Amendment No. 8 to the Credit Agreement



 Exhibit 10.2 
 Conformed Copy 
 AMENDMENT NO. 8 
 dated as of December 14, 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. 8 
 AMENDMENT (this “Amendment”) dated as of December 14, 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; 
 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 definitions are hereby added where alphabetically appropriate to read: 
 “6% Convertible Preferred Stock” means the Borrower’s 6% Convertible Perpetual Preferred Stock
to be issued on or about the date of the closing of the Permian Basin Acquisition, 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 6% Convertible Perpetual
Preferred Stock. 
 “Permian Basin Acquisition” means the purchase of Oil and Gas
Properties in the Permian Basin of Texas and New Mexico from Forest Oil Corporation and Forest Oil Permian Corporation by SandRidge Exploration and Production, LLC, a wholly-owned Subsidiary of the Borrower, pursuant to the Agreement for Purchase
And Sale of Assets, dated as of November 25, 2009. 
 (b) Clause (g) of the definition “Indebtedness”
is amended by inserting the following immediately after “Preferred Stock”: 
 “, the Convertible
Preferred Stock and the 6% Convertible Preferred Stock” 







 (c) The definition of “Consolidated Leverage Ratio” is amended by inserting
the following immediately prior to the period at the end thereof: 
 “; provided, further,
that for purposes of determining the Consolidated Leverage Ratio as of December 31, 2009, if the closing of the Permian Basin Acquisition has not occurred on or prior to such date, the amount referred to in clause (a) shall be calculated
net of the total aggregate amount of cash and Cash Equivalents reflected on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date” 
 (d) Section 7.06(d) of the Credit Agreement is amended by deleting the word “and” after the end of clause (iii) thereof and inserting the following new clause “(v)”
immediately following clause (iv) 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 6% Convertible Preferred Stock in an amount not exceeding $6.00 per share per annum; and” 
 SECTION 3. Representations of the Borrower. The Borrower represents and warrants that, both before and immediately
after giving effect to this Amendment pursuant to Section 6 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 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. 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 6.
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] 
  

 2 








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

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

		
	By:	 	/s/ Sandra M. Serie
		 	Title: Vice President

  

					
	BORROWER
	
	SANDRIDGE ENERGY, INC.
		
	By:	 	/s/ Dirk M. Van Doren
		 	 Title:
	 	 Executive Vice President and
 Chief Financial Officer



  

 Signature Page to Amendment No. 8 









			
	LENDERS
	
	BANK OF AMERICA, N.A., as Lender
		
	By:	 	/s/ Sandra M. Serie
		 	 Title: Vice President



  

 Signature Page to Amendment No. 8 









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

		
	By:	 	/s/ James Giordano
		 	 Title: Assistant Vice President



  

 Signature Page to Amendment No. 8 









			
	BARCLAYS BANK PLC
		
	By:	 	/s/ Sam Yoo
		 	 Title: Asst. Vice President



  

 Signature Page to Amendment No. 8 









			
	THE BANK OF NOVA SCOTIA
		
	By:	 	/s/ David G. Mills
		 	 Title: Managing Director



  

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	BANK OF OKLAHOMA, N.A.
		
	By:	 	/s/ Mike Weatherholt
		 	 Title: Assistant Vice President



  

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	BMO CAPITAL MARKETS FINANCING, INC.
		
	By:	 	/s/ James V. Ducote
		 	 Title: Director



  

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	BNP PARIBAS
		
	By:	 	/s/ Polly Schott
		 	 Title: Director

		
	By:	 	/s/ Betsy Jocher
		 	 Title: Director



  

 Signature Page to Amendment No. 8 









			
	CALYON NEW YORK BRANCH
		
	By:	 	/s/ Mark A. Roche
		 	 Title: Managing Director

		
	By:	 	/s/ Sharada Manne
		 	 Title: Director



  

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	COMERICA BANK
		
	By:	 	/s/ V. Mark Fuqua
		 	 Title: Senior Vice President



  

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	COMPASS BANK
		
	By:	 	/s/ Kathleen J. Bowen
		 	 Title: Senior Vice President



  

 Signature Page to Amendment No. 8 









			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
		
	By:	 	/s/ Nupur Kumar
		 	 Title: Vice President

		
	By:	 	/s/ Kevin Buddhdew
		 	 Title: Associate



  

 Signature Page to Amendment No. 8 









			
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	/s/ Erin Morrissey
		 	 Title: Vice President

		
	By:	 	/s/ Enrique Landaeta
		 	 Title: Vice President



  

 Signature Page to Amendment No. 8 









			
	FORTIS CAPITAL CORP.
		
	By:	 	/s/ Michaela Braun
		 	 Title: Vice President

		
	By:	 	/s/ Chad Clark
		 	 Title: Director



  

 Signature Page to Amendment No. 8 









			
	GOLDMAN SACHS BANK USA
		
	By:	 	/s/ John Makrinos
		 	 Title: Authorized Signatory



  

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	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Mark E. Olsen
		 	 Title: Vice President



  

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	MIDFIRST BANK
		
	By:	 	/s/ Shawn D. Brewer
		 	 Title: Vice President



  

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	MORGAN STANLEY BANK, N.A.
		
	By:	 	/s/ Ryan Vetsch
		 	 Title: Authorized Signatory



  

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



  

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	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	/s/ David Slye
		 	 Title: Senior Vice President



  

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	SUN TRUST BANK
		
	By:	 	/s/ Yann Pirio
		 	 Title: Director



  

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	UNION BANK, N.A. (f/k/a Union Bank of California, N.A.)
		
	By:	 	/s/ Whitney Randolph
		 	 Title: Union Bank



  

 Signature Page to Amendment No. 8 









			
	WELLS FARGO BANK, NA
		
	By:	 	/s/ Catherine Stacy
		 	 Title: Assistant Vice President



  

 Signature Page to Amendment No. 8