EX-10.7.3 2 dex1073.htm AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT Amendment No. 2 to the Amended and Restated Credit Agreement

Exhibit 10.7.3

EXECUTION VERSION

AMENDMENT NO. 2

dated as of February 23, 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. 2

AMENDMENT (this “Amendment”) dated as of February 23, 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. The Credit Agreement is hereby amended as follows:

(a) The following new defined term is added to Section 1.01 in appropriate alphabetical position:

Royalty Trust” means a statutory or business trust, the trustee of which is a financial institution not affiliated with the Borrower, to which the Borrower or one or more of its Subsidiaries conveys, or intends to convey, royalty interests, net profits interests, or other similar mineral interests in the production of hydrocarbons from properties to which no value was attributed in the then most recent determination of the Borrowing Base, in exchange for units of beneficial interests in the trust and all or part of the cash proceeds of an underwritten public offering or a similar offering under Rule 144A of the trust’s units. For the avoidance of doubt, SandRidge Mississippian Trust I shall constitute a Royalty Trust.

(b) The definition of Consolidated Funded Indebtedness is amended by (x) inserting the phrase “the excess of (i)” immediately following the phrase “on a Consolidated basis,” and (y) adding the following at the end of the existing text:

over (ii) (x) if there are no Loans outstanding on such date of determination, the aggregate cash and Cash Equivalents of the Borrower and its Consolidated Subsidiaries in excess of $10,000,000 and (y) if there are Loans outstanding on such date of determination, zero.


(c) The definition of Consolidated Net Income is amended by inserting the phrase “any Royalty Trust or” immediately following the phrase “(v) the net income (or loss) of”.

(d) The definition of Subsidiary is amended by (x) deleting “nor” immediately preceding clause (iii) of the second sentence thereof and (y) adding “nor (iv) any Royalty Trusts” immediately following said clause (iii).

(e) Section 7.02 is amended by (x) deleting the word “and” at the end of clause (m), (y) changing the period at the end of clause (n) to “; and” and (z) adding the following new clause (o):

(o) Investments in Royalty Trusts.

(f) Section 7.05 is amended by (x) deleting the word “and” at the end of clause (k), (y), changing the period at the end of clause (l) to “; and” and (z) adding the following new clause (m):

(m) Dispositions of assets to Royalty Trusts, and of interests in Royalty Trusts.

(g) Section 7.11(a) is amended to read as follows:

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.5:1.0; provided that, if at the end of any fiscal quarter prior to March 31, 2012, the Senior Secured Leverage Ratio is less than 1.5:1.0, compliance with the foregoing shall not be required at such fiscal quarter end.

(h) Section 7.09 is amended by (x) deleting the word “and” at the end of clause (G), (y), changing the period at the end of clause (H) to “; and” and (z) adding the following new clause (I):

(I) any restriction contained in a Contractual Obligation relating to property, an interest in which has been Disposed of to a Royalty Trust, in accordance with Section 7.05(m).

(i) Section 9.10 is amended by (x) deleting the word “and” at the end of clause (b), (y), changing the period at the end of clause (c) to “; and” and (z) adding the following new clause (d):

(d) and instruct the Administrative Agent to release (and the following shall automatically be released without any further action on the part of any Person): any Lien on any property (an interest in which has been Disposed of to a Royalty Trust) granted to or held by the Administrative Agent under any Loan Document if, and when, a Lien on such property is granted in favor of such Royalty Trust.

 

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Section 3. Fee. On the effective date of this Amendment, the Borrower shall pay to the Administrative Agent for the account of the Lenders that consent to this amendment a fee equal to 0.04% of the Borrowing Base attributable to such Lenders.

Section 4. Representations of the Borrower. The Borrower represents and warrants that, both before and immediately after giving effect to this Amendment pursuant to Section 7 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 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 6. 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 7. 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 Borrower and the Required Lenders.

