Amend. No. 1 and Scheduled Determination of the Borrowing Base to Credit Agrmt.



  
 Exhibit 10.1

 AMENDMENT NO. 1 
 and 
 SCHEDULED DETERMINATION 

OF THE BORROWING BASE 
 dated as of October 22, 2010 
 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. 1 AND

 SCHEDULED DETERMINATION OF THE BORROWING BASE 
 AMENDMENT AND SCHEDULED DETERMINATION (this “Amendment”) dated as of October 22, 2010 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; and 

WHEREAS, the Administrative Agent proposes to continue the current Borrowing Base amount in accordance with the Scheduled Determination
procedure set forth in Section 2.05 of the Credit Agreement; 
 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 terms are added to Section 1.01 in appropriate alphabetical position: 

“Amendment No. 1 Properties” means Oil and Gas Properties owned by the Loan Parties on the effective
date of Amendment No. 1 to this Agreement in the Wolfberry trend in the Midland Basin and the Bone Springs and Maljamar trends in the Delaware Basin. 
 “Senior Secured Leverage Ratio” means, as of any date of determination, the Consolidated Leverage Ratio as of such date, adjusted to exclude from the numerator (i) any Indebtedness
of any Person that is not a Loan Party and (ii) any unsecured Indebtedness of any Loan Party. For avoidance of doubt, Indebtedness of a Person other than a Loan Party which is Guaranteed by a Loan Party is included in such numerator if, and
only if, such Guarantee is secured by a Lien on assets of a Loan Party. 







  
 (b) The definition of
Consolidated Net Income is amended (x) by substituting a comma for the word “and” at the end of clause (iii) of the proviso thereto, (y) adding “and” at the end of clause (iv) of said proviso and
(z) adding the following clause (v) to said proviso: 
 (v) the net income (or loss) of any person
accounted for on the equity method, except to the extent of cash distributions received by the Borrower or a Consolidated Subsidiary for such period. 
 (c) The definition of Engineered Oil and Gas Property is restated in its entirety to read as follows: 
 “Engineered Oil and Gas Property” means any Oil and Gas Property listed in the most recent Engineering Report other than any Oil and Gas Property (i) to which no value has been attributed
by the Administrative Agent in the most recent determination of the Borrowing Base or (ii) that has been Disposed of as part of or in connection with any Disposition to a Person other than a Loan Party that is permitted hereunder or under any
other Loan Document. 
 (d) Section 2.06(b)(ii) is amended (x) by changing the figure “7.5%” to
“10.0%” and (y) by adding the following proviso thereto: 
 ; provided that no such reduction in the
Borrowing Base shall be effected in connection with a Disposition of any of the Amendment No. 1 Properties. 
 (e)
Section 7.02 (h) is amended by the addition of the following parenthetical phrase at the end thereof: 
 (exclusive of
the value of Oil and Gas Properties contributed as contemplated by Section 7.05(l)). 
 (f) Section 7.05(g) is amended
by adding the words “or Amendment No. 1 Properties” at the end of clause (x) of the proviso to clause (iii). 
 (g) Section 7.05(k) is amended by adding “, (h)” after “(g)”. 
 (h) Section 7.05 is further amended by (x) deleting the word “and” at the end of clause (j), (y) changing the period at the end of clause (k) to “; and” and
(z) adding the following new clause (l): 
 (l) Dispositions of Oil and Gas Properties to joint ventures
pursuant to Section 7.02(h); provided that no value was attributed to such Oil and Gas Properties in the then most recent determination of the Borrowing Base. 

  
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 (i)
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. 
 (j)
Section 7.11 is further amended by the addition of the following new subsection (c): 
 (c) Senior
Secured Leverage Ratio. Permit the Senior Secured Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 2.0:1.0. 
 Section 3. Proposal to Continue the Current Borrowing Base. Based on the Engineering Report and other information concerning the businesses and properties of the Borrower and its
Subsidiaries (including their Oil and Gas Properties and the reserves and production relating thereto) received pursuant to Sections 2.05(b)(i) and 6.01(d) of the Credit Agreement by the Administrative Agent from the Borrower, the Administrative
Agent, pursuant to Sections 2.05(b)(i) and 2.05(b)(iii) of the Credit Agreement, hereby proposes to the Lenders for their approval to continue the current amount of the Borrowing Base, which is $850,000,000. 

Section 4. Approval by Lenders. In accordance with Section 2.05(b)(iii) of the Credit Agreement, the
undersigned Lenders hereby approve the continuation of the current amount of the Borrowing Base as proposed by the Administrative Agent under Section 3 above. 
 Section 5. Representations of the Borrower. The Borrower represents and warrants that, both before and immediately after giving effect to this Amendment pursuant to
Section 8 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 6. Governing Law. This Amendment shall be governed by and construed in accordance with the
laws of the State of New York. 
 Section 7. 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. 

