner contemporaneous with Substantial Completion of the last Unit, Train, Pipeline or Shared Equipment covered by such Applicable Permit.

     (b) If the Applicable Permit does not relate primarily to construction matters as opposed to operational matters, the Construction Manager shall cooperate with the Owner in causing the transfer and assignment of such Applicable Permit to the Owner following the Substantial Completion of the first Unit, Train, Pipeline or Shared Equipment covered by such Applicable Permit, and the Construction Manager and the Owner shall (i) use commercially reasonable efforts to have the Construction Manager’s name remain as an additional party to such Applicable Permit until Substantial Completion of the last Unit, Train, Pipeline or Shared Equipment covered by such Applicable Permit and (ii) enter into such agreements as may be necessary to allow the Construction Manager to provide the Services relating to any covered Unit, Train, Pipeline or Shared Equipment not yet conveyed to the Owner.

     2.7 Progress Reporting . By the fifteenth (15th) day of each calendar month, the Construction Manager will provide to the Owner a monthly written report regarding the status of the Services and the construction of the Century Plant Project in the form attached as Exhibit G or in such other form reasonably acceptable to the Owner.

     2.8 Title and Risk of Loss .

     (a)  Trains, Units, Pipelines, Materials, Supplies, Equipment, Machinery, Spare Parts, and Records . The Construction Manager will cause title to each Train, Unit and Pipeline and all materials, supplies, Equipment, machinery, and spare parts used in connection with the Services and which become, or are intended to become a part of, such Train, Unit or Pipeline and all records in its possession, after using commercially reasonable efforts to obtain all records that it is entitled to receive (including design, construction, inspection, test, and commercial records and all other project files and records), related to such Train, Unit, or Pipeline to vest in the Owner upon the earlier of (i) the date care, custody and control of the applicable Train, Unit or Pipeline transfers to the Owner pursuant to Section 5.2 , or (ii) the date this Agreement is terminated in accordance with its terms (except for any termination pursuant to Section 10.2 as a result of which the Construction Manager elects to pursue the remedy set forth in Section 10.4(c)(ii) ).

     (b) Shared Equipment . The Construction Manager will cause title to all Shared Equipment and all materials, supplies and spare parts used in connection with the Services and which become, or are intended to become a part of, such Shared Equipment and all records in its possession, after using commercially reasonable efforts to obtain all records that it is entitled to receive (including design, construction, inspection, test, and commercial records and all other project files and records), related to such Shared Equipment to vest in the Owner upon the earlier of (i) the date care, custody and control of Train 2 transfers to the Owner pursuant to Section 5.2 ,

or (ii) the date this Agreement is terminated in accordance with its terms (except for any termination pursuant to Section 10.2 as a result of which the Construction Manager elects to pursue the remedy set forth in Section 10.4(c)(ii) ).

     (c)  Pipeline Easements . The Construction Manager will cause all of its right, title and interest in each Pipeline Easement to vest in the Owner upon the earlier of (i) the date care, custody and control of the applicable Pipeline transfers to the Owner pursuant to Section 5.2 , or (ii) the date this Agreement is terminated in accordance with its terms (except for any termination pursuant to Section 10.2 as a result of which the Construction Manager elects to pursue the remedy set forth in Section 10.4(c)(ii) ).

     (d)  Other Easements and Rights of Way . The Construction Manager will cause all of its right, title and interest in all easements and rights-of-way obtained by the Construction Manager pursuant to Section 2.17 (other than the Pipeline Easements) to vest in the Owner upon the earlier of (i) the date care, custody and control of Train 2 transfers to the Owner pursuant to Section 5.2 , or (ii) the date this Agreement is terminated in accordance with its terms (except for any termination pursuant to Section 10.2 as a result of which the Construction Manager elects to pursue the remedy set forth in Section 10.4(c)(ii) ).