[Signature Pages Follow]

 

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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:   Chief Financial Officer


BANK OF AMERICA, N.A., as Administrative Agent

By:  

  /s/ Alan Tapley

  Name:   Alan Tapley
  Title:   Assistant Vice President

 

5


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

 

6


BARCLAYS BANK PLC
By:  

  /s/ Allen Huang

  Name:   Allen Huang
  Title:   Assistant Vice President

 

7


ROYAL BANK OF CANADA
By:  

  /s/ Don J. McKinnerney

  Name:   Don J. McKinnerney
  Title:   Authorized Signatory

 

8


THE ROYAL BANK OF SCOTLAND PLC

By:   RBS SECURITIES INC., as Agent
By:  

  /s/ Sandra Aultman

  Name:   Sandra Aultman
  Title:   Director

 

9


UNION BANK N.A.
By:  

  /s/ Josh Patterson

  Name:   Josh Patterson
  Title:   Vice President

 

10


WELLS FARGO BANK, NA
By:  

  /s/ Catherine Stacy

  Name:   Catherine Stacy
  Title:   Assistant Vice President

 

11


THE BANK OF NOVA SCOTIA
By:  

  /s/ John Frazell

  Name:   John Frazell
  Title:   Director

 

12


BNP PARIBAS
By:  

  /s/ Richard Hawthorne

  Name:   Richard Hawthorne
  Title:   Director
By:  

  /s/ Edward Pak

  Name:   Edward Pak
  Title:   Vice President

 

13


CAPITAL ONE BANK, N.A.
By:  

  /s/ Matthew L. Molero

  Name:   Matthew L. Molero
  Title:   Vice President

 

14


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By:  

  /s/ Mark A. Roche

  Name:   Mark A. Roche
  Title:   Managing Director
By:  

  /s/ Sharada Manne

  Name:   Sharada Manne
  Title:   Director

 

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DEUTSCHE BANK TRUST COMPANY AMERICAS

By:  

  /s/ Enrique Landaeta

  Name:   Enrique Landaeta
  Title:   Vice President
By:  

  /s/ Erin Morrissey

  Name:   Erin Morrissey
  Title:   Vice President

 

16


JPMORGAN CHASE BANK, N.A.
By:  

  /s/ Mark E. Olson

  Name:   Mark E. Olson
  Title:   Authorized Officer

 

17


BANK OF SCOTLAND PLC
By:  

  /s/ Julia R. Franklin

  Name:   Julia R. Franklin
  Title:   Assistant Vice President

 

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SUN TRUST BANK
By:  

  /s/ Gregory C. Magnuson

  Name:   Gregory C. Magnuson
  Title:   Vice President

 

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UBS LOAN FINANCE, LLC
By:  

  /s/ Irja R. Otsa

  Name:   Irja R. Otsa
  Title:   Associate Director
    Banking Products Services, US
By:  

  /s/ Mary E. Evans

  Name:   Mary E. Evans
  Title:   Associate Director
    Banking Products Services, US

 

20


COMERICA BANK
By:  

  /s/ John S. Lesikar

  Name:   John S. Lesikar
  Title:   Assistant Vice President

 

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ALLIED IRISH BANKS P.L.C.
By:  

  /s/ Vaughn Buck

  Name:   Vaughn Buck
  Title:   Director
By:  

  /s/ Aidan Lanigan

  Name:   Aidan Lanigan
  Title:   Vice President

 

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COMPASS BANK
By:  

  /s/ Ian Payne

  Name:   Ian Payne
  Title:   Vice President

 

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CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH

By:  

  /s/ Nupur Kumar

  Name:   Nupur Kumar
  Title:   Vice President
By:  

  /s/ Vipul Dhadda

  Name:   Vipul Dhadda
  Title:   Associate

 

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KEYBANK NATIONAL ASSOCIATION
By:  

  /s/ David Morris

  Name:   David Morris
  Title:   Vice President

 

25


BANK OF OKLAHOMA, N.A.
By:  

  /s/ Mike Weatherholt

  Name:   Mike Weatherholt
  Title:   Assistant Vice President

 

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GOLDMAN SACHS BANK USA
By:  

  /s/ Lauren Day

  Name:   Lauren Day
  Title:   Authorized Signatory

 

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MIDFIRST BANK
By:  

  /s/ Steve A. Griffin

  Name:   Steve A. Griffin
  Title:   Senior Vice President

 

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MORGAN STANLEY BANK, N.A.
By:  

  /s/ Frank Jolley

  Name:   Frank Jolley
  Title:   Authorized Signatory

 

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