  
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Section 8. 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 (i) with respect to Section 2, the Required Lenders and (ii) with respect to Section 4, the Super-Majority 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/ Dirk M. Van Doren

		 	Name:	 	Dirk M. Van Doren
		 	Title:	 	Chief Financial Officer



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

		
	By:	 	 /s/ Maurice Washington

		 	Name:	 	Maurice Washington
		 	Title:	 	Vice President



  
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	 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



  
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	BARCLAYS BANK PLC
		
	By:	 	 /s/ Ann E. Sutton

		 	Name:	 	Ann E. Sutton
		 	Title:	 	Director



  
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	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Don J. McKinnerney

		 	Name:	 	Don J. McKinnerney
		 	Title:	 	Authorized Signatory



  
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	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 /s/ David Slye

		 	Name:	 	David Slye
		 	Title:	 	Director



  
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	UNION BANK N.A.
		
	By:	 	 /s/ Joshua Patterson

		 	Name:	 	Joshua Patterson
		 	Title:	 	Vice President



  
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	WELLS FARGO BANK, NA
		
	By:	 	 /s/ Catherine Stacy

		 	Name:	 	Catherine Stacy
		 	Title:	 	Assistant Vice President



  
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	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ John Frazell

		 	Name:	 	John Frazell
		 	Title:	 	Director



  
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	BNP PARIBAS
		
	By:	 	 /s/ Richard Hawthorne

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

		 	Name:	 	Edward Pak
		 	Title:	 	Vice President



  
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	CAPITAL ONE BANK, N.A.
		
	By:	 	 /s/ Scott Joyce

		 	Name:	 	Scott Joyce
		 	Title:	 	Senior Vice President



  
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	 CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

		
	By:	 	 /s/ Sharada Manne

		 	Name:	 	Sharada Manne
		 	Title:	 	Director
		
	By:	 	 /s/ Tom Byargeon

		 	Name:	 	Tom Byargeon
		 	Title:	 	Managing Director



  
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	 DEUTSCHE BANK TRUST COMPANY AMERICAS

		
	By:	 	 /s/ Marcus M. Tarkington

		 	Name:	 	Marcus M. Tarkington
		 	Title:	 	Director
		
	By:	 	 /s/ Enrique Landaeta

		 	Name:	 	Enrique Landaeta
		 	Title:	 	Vice President



  
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	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Mark E. Olson

		 	Name:	 	Mark E. Olson
		 	Title:	 	Authorized Officer



  
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	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/ Mary E. Evans

		 	Name:	 	Mary E. Evans
		 	Title:	 	Associate Director
		
	By:	 	 /s/ Irja R. Otsa

		 	Name:	 	Irja R. Otsa
		 	Title:	 	Associate Director



  
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	COMERICA BANK
		
	By:	 	 /s/ Dustin Hansen

		 	Name:	 	Dustin Hansen
		 	Title:	 	Senior Vice President



  
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	ALLIED IRISH BANKS P.L.C.
		
	By:	 	 /s/ Mark Connelly

		 	Name:	 	Mark Connelly
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edward Fenk

		 	Name:	 	Edward Fenk
		 	Title:	 	Vice President



  
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	COMPASS BANK
		
	By:	 	 /s/ Kathleen J. Bowen

		 	Name:	 	Kathleen J. Bowen
		 	Title:	 	Senior Vice President



  
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	 CREDIT SUISSE AG, Cayman Islands Branch (f/k/a/ CREDIT SUISSE, 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 M. Morris

		 	Name:	 	David M. Morris
		 	Title:	 	Vice President



  
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	BANK OF OKLAHOMA, N.A.
		
	By:	 	 /s/ Mike Weatherholt

		 	Name:	 	Mike Weatherholt
		 	Title:	 	Assistant Vice President



  
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	BANK OF MONTREAL
		
	By:	 	 /s/ Gumaro Tijerina

		 	Name:	 	Gumaro Tijerina
		 	Title:	 	Director



  
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	 SUMITOMO MITSUI BANKING CORPORATION

		
	By:	 	 /s/ Masakazu Hasegawa

		 	Name:	 	Masakazu Hasegawa
		 	Title:	 	General Manager



  
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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/ Shawn D. Brewer

		 	Name:	 	Shawn D. Brewer
		 	Title:	 	Vice President



  
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	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Scott Taylor

		 	Name:	 	Scott Taylor
		 	Title:	 	Authorized Signatory



  
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