     (e)  Risk of Loss . Subject to the terms of this Agreement, the Construction Manager will be responsible for the care, custody, control, operation and maintenance of each Unit, Train, Pipeline, Shared Equipment and any easement or right-of-way obtained by the Construction Manager pursuant to Section 2.17 and bear the risk of loss, destruction or damage thereof arising from any cause whatsoever until the care, custody and control of such Unit, Train, Pipeline, Shared Equipment or easement or right-of-way obtained by the Construction Manager pursuant to Section 2.17 is transferred to the Owner pursuant to Section 5.2 or Section 10.5 . Following such transfer, the Owner will be responsible for the care, custody, control, operation and maintenance of such Unit, Train, Pipeline, Shared Equipment or easement or right-of-way obtained by the Construction Manager pursuant to Section 2.17 , as applicable, and bear the risk of loss, destruction or damage thereof arising from any cause whatsoever.

     2.9 Insurance .

     (a) The Construction Manager will at its sole cost and expense, obtain, maintain and keep in full force and effect during the term of this Agreement insurance in accordance with, and meeting the requirements set forth in Exhibit H .

     (b) There will be no recourse against any additional insured for the payment of premiums or commissions (if such policies provide for the payment thereof) or additional premiums or assessments , it being understood that such are obligations of the named insured providing such insurance pursuant to this Agreement.

     (c) The Construction Manager will provide Owner with any information and/or assistance reasonably requested by the Owner in connection with the Owner’s obtaining, maintaining or keeping in full force and effect the insurance coverage required pursuant to Exhibit I .

     (d) If the Construction Manager fails to obtain and maintain any insurance required to be obtained and maintained by the Construction Manager under Exhibit H , then the Owner may, but will not be obligated to, purchase all or any part of such insurance on behalf of the Construction Manager and in addition to any and all other available remedies, will be entitled to be reimbursed by the Construction Manager promptly upon demand or deduct the amount of such premiums from any amounts payable to the Construction Manager pursuant to Article VIII .

     2.10 Commissioning, Startup, Testing, and Operating Manuals .

     (a) The Construction Manager shall be responsible for, and will direct and supervise, the commissioning, startup and testing of each Unit, Train and Pipeline.

     (b) During the bidding and acquisition process for any Equipment, Construction Manager shall undertake reasonable efforts to obtain lists of spare parts for such Equipment and price quotes for such spare parts from the vendors of such Equipment.

     (c) In consultation with the Owner, the Construction Manager shall acquire, on behalf of the Owner, all necessary chemicals, filters and spare parts (collectively the “ Spares ”) necessary to commission, startup, test and operate the Selexol Unit, each Train and Shared Equipment. The Construction Manager may invoice the Owner for any such Spares no earlier than forty five (45) days prior to the date that payment is due to the applicable supplier or vendor. The Construction Manager shall reimburse the Owner for the cost of any Spares that are used to commission, startup, or test the Selexol Unit or any Train within thirty (30) days after the end of the month in which such Spares are used.

     (d) Not later than six (6) months prior to the projected date of Substantial Completion of each of the Selexol Unit, Train 1, Train 2 and the Pipelines, or with respect to Shared Equipment, the date of Substantial Completion of Train 2, the Construction Manager will provide the Owner with access to all information and materials reasonably required by the Owner for the preparation of the written operating procedures and training manuals for such Selexol Unit, Train 1, Train 2 or Pipeline or Shared Equipment.

     (e) On or before the date of startup of the Selexol Unit or any Train, Pipeline or Shared Equipment, the Owner shall have the right to access all Shared Equipment necessary to operate such Selexol Unit, Train, Pipeline or other Shared Equipment.

     2.11 Owner Personnel .

     (a) Upon request by the Owner, the Construction Manager shall provide suitable office space and facilities for the representatives imbedded by the Owner pursuant to Section 4.6(a) . In addition, the Construction Manager shall provide suitable office space and facilities for (i) the personnel provided by the Owner pursuant to Section 4.6(b) no later than the date on which such personnel are to arrive at the Site, and (ii) the Owner personnel described in Section 4. 7 no later than the date that is three (3) months before the expected date of the commencement of operations of the Selexol Unit.

     (b) The Construction Manager shall provide at least four (4) months written notice to the Owner of the expected date of the commencement of operations on the Selexol Unit.

