exv10w7w5






Exhibit 10.7.5




AMENDMENT NO. 5




and




SCHEDULED DETERMINATION

OF THE BORROWING BASE




dated as of September 18, 2008




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. 5 AND

SCHEDULED DETERMINATION OF THE BORROWING BASE




     AMENDMENT AND SCHEDULED DETERMINATION (this “Amendment”) dated as of September 18, 2008 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) Section 1.01 of the Credit Agreement is amended by adding, in appropriate alphabetical
order, the following defined term:




     “East Texas and North Louisiana Assets” means Oil and Gas Properties of the
Borrower and/or its Subsidiaries located in (a) Bossier Parish in the State of Louisiana
and (b) Rusk, Gregg, and Harrison Counties in the State of Texas.”



     (b) Section 7.03(b) of the Credit Agreement is amended by deleting clause “(b)” in its
entirety and by substituting in lieu thereof the new clause “(b)” to read in its entirety as
follows:




     “(b) [INTENTIONALLY OMITTED]”



 









 





     (c) Section 7.03(n) of the Credit Agreement is amended by deleting clause “(n)” in its
entirety and by substituting in lieu thereof the new clause “(n)” to read in its entirety as
follows:




     “(n) other unsecured Indebtedness not permitted by the previous clauses; provided
that (A) at the time of incurring such Indebtedness (x) no Default has occurred and is
then continuing and (y) no Default would result from the incurrence of such Indebtedness
after giving effect to the incurrence of such Indebtedness (and any concurrent repayment
of Indebtedness with the proceeds of such incurrence), (B) such Indebtedness does not
mature and requires no scheduled amortization prior to the 6th anniversary of
the Closing Date, (C) the terms of such Indebtedness are not materially more onerous,
taken as a whole, than the terms of this Agreement and the other Loan Documents and (D)
such Indebtedness and any guarantees thereof are otherwise on market terms and conditions
for similarly situated companies; and provided further that during any period that any
Indebtedness is issued and outstanding on reliance on this subsection (n), the Borrowing
Base shall automatically be reduced by 30% of the principal amount of such Indebtedness.”



     (d) Section 7.04 of the Credit Agreement is amended by deleting clauses “(a)” and “(b)” in
their entirety and by substituting in lieu thereof the new clauses “(a)” and “(b)” to read in their
entirety as follows:




     “(a) any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more other
Subsidiaries, provided that when any wholly-owned Subsidiary is merging with
another Subsidiary, the continuing or surviving Person shall be a wholly-owned Subsidiary
and provided further that when any Guarantor is merging with another Subsidiary,
the continuing or surviving Person shall be a Guarantor;




     (b) any Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or to another Subsidiary (and
thereafter dissolve, liquidate or wind-up its affairs); provided that if the
transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must
either be the Borrower or a wholly-owned Subsidiary; and provided further that if
the transferor in such a transaction is a Guarantor, then the transferee must either be
the Borrower or a Guarantor;”



     (e) Section 7.05(g) of the Credit Agreement is amended by (i) inserting before the word
“Dispositions” contained in the first line thereof the number “(1)” and (ii) by inserting the
following proviso at the end of clause (iii) of the proviso contained therein:



2









 






     “; provided that this clause (iii) shall not apply to Dispositions of East
Texas and North Louisiana Assets”



     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 $1,095,000,000.



     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 in whole or in part 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 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.



     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]




3









 





     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/ Charles W. Patterson	 	 
	 

	 	 

Name: Charles W. Patterson
	 	 
	 

	 	Title: Managing Director	 	 






	 	 	 	 	 
	 	Approved by:



BORROWER



SANDRIDGE ENERGY, INC.

 	 
	 	By:  	/s/ Dirk M. Van Doren
 	 
	 	 	Name:  	Dirk M. Van Doren 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	LENDERS



BANK OF AMERICA, N.A., as Lender

 	 
	 	By:  	/s/ Charles W. Patterson
 	 
	 	 	Name:  	Charles W. Patterson 	 
	 	 	Title:  	Managing Director 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Whitney Randolph
 	 
	 	 	Name:  	Whitney Randolph 	 
	 	 	Title:  	Assistant Vice President 	 
	 



 









 






	 	 	 	 	 
	 	ROYAL BANK OF CANADA

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

 	 
	 	By:  	/s/ Joseph Gyurindak
 	 
	 	 	Name:  	Joseph Gyurindak 	 
	 	 	Title:  	Director 	 
	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Vanessa Gomez
 	 
	 	 	Name:  	Vanessa Gomez 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Associate 	 
	 
	 	BANK OF OKLAHOMA, N.A.

 	 
	 	By:  	/s/ Mike Weatherholt
 	 
	 	 	Name:  	Mike Weatherholt 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Rebecca L. Wilson
 	 
	 	 	Name:  	Rebecca L. Wilson 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Andrew Ostrov
 	 
	 	 	Name:  	Andrew Ostrov 	 
	 	 	Title:  	Director 	 
	 
	 	SUN TRUST BANK

 	 
	 	By:  	/s/ Yann Pirio
 	 
	 	 	Name:  	Yann Pirio 	 
	 	 	Title:  	Director 	 
	 
	 	THE ROYAL BANK OF SCOTLAND
PLC

 	 
	 	By:  	/s/ Robert L. Roberts
 	 
	 	 	Name:  	Robert L. Roberts 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Gumaro Tijerina
 	 
	 	 	Name:  	Gumaro Tijerina 	 
	 	 	Title:  	Vice President 	 
	 
	 	MIDFIRST BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Daria Mahoney
 	 
	 	 	Name:  	Daria Mahoney 	 
	 	 	Title:  	Vice President 	 
	 
	 	WELLS FARGO BANK, NA

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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ALLIED IRISH BANKS P.L.C.

 	 
	 	By:  	/s/ David O’Driscoll
 	 
	 	 	Name:  	David O’Driscoll 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Robert F. Moyle
 	 
	 	 	Name:  	Robert F. Moyle 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By:  	/s/ Michele Jones
 	 
	 	 	Name:  	Michele Jones 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MORGAN STANLEY BANK

 	 
	 	By:  	/s/ Daniel Twenge
 	 
	 	 	Name:  	Daniel Twenge 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/ Dusan Lazarov
 	 
	 	 	Name:  	Dusan Lazarov 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Erin Morrissey
 	 
	 	 	Name:  	Erin Morrissey 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ Kathleen J. Bowen
 	 
	 	 	Name:  	Kathleen J. Bowen 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Kimberly Coll
 	 
	 	 	Name:  	Kimberly Coll 	 
	 	 	Title:  	Vice President 	 
	 
	 	GOLDMAN SACHS BANK USA

 	 
	 	By:  	/s/ William Yarbenet
 	 
	 	 	Name:  	William Yarbenet 	 
	 	 	Title:  	Vice President 	 
	 
	 	STERLING BANK

 	 
	 	By:  	/s/ Ryan K. Michael
 	 
	 	 	Name:  	Ryan K. Michael 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LEHMAN BROTHERS COMMODITY SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: