AMENDMENT NO. 4 dated as of December 22, 2011 to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22, 2010 among SANDRIDGE ENERGY, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and The Other Lenders Party Thereto AMENDMENT NO. 4

EX-10.7.5 2 d268745dex1075.htm AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT AGREEMENT Amendment No. 4 to the Amended and Restated Credit Agreement

Exhibit 10.7.5

EXECUTION COPY

AMENDMENT NO. 4

dated as of December 22, 2011

to the

AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of April 22, 2010

among

SANDRIDGE ENERGY, INC.

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer

and

The Other Lenders Party Thereto


AMENDMENT NO. 4

AMENDMENT NO. 4 (this “Amendment”) dated as of December 22, 2011 under the Amended and Restated Credit Agreement dated as of April 22, 2010 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among SANDRIDGE ENERGY, INC., a Delaware corporation (the “Borrower”), each LENDER from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer.

WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2. Amendments to the Credit Agreement. Section 7.11(a) of the Credit Agreement is hereby amended by changing the date of “March 31, 2012” referred to therein to “March 31, 2013”.

SECTION 3. Representations of the Borrower. The Borrower represents and warrants that, both before and immediately after giving effect to this Amendment pursuant to Section 6 hereof, (i) the representations and warranties set forth in Article 5 of the Credit Agreement will be true and correct in all material respects and (ii) no Default or Event of Default will have occurred and be continuing.

SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 6. Effectiveness. This Amendment shall become effective on and as of the date hereof provided that:


(a) the Administrative Agent shall have received counterparts hereof signed by each of the Borrower and the Required Lenders; and

(b) the Administrative Agent shall have received, with respect to each Lender that shall have delivered a signed counterpart hereof to the Administrative Agent as set forth in clause (a) above at or prior to 5:00 p.m., New York City time, on December 21, 2011, an amendment fee payable by the Borrower for the account of each such Lender in an amount equal to 0.075% of such Lender’s Applicable Percentage of the Borrowing Base in effect on such date.

[Signature Pages Follow]

 

2


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

SANDRIDGE ENERGY, INC.
By:   /s/ James D. Bennett
 

 

  Name: James D. Bennett
  Title: Executive Vice President & CFO


 

BANK OF AMERICA, N.A., as Administrative Agent
By:   /s/ Jeffrey H. Rathkamp
  Name: Jeffrey H. Rathkamp
  Title: Managing Director


BANK OF AMERICA, N.A., as a Lender, Swing     Line Lender and L/C Issuer
By:   /s/ Jeffrey H. Rathkamp
  Name: Jeffrey H. Rathkamp
  Title: Managing Director


 

BARCLAYS BANK PLC
By:   /s/ Sreedhar R. Kona
  Name: Sreedhar R. Kona
  Title: Assistant Vice President


 

ROYAL BANK OF CANADA
By:   /s/ Don J. McKinnerney
  Name: Don J. McKinnerney
  Title: Authorized Signatory


 

THE ROYAL BANK OF SCOTLAND PLC
By:   /s/ Sanjay Remond
  Name: Sanjay Remond
  Title: Authorized Signatory


 

UNION BANK N.A.
By:   /s/ Whitney Randolph
  Name: Whitney Randolph
  Title: Vice President


 

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:   /s/ Catherine Stacy
  Name: Catherine Stacy
  Title: Vice President


 

THE BANK OF NOVA SCOTIA
By:   /s/ Mark Sparrow
  Name: Mark Sparrow
  Title: Director


 

BNP PARIBAS
By:   /s/ Betsy Jocher
  Name: Betsy Jocher
  Title: Director

 

By:   /s/ Edward Pak
  Name: Edward Pak
  Title: Director


 

CAPITAL ONE BANK, N.A.
By:   /s/ Michael Higgins
  Name: Michael Higgins
  Title: Vice President


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:   /s/ Sharada Manne
  Name: Sharada Manne
  Title: Director

 

By:   /s/ Page Dillehunt
  Name: Page Dillehunt
  Title: Managing Director


DEUTSCHE BANK TRUST COMPANY AMERICAS
By:   /s/ Erin Morrissey
  Name: Erin Morrissey
  Title: Director

 

By:   /s/ Evelyn Thierry
  Name: Evelyn Thierry
  Title: Director


 

JPMORGAN CHASE BANK, N.A.
By:   /s/ Mark E. Olson
  Name: Mark E. Olson
  Title: Authorized Officer


 

BANK OF SCOTLAND PLC
By:   /s/ Julia R. Franklin
  Name: Julia R. Franklin
  Title: Vice President


 

SUNTRUST BANK
By:   /s/ Gregory C. Magnuson
  Name: Gregory C. Magnuson
  Title: Vice President


 

UBS LOAN FINANCE, LLC
By:   /s/ Mary E. Evans
  Name: Mary E. Evans
  Title: Associate Director
By:   /s/ Joselin Fernandes
  Name: Joselin Fernandes
  Title: Associate Director


 

COMERICA BANK
By:   /s/ John S. Lesikar
  Name: John S. Lesikar
  Title: Assistant Vice President


 

CITIBANK, N.A.
By:   /s/ Phil Ballard
  Name: Phil Ballard
  Title: Vice President


 

COMPASS BANK
By:   /s/ Ian Payne
  Name: Ian Payne
  Title: Vice President


 

CREDIT SUISSE, CAYMAN ISLAND BRANCH
By:   /s/ Nupur Kumar
  Name: Nupur Kumar
  Title: Vice President

 

By:   /s/ Michael Spaight
  Name: Michael Spaight
  Title: Associate


 

KEYBANK NATIONAL ASSOCIATION
By:   /s/ David Morris
  Name: David Morris
  Title: Vice President


 

BOKF, N.A. dba Bank of Oklahoma
By:   /s/ Michael Weatherholt
  Name: Michael Weatherholt
  Title: Vice President


 

BANK OF MONTREAL
By:   /s/ Kevin Utsey
  Name: Kevin Utsey
  Title: Director


 

GOLDMAN SACHS BANK USA
By:   /s/ Ashwin Ramakrishna
  Name: Ashwin Ramakrishna
  Title: Authorized Signatory


 

MIDFIRST BANK
By:   /s/ Steve A. Griffin
  Name: Steve A. Griffin
  Title: Senior Vice President


 

MORGAN STANLEY BANK, N.A.
By:   /s/ Scott Taylor
  Name: Scott Taylor
  Title: Authorized Signatory