     2.12 UOP Guaranty; UOP Agreements and Ortloff Agreements .

     (a) The Construction Manager shall use commercially reasonable efforts to amend the guarantee agreement, dated April 24, 2008, between UOP and SandRidge Energy, Inc. (or enter into an additional agreement with UOP) to provide that the guarantees provided by UOP with respect to the Selexol Unit survive for at least one (1) year after the date of startup of Train 1.

     (b) As soon as reasonably practicable after the Effective Date, the Construction Manager (or its Affiliate) shall enter into (i) a guarantee agreement with UOP relating to Train 2 on substantially the same terms as set forth in the guarantee agreement, dated April 24, 2008, between UOP and SandRidge Energy, Inc., and (ii) a process/recovery license technology agreement with Ortloff relating to Train 2 on substantially the same terms as set forth in the Process/Recovery License Technology Agreement, dated May 14, 2008, between Ortloff and SandRidge Energy, Inc (as amended).

     2.13 Intellectual Property Due Diligence . Within thirty (30) days of the Effective Date, the Construction Manager, on behalf of the Construction Manager and the Owner, shall undertake to commission a patent search to cost no more than ten thousand Dollars ($10,000) with respect to the overall process of the Century Plant Project and any other process or method used in Century Plant Project that is identified in writing as potentially new by the Construction Manager or the Owner within ten (10) days after the Effective Date. The foregoing patent search shall be conducted by a mutually agreeable patent search firm, such firm to be agreed upon within twenty (20) days of the Effective Date. The results of the patent search shall be communicated confidentially to the Construction Manager and the Owner, and then submitted for review by independent counsel mutually acceptable to both the Construction Manager and the Owner, who shall report in a privileged communication to the Construction Manager and the Owner regarding the results of the report. Such report by independent counsel shall be pursuant to a common interest privilege and the Construction Manager and the Owner shall enter into a common interest agreement memorializing the foregoing. The Construction Manager and the Owner shall share equally in all costs and attorneys fees of such patent search and the attorneys fees and costs of the independent counsel. Construction Manager shall manage the foregoing process and submit invoices to the Owner for the Owner to pay its respective half of such costs and attorneys fees within thirty days of the receipt of the invoice. To the extent the joint review by the Construction Manager and the Owner indicates a commercially unreasonable risk of infringement resulting from the design or proposed operation of the Century Plant Project, the Owner and the Construction Manager shall meet and confer to reasonably determine the means to avoid or minimize such risk and to mutually agree on any subsequent actions, (e.g., obtain a license, modify the process), if any. The costs of such subsequent actions and any such subsequent actions shall be on an equally shared basis and shall require the mutual agreement of the Construction Manager and the Owner.

     2.14 Site Security . During the period of time commencing on the date the Owner grants the Construction Manager access to the Site pursuant to Section 4.8 and ending on the date of Substantial Completion of Train 2, the Construction Manager will be responsible for the security of the Site and will implement and maintain necessary security procedures consistent with Good Industry Practice.

     2.15 Electricity .

     (a) The Construction Manager shall be responsible for constructing the infrastructure described in Exhibit A necessary for providing electricity to the Century Plant Project.

     (b) The Construction Manager shall be responsible for the cost of all electricity required for the construction and commissioning of the Century Plant Project; provided that if the Parties mutually agree to construct additional infrastructure to obtain electricity for the Century Plant Project pursuant to Section 2.19(c) and such decision increases the cost of the electricity necessary for the construction and commissioning of the Century Plant Project, then the Owner shall pay for forty-three percent (43%) of the amount of such cost increase and the Construction Manager shall pay for fifty-seven percent (57%) of the amount of such cost increase.

     2.16 Water . The Construction Manager shall provide all quantities of water required for the construction and commissioning of the Century Plant Project and in connection with the performance of the Services (including drilling and completing any wells on the Site necessary to provide such quantities of water and construction of any interconnecting piping).

     2.17 Easements . The Construction Manager shall be responsible for obtaining all easements and rights-of-way (including the Pipeline Easements) necessary for the construction of the Century Plant Project or the performance of the Services.

