Amendment No. 7 to Senior Credit Facility




 Exhibit 10.7.7 
 Execution Version 
 AMENDMENT NO. 7 

and 
 SCHEDULED DETERMINATION 
 OF THE BORROWING BASE 
 dated as of October 15, 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. 7 AND 
 SCHEDULED DETERMINATION OF THE BORROWING BASE 
 AMENDMENT AND
SCHEDULED DETERMINATION (this “Amendment”) dated as of October 15, 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; 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 definition is hereby added where alphabetically appropriate to read: 
 “Convertible Preferred Stock” means the Borrower’s 8.5% Convertible Perpetual Preferred Stock issued on
January 21, 2009, 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 8.5% Convertible Perpetual Preferred Stock. 
 (b) The definition of “Consolidated EBITDAX” in Section 1.01 of the Credit Agreement is amended by (i) deleting the word
“and” at the end of clause (d) thereof, (ii) by adding the word “and” at the end of clause (e) thereof and (iii) by adding the new clause (f) that reads in its entirety as follows: 
 “cash expenses and restructuring charges (whether cash or non-cash) incurred in connection with the acquisition of any
entity or line of business permitted hereunder, including, solely in connection with the acquisition of Crusader Energy Group Inc., bankruptcy expenses;” 








 (c) Section 7.06(d) of the Credit Agreement is amended by deleting the word
“and” after the end of clause (ii) thereof and inserting the following new clause “(iv)” immediately following clause (iii) 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 Convertible Preferred Stock issued prior to October 1, 2009 in an amount not exceeding $8.50 per share per annum; and” 
 (d) Schedule 3 to the form of Compliance Certificate (Exhibit D of the Credit Agreement) is amended by adding the following line item after
“+ other non-cash expenses”: 
 “+ acquisition-related cash expenses and restructuring charges (cash or
non-cash)” 
 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 $985,350,000 (having previously been reduced from $1,095,000,000 by operation of Section 7.03(n) of the Credit Agreement). 
 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 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 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New
York. 
  

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 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. 
 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 Required Lenders and the Borrower. 
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written. 
 Proposed, Consented to and Accepted by: 
  

			
	ADMINISTRATIVE AGENT
	
	 BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

		
	By:	 	  /s/ Jeffrey H. Rathkamp
		 	Name: Jeffrey H. Rathkamp
		 	Title: Managing Director

  

	
	Approved by:
	
	BORROWER


  

			
	SANDRIDGE ENERGY, INC.
		
	By:	 	  /s/ Dirk M. Van Doren
		 	Name: Dirk M. Van Doren
		 	Title: Chief Financial Officer

  

 Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base










 LENDERS 
  

			
	BANK OF AMERICA, N.A., as Lender
		
	By:	 	  /s/ Jeffrey H. Rathkamp
		 	Name: Jeffrey H. Rathkamp
		 	Title: Managing Director

  

 Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base











			
	ALLIED IRISH BANKS P.L.C.
		
	By:	 	  /s/ Edward M. Fenk
		 	Name: Edward Fenk
		 	Title: Vice President
		
	By:	 	  /s/ James P. Giordano
		 	Name: James Giordano
		 	Title: Assistant Vice President

  

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	 BARCLAYS BANK PLC

		
	By:	 	  /s/ Sam Yoo
		 	Name: Sam Yoo
		 	Title: Assistant Vice President

  

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	THE BANK OF NOVA SCOTIA
		
	By:	 	  /s/ W. Keith Buchanan
		 	Name: W. Keith Buchanan
		 	Title: Managing Director

  

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	BANK OF OKLAHOMA, N.A.
		
	By:	 	 
		 	Name:
		 	Title:

  

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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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	BMO CAPITAL MARKETS FINANCING, INC.
		
	By:	 	  /s/ Gumaro Tijerina
		 	Name: Gumaro Tijerina
		 	Title: Director

  

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	BNP PARIBAS
		
	By:	 	  /s/ Polly Schott
		 	Name: Polly Schott
		 	Title: Director
		
	By:	 	  /s/ Betsy Jocher
		 	Name: Betsy Jocher
		 	Title: Director

  

 Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base











			
	CALYON NEW YORK BRANCH
		
	By:	 	  /s/ Sharada Manne
		 	Name: Sharada Manne
		 	Title: Director
		
	By:	 	  /s/ Mark Roche
		 	Name: Mark Roche
		 	Title: Managing Director

  

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

  

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	COMPASS BANK
		
	By:	 	 
		 	Name:
		 	Title:

  

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	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
		
	By:	 	  /s/ Nupur Kumar
		 	Name: Nupur Kumar
		 	Title: Vice President
		
	By:	 	  /s/ Kevin Buddhdew
		 	Name: Kevin Buddhdew
		 	Title: Associate

  

 Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base











			
	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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	FORTIS CAPITAL CORP.
		
	By:	 	  /s/ Ilene Fowler
		 	Name: Ilene Fowler
		 	Title: Director
	
		
	By:	 	  /s/ Stephen R. Staples
		 	Name: Stephen R. Staples
		 	Title: Director

  

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	GOLDMAN SACHS BANK USA
		
	By:	 	  /s/ Andrew Caditz
		 	Name: Andrew Caditz
		 	Title: Authorized Signatory

  

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	JPMORGAN CHASE BANK, N.A.
		
	By:	 	  /s/ Michael A. Kamauf
		 	Name: Michael A. Kamauf
		 	Title: Vice President

  

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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:	 	 
		 	Name:
		 	Title:

  

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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: Senior Vice President

  

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	STERLING BANK
		
	By:	 	 
		 	Name:
		 	Title:

  

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	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	  /s/ Masakazu Hasegawa
		 	Name: Masakazu Hasegawa
		 	Title: General Manager

  

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	SUN TRUST BANK
		
	By:	 	  /s/ Peter Panos
		 	Name: Peter Panos
		 	Title: Director

  

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	UNION BANK, N.A. (f/k/a Union Bank of California, N.A.)
		
	By:	 	  /s/ Randall Osterberg
		 	Name: Randall Osterberg
		 	Title: Senior Vice President

  

 Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base











			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	  /s/ Bruce E. Hernandez
		 	Name: Bruce E. Hernandez
		 	Title: Vice President

  

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	WELLS FARGO BANK, NA
		
	By:	 	  /s/ Dustin S. Hansen
		 	Name: Dustin S. Hansen
		 	Title: Vice President

  

 Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base