AMENDMENT NO. 8
Exhibit 10.2
Conformed Copy
AMENDMENT NO. 8
dated as of December 14, 2009
to the CREDIT AGREEMENT
dated as of November 21, 2006
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
BANC OF AMERICA SECURITIES LLC,
Sole Lead Arranger and Sole Book Manager
AMENDMENT NO. 8
AMENDMENT (this Amendment) dated as of December 14, 2009 under the Credit Agreement dated as of November 21, 2006 (as amended, restated, supplemented, or otherwise modified from time to time, the Credit Agreement) among SANDRIDGE ENERGY, INC., a Delaware corporation (f/k/a Riata Energy, Inc.) (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. The Credit Agreement is hereby amended as follows:
(a) The following definitions are hereby added where alphabetically appropriate to read:
6% Convertible Preferred Stock means the Borrowers 6% Convertible Perpetual Preferred Stock to be issued on or about the date of the closing of the Permian Basin Acquisition, par value $0.001 per share, liquidation preference of $100 per share and with the terms set forth in the Certificate of Designation of the 6% Convertible Perpetual Preferred Stock.
Permian Basin Acquisition means the purchase of Oil and Gas Properties in the Permian Basin of Texas and New Mexico from Forest Oil Corporation and Forest Oil Permian Corporation by SandRidge Exploration and Production, LLC, a wholly-owned Subsidiary of the Borrower, pursuant to the Agreement for Purchase And Sale of Assets, dated as of November 25, 2009.
(b) Clause (g) of the definition Indebtedness is amended by inserting the following immediately after Preferred Stock:
, the Convertible Preferred Stock and the 6% Convertible Preferred Stock
(c) The definition of Consolidated Leverage Ratio is amended by inserting the following immediately prior to the period at the end thereof:
; provided, further, that for purposes of determining the Consolidated Leverage Ratio as of December 31, 2009, if the closing of the Permian Basin Acquisition has not occurred on or prior to such date, the amount referred to in clause (a) shall be calculated net of the total aggregate amount of cash and Cash Equivalents reflected on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date
(d) Section 7.06(d) of the Credit Agreement is amended by deleting the word and after the end of clause (iii) thereof and inserting the following new clause (v) immediately following clause (iv) thereof:
so long as no Default, Event of Default or Borrowing Base Deficiency exists at the time of such payment, the Borrower may pay regular semi-annual cash dividends on shares of its 6% Convertible Preferred Stock in an amount not exceeding $6.00 per share per annum; and
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 V of the Credit Agreement will be true and correct 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 the Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders and the Borrower.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
ADMINISTRATIVE AGENT | ||
BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender | ||
By: | /s/ Sandra M. Serie | |
Title: Vice President |
BORROWER | ||||
SANDRIDGE ENERGY, INC. | ||||
By: | /s/ Dirk M. Van Doren | |||
Title: | Executive Vice President and Chief Financial Officer |
Signature Page to Amendment No. 8
LENDERS | ||
BANK OF AMERICA, N.A., as Lender | ||
By: | /s/ Sandra M. Serie | |
Title: Vice President |
Signature Page to Amendment No. 8
ALLIED IRISH BANKS P.L.C. | ||
By: | /s/ Edward M. Fenk | |
Title: Vice President | ||
By: | /s/ James Giordano | |
Title: Assistant Vice President |
Signature Page to Amendment No. 8
BARCLAYS BANK PLC | ||
By: | /s/ Sam Yoo | |
Title: Asst. Vice President |
Signature Page to Amendment No. 8
THE BANK OF NOVA SCOTIA | ||
By: | /s/ David G. Mills | |
Title: Managing Director |
Signature Page to Amendment No. 8
BANK OF OKLAHOMA, N.A. | ||
By: | /s/ Mike Weatherholt | |
Title: Assistant Vice President |
Signature Page to Amendment No. 8
BMO CAPITAL MARKETS FINANCING, INC. | ||
By: | /s/ James V. Ducote | |
Title: Director |
Signature Page to Amendment No. 8
BNP PARIBAS | ||
By: | /s/ Polly Schott | |
Title: Director | ||
By: | /s/ Betsy Jocher | |
Title: Director |
Signature Page to Amendment No. 8
CALYON NEW YORK BRANCH | ||
By: | /s/ Mark A. Roche | |
Title: Managing Director | ||
By: | /s/ Sharada Manne | |
Title: Director |
Signature Page to Amendment No. 8
COMERICA BANK | ||
By: | /s/ V. Mark Fuqua | |
Title: Senior Vice President |
Signature Page to Amendment No. 8
COMPASS BANK | ||
By: | /s/ Kathleen J. Bowen | |
Title: Senior Vice President |
Signature Page to Amendment No. 8
CREDIT SUISSE, CAYMAN ISLANDS BRANCH | ||
By: | /s/ Nupur Kumar | |
Title: Vice President | ||
By: | /s/ Kevin Buddhdew | |
Title: Associate |
Signature Page to Amendment No. 8
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
By: | /s/ Erin Morrissey | |
Title: Vice President | ||
By: | /s/ Enrique Landaeta | |
Title: Vice President |
Signature Page to Amendment No. 8
FORTIS CAPITAL CORP. | ||
By: | /s/ Michaela Braun | |
Title: Vice President | ||
By: | /s/ Chad Clark | |
Title: Director |
Signature Page to Amendment No. 8
GOLDMAN SACHS BANK USA | ||
By: | /s/ John Makrinos | |
Title: Authorized Signatory |
Signature Page to Amendment No. 8
JPMORGAN CHASE BANK, N.A. | ||
By: | /s/ Mark E. Olsen | |
Title: Vice President |
Signature Page to Amendment No. 8
MIDFIRST BANK | ||
By: | /s/ Shawn D. Brewer | |
Title: Vice President |
Signature Page to Amendment No. 8
MORGAN STANLEY BANK, N.A. | ||
By: | /s/ Ryan Vetsch | |
Title: Authorized Signatory |
Signature Page to Amendment No. 8
ROYAL BANK OF CANADA | ||
By: | /s/ Don J. McKinnerney | |
Title: Authorized Signatory |
Signature Page to Amendment No. 8
THE ROYAL BANK OF SCOTLAND PLC | ||
By: | /s/ David Slye | |
Title: Senior Vice President |
Signature Page to Amendment No. 8
SUN TRUST BANK | ||
By: | /s/ Yann Pirio | |
Title: Director |
Signature Page to Amendment No. 8
UNION BANK, N.A. (f/k/a Union Bank of California, N.A.) | ||
By: | /s/ Whitney Randolph | |
Title: Union Bank |
Signature Page to Amendment No. 8
WELLS FARGO BANK, NA | ||
By: | /s/ Catherine Stacy | |
Title: Assistant Vice President |
Signature Page to Amendment No. 8