     2.18 Taxes .

     (a) The Construction Manager shall be solely responsible for the ascertainment of, timely filing for, and prompt payment of, any and all Taxes, including sales/use taxes on all materials, equipment, rentals, and services purchased, used or consumed in connection with the construction of the Gas Treating Plant and the Pipelines, the Services, or this Agreement in general but excluding any ad valorem or similar Taxes associated with the acquisition and/or ownership of the Site, which shall e the responsibility of the Owner. The Construction Manager acknowledges that no additional compensation shall be paid by Owner in respect of Taxes that the Construction Manager is obligated to pay. The Owner and the Construction Manager agree to cooperate to minimize the Taxes applicable to this Agreement, including the provision of exemption certificates where applicable.

     (b) Should any applicable law or legal notice of whatever federal, state, local, or other jurisdiction require withholding of Taxes from payments to the Construction Manager, the Owner shall comply with such requirement to withhold and shall remit such withholdings to the proper tax authorities, unless the Construction Manager demonstrates, to the satisfaction of the Owner, exemption from such withholding. The Owner shall deduct such amounts withheld from the payments due to the Construction Manager. The Construction Manager shall complete, sign and return to the Owner any forms regarding withholding or other taxpayer information which the Owner reasonably requests from and/or supplies to the Construction Manager.

     (c) The Construction Manager shall fully release, defend and indemnify the Owner and its Affiliates from and against, and hold each of them harmless from, all claims and losses

resulting from, arising out of or relating to any and all Taxes for which the Construction Manager is obligated.

     2.19 Coordinated Activities .

     (a)  Site . The Construction Manager and the Owner will work together to identify one or more parcels of land on which the Gas Treating Plant will be located, and any and all other parcels of land necessary to provide sufficient water, including process water, (as determined by the Parties) for the Century Plant Project (collectively, the “ Site ”). The Owner, at its option, shall either purchase or lease the Site and shall pay the purchase price or lease payment and all other costs associated with such purchase or lease.

     (b)  Water . During the Design Plan Review Period, the Construction Manager shall drill test wells on the Site (or proposed Site) to determine whether there are sufficient amounts of water on the Site (or proposed Site) to permit the construction, commissioning, startup, testing and operation of the Century Plant Project. The results of such drilling will be evaluated and used by the Parties during the Design Plan Review Period to determine whether the Gas Treating Plant will be air cooled or water cooled.

     (c)  Electricity . The Construction Manager and the Owner will work together to identify sufficient sources of electricity necessary to permit the construction, commissioning, startup, testing, and operation of the Century Plant Project (and each unit, Train, and Pipeline thereof) in compliance with the specifications set forth in Exhibit A . The Parties may mutually agree to construct infrastructure to obtain electricity for the Century Plant Project in addition to the infrastructure described in Section 2.15(a) . The Owner shall pay forty-three percent (43%) of the cost associated with such additional infrastructure and the Construction Manager shall pay for fifty-seven percent (57%) the cost associated with such additional infrastructure.

     (d)  Tax Abatement . The Parties shall cooperate with each other to obtain all tax abatements and other tax relief that may be obtained for the Site. The Owner shall reimburse the Construction Manager for up to two hundred thousand dollars ($200,000) of the Construction Manager’s reasonably documented, actual expenditures incurred in efforts to obtain such tax abatements and other tax relief.

ARTICLE III
CRITICAL PATH MILESTONES

     3.1 Critical Path Milestones . The Construction Manager will perform the Services in accordance with the Target Milestones and the Critical Path Milestones set forth in Exhibit C . The Parties may amend the Target Milestones and/or the Critical Path Milestones at any time, and from time to time, upon mutual agreement.

