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



  
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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/ Allen Huang

		 	Name:	 	Allen Huang
		 	Title:	 	Assistant Vice President



  
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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:	 	RBS SECURITIES INC., as Agent
		
	By:	 	   /s/ Sandra Aultman

		 	Name:	 	Sandra Aultman
		 	Title:	 	Director



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

		 	Name:	 	Josh 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/ Matthew L. Molero

		 	Name:	 	Matthew L. Molero
		 	Title:	 	Vice President



  
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	 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



  
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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/ 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



  
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	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



  
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	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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