exv10w10



 





Exhibit 10.10




AMENDMENT No. 2




dated as of March 30, 2007




to the SENIOR 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




BANK OF AMERICA SECURITIES LLC,



Sole Lead Arranger and Sole Book Manager




 









 








AMENDMENT NO. 2 TO CREDIT AGREEMENT




     AMENDMENT dated as of March 30, 2007 to the Senior 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 (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.



W I T N E S S E T H:




     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; References. 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. The Credit Agreement is hereby amended as follows:



     (a) The definition of Interest Period in Section 1.01 is amended (i) by adding the words “two
weeks or” immediately before the words “one, two, three or six months thereafter,” and (ii) by
adding the words “of one-month or greater duration” immediately following the words “any Interest
Period” in clause (ii).



     (b) Section 2.02(e) is amended by adding the clause “and no more than two of such Interest
Periods shall be of a duration of two weeks” at the end thereof.



     (c) Section 2.03(a)(ii)(A) is amended by replacing the word “twelve” with the words “twenty
four”.



     (d) The figure “$15,000,000” appearing in Section 7.03(f) is changed to “$25,000,000.”



     (e) Subsection (h) of Section 7.03 is amended to read in its entirety as follows:




     “(h) Indebtedness incurred by Lariat, and Guarantees of the Borrower in
respect of such Indebtedness; provided that the principal amount of
Indebtedness of Lariat guaranteed by the Borrower pursuant to this
subsection (h) or otherwise shall at no time exceed $92,500,000;”



1









 





     (f) The ratio “4.0:1.0” appearing in Section 7.11(b) is replaced by the following “(i) in the
case of the fiscal quarters ending December 31, 2006, March 31, 2007 and June 30, 2007, 4.5:1.0 and
(ii) in the case of any subsequent fiscal quarter, 4.0:1.0.”



     Section 3.     Representations of the Borrower. The Borrower represents and warrants that, after
giving effect to this Amendment, (i) the representations and warranties of the Borrower set forth
in Article V of the Credit Agreement will be true and (ii) no 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.



     Section 6.     Effectiveness. This Amendment shall become effective on the date on which the
Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders
and the Borrower (or, in the case of any party as to which an executed counterpart shall not have
been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex
or other written confirmation from such party of execution of a counterpart hereof by such party).



2









 





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



	 	 	 	 	 
	 	BORROWER









SANDRIDGE ENERGY, INC.

 	 
	 	By:  	/s/ Tom L. Ward
 	 
	 	 	Name:  	Tom L. Ward 	 
	 	 	Title:  	Chairman and Chief
Executive Officer 	 
	 



	 	 	 	 	 
	 	LENDERS



BANK OF AMERICA, N.A., as Lender

 	 
	 	By:  	/s/ Scott A. Mackey
 	 
	 	 	Name:  	Scott A. Mackey 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Whitney Randolph
 	 
	 	 	Name:  	Whitney Randolph 	 
	 	 	Title:  	Investment Banking Officer 	 
	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Don J. McKinnerney
 	 
	 	 	Name:  	Don J. McKinnerney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Nicholas Bell
 	 
	 	 	Name:  	Nicholas Bell 	 
	 	 	Title:  	Director 	 
	 



(Signature Page to Amendment No. 2

to the

Senior Credit Agreement)




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Vanessa Gomez
 	 
	 	 	Name:  	Vanessa Gomez 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                             /s/ James Neira
 	 
	 	 	Name:  	James Neira 	 
	 	 	Title:  	Associate 	 
	 



	 	 	 	 	 
	 	

BANK OF OKLAHOMA, N.A.

 	 
	 	By:  	

/s/ Mike Weatherholt
 	 
	 	 	Name:  	Mike Weatherholt 	 
	 	 	Title:  	Officer 	 
	 



	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Peter L. Sefzik
 	 
	 	 	Name:  	Peter L. Sefzik 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	

/s/  Richard Hawthorne
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	

SUNTRUST BANK

 	 
	 	By:  	



/s/  Yahn Pirio
 	 
	 	 	Name:  	Yahn Pirio 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Lucy Walker
 	 
	 	 	Name:  	Lucy Walker 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to Amendment No. 2

to the

Senior Credit Agreement)




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Mary Lou Allen
 	 
	 	 	Name:  	Mary Lou Allen 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	AMARILLO NATIONAL BANK

 	 
	 	By:  	

/s/  Sha Gearn
 	 
	 	 	Name:  	Sha Gearn 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	



MIDFIRST BANK

 	 
	 	By:  	/s/  James P. Boggs
 	 
	 	 	Name:  	James P. Boggs 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/  Daria M. Mahoney
 	 
	 	 	Name:  	Daria M. Mahoney 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	



WELLS FARGO BANK, NA

 	 
	 	By:  	/s/  Dustin S. Hansen
 	 
	 	 	Name:  	Dustin S. Hansen 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	





BANK OF SCOTLAND

 	 
	 	By:  	

/s/  Karen Weich
 	 
	 	 	Name:  	Karen Weich 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to Amendment No. 2

to the

Senior Credit Agreement)




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/  David Dodd
 	 
	 	 	Name:  	David Dodd 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/  Russell Otts
 	 
	 	 	Name:  	Russell Otts 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	ALLIED IRISH BANKS P.L.C.

 	 
	 	By:  	/s/  David O’Driscoll
 	 
	 	 	Name:  	David O’Driscoll 	 
	 	 	Title:  	Assistant Vice
President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/  Aidan Lanigan
 	 
	 	 	Name:  	Aidan Lanigan 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By:  	/s/  Michele Jones
 	 
	 	 	Name:  	Michele Jones 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/  Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/  Tom Byargeon
 	 
	 	 	Name:  	Tom Byargeon 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/  Michael Willis
 	 
	 	 	Name:  	Michael Willis 	 
	 	 	Title:  	Director 	 
	 



(Signature Page to Amendment No. 2

to the

Senior Credit Agreement)




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



 









 







     Acknowledged by:



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT





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

 	 
	 	By:  	/s/  Suzanne M. Paul
 	 
	 	 	Name:  	Suzanne M. Paul 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to Amendment No. 2

to the

Senior Credit Agreement)