     3.2 Milestone Delays .

     (a) If at any time during the performance of the Services the Construction Manager expects to be delayed or is delayed by more than thirty (30) days in completing any Target Milestone, then the Construction Manager shall promptly notify the Owner of such anticipated or actual delay (the “ Delay Notice ”); provided , that if the Construction Manage is delayed by more

than thirty (30) days in completing any Target Milestone and fails to deliver a Delay Notice to the Owner, then the Owner may issue a Delay Notice to the Construction Manager. If such delay is caused by (i) an event of Force Majeure, (ii) a Change of Law, (iii) a Change Order, (iv) the failure of the Owner to grant the Construction Manager access to the Site on or before August 20, 2008 or (v) the Owner’s failure to perform any of its obligations under this Agreement (each, an “ Excused Delay ”), then, in each case the date of such Target Milestone and the applicable Critical Path Milestone and any future Target Milestone and Critical Path Milestone shall be extended by the number of days equal to the number of days by which the Construction Manager is delayed in achieving such Target Milestone as a result of such Excused Delay, as determined in good faith by the Parties and the Parties shall promptly cause Exhibit C to be revised to reflect the extended Target Milestone(s) and/or Critical Path Milestone(s); provided , that upon the request of either Party, the Parties shall meet to discuss whether a delay is an Excused Delay or the reasons for or any other aspect of an Excused Delay; provided further, that any dispute between the Parties regarding the number of days to extend such Target Milestone and Critical Path Milestone and any future Target Milestone and Critical Path Milestone shall be resolved in accordance with Section 14.5(b) . If such delay is not caused by an Excused Delay, then within five (5) Business Days following the date of the Delay Notice, the Parties shall meet and discuss in good faith the reasons for such delay. During the period of time from the date of the Delay Notice until the earlier of the date the applicable Target Milestone is achieved and the Critical Path Milestone applicable to such Target Milestone, the Construction Manager shall provide written reports to Owner, and, at the Owner’s request, shall conduct scheduling meetings with the Owner, each as frequently as the Owner may reasonably require, but in no event more frequently than once per week, for the purpose of discussing the status the applicable Target Milestone. Notwithstanding anything to the contrary in this Agreement, the failure of the Construction Manager to achieve any Target Milestone shall not constitute a breach by the Construction Manager under this Agreement.

     (b) If the Construction Manager has not achieved a Target Milestone on or before the Critical Path Milestone for such Target Milestone (except to the extent such failure to achieve a Target Milestone is caused by an Excused Delay), then the Construction Manager shall promptly notify the Owner of such delay in achieving the Critical Path Milestone; provided that if the Construction Manager fails to so notify the Owner, the Owner may notify the Construction Manager of such failure. Within five (5) Business Days following the date of any such notice, the Parties shall meet and discuss in good faith (such meeting, a “ Critical Path Delay Meeting ”) the reasons for such delay and attempt in good faith to agree on an extension of such Critical Path Milestone and any future Critical Path Milestone.

     (c) If, following any Critical Path Delay Meeting, the Parties agree to extend the date of any Critical Path Milestone and/or any Target Milestone, then the Parties shall promptly cause Exhibit C to be revised to reflect such agreement.

     (d) If, following any Critical Path Delay Meeting, the Parties are unable to agree on an extension of the applicable Critical Path Milestone, then the Parties shall consult in good faith to develop and mutually agree to a remedial action plan, and the Construction Manager shall use commercially reasonable efforts to implement the agreed remedial action plan. During the course of implementing any remedial action plan, the Construction Manager shall provide written reports to Owner, and, at the Owner’s request, shall conduct scheduling meetings with

the Owner, each as frequently as the Owner may reasonably require, but in no event more frequently than once per week, for the purpose of discussing the status of the planning and effectiveness of the remedial action plan. The Construction Manager shall also permit the Owner’s representatives imbedded pursuant to Section 4.6(a) to witness, and to participate in, any such remedial action plan. If the Construction Manager is unable or refuses to implement any remedial action plan agreed to by the Parties and such inability or refusal continues for thirty (30) consecutive days following the Owner notifying the Construction Manager in writing of such inability or refusal, then the Parties shall consult in good faith to develop and mutually agree to a revised remedial action plan, and the Construction Manager shall use commercially reasonable efforts to implement the agreed revised remedial action plan. If the Construction Manager is unable or refuses to implement the revised remedial action plan agreed to by the Parties and su