AMENDMENT NO. 3 and SCHEDULED DETERMINATION OF THE BORROWING BASE dated as of September 14, 2007 to the SENIOR CREDIT AGREEMENT dated as of November 21, 2006 among SANDRIDGE ENERGY, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent,...
AMENDMENT NO. 3
and
SCHEDULED DETERMINATION
OF THE BORROWING BASE
OF THE BORROWING BASE
dated as of September 14, 2007
to the SENIOR CREDIT AGREEMENT
dated as of November 21, 2006
among
XXXXXXXXX ENERGY, INC.
as the Borrower,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer
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
Sole Lead Arranger and Sole Book Manager
AMENDMENT NO. 3
AND SCHEDULED DETERMINATION OF THE BORROWING BASE
AND SCHEDULED DETERMINATION OF THE BORROWING BASE
AMENDMENT AND SCHEDULED DETERMINATION (this “Amendment and Determination”) dated as of
September 14, 2007 under the Senior Credit Agreement dated as of November 21, 2006 (as amended,
restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among
XXXXXXXXX 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 increase the 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 terms:
“Oklahoma Properties” means certain properties in Oklahoma City which include
the former Xxxx-XxXxx Tower, the surrounding buildings and the three parking lots.
“Xxxxx
Field Interests” means 35 BCFE working interest in the
Xxxxx Field.
(b) The definition of “Consolidated Leverage Ratio” set forth in Section
1.01 of the Credit Agreement is amended by adding the following proviso at the
end thereof: “; provided that for purposes of determining the Consolidated
Leverage Ratio as of September 30, 2007, December 31, 2007, March 31, 2008,
June 30, 2008 and September 30, 2008, the amount in (b) shall equal Consolidated EBITDAX for the
quarter ended on such date multiplied by four.”
(c) Section 7.01 of the Credit Agreement is amended by renaming
clauses (o) and (p) thereof as clauses (q) and (r), respectively, and adding new
clauses (o) and (p) thereto that read in their entirety as follows:
“(o) Liens on Oklahoma Properties securing Indebtedness permitted by
Section 7.03(j);
(p)
Liens on Xxxxx Field Interests securing Indebtedness permitted by
Section 7.03(k);”
(d) Section 7.02 of the Credit Agreement is amended by renaming
clauses (i) and (j) thereof as clauses (j) and (k), respectively, and adding a new
clause (i) thereto that reads in its entirety as follows:
“(i) Investments in Oklahoma Properties in an aggregate amount not
exceeding $20,000,000;”
(e) Section 7.03 of the Credit Agreement is amended by deleting
Section 7.03(b) in its entirety and by substituting in lieu thereof the new Section
7.03(b) to read in its entirety as follows:
“(b) Indebtedness in respect of the Bridge Facility and any refinancing thereof,
provided that (i) the principal amount of such Indebtedness does not exceed
$1,200,000,000, and (ii) such refinancing (A) is unsecured, (B) requires no scheduled
amortization prior to the 6th anniversary of the Closing Date and (C) is
otherwise on market terms and conditions;”
(f) Section 7.03 of the Credit Agreement is amended by deleting
Section 7.03(h) in its entirety and by substituting in lieu thereof the new Section
7.03(h) to read in its entirety as follows:
“(h) Indebtedness incurred by Lariat, and Guarantees of the Borrower in respect
of such Indebtedness; provided that the principal amount of Indebtedness of Lariat
guaranteed by the Borrower pursuant to this subsection (h) or otherwise shall at no time
exceed $125,000,000;”
(g) Section 7.03 of the Credit Agreement is amended by renaming
clauses (j) and (k) thereof as clauses (l) and (m), respectively, and adding new
clauses (j) and (k) thereto that read in their entirety as follows:
“(j) Indebtedness incurred to finance Investments in Oklahoma Properties in an
aggregate principal amount not exceeding $20,000,000;
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(k)
Indebtedness incurred to finance Investments in the Xxxxx Field Interest in
an aggregate principal amount not exceeding $50,000,000;”
(h) Section 7.11 of the Credit Agreement is amended by deleting Section 7.11(b) in its
entirety and by substituting in lieu thereof the new Section 7.11(b) to read in its entirety as
follows:
“(b) 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.”
SECTION 3. Proposal to Increase the 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(e) 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 increase the amount of
the Borrowing Base from $400,000,000 to $700,000,000.
SECTION 4. Approval by Lenders. In accordance with Section 2.05(b)(iii) of the Credit
Agreement, the undersigned Lenders hereby approve the new amount of the Borrowing Base as proposed
by the Administrative Agent under Section 3 above.
SECTION 5. Reallocation of Commitments.
(a) On the effective date of the increase of the Borrowing Base pursuant
to this Amendment and Determination, (i) each Person listed on the signature
pages hereof which is not a party to the Agreement (a “New Lender”) shall
become a Lender party to the Agreement and (ii) the Commitment and Applicable
Percentage of each Lender shall be reset and shall equal to such amounts and
percentages set forth opposite such Lender’s name on Schedule A attached hereto
(such Commitments and Applicable Percentages as so reset, the “Reallocated
Commitments”). Any Lender under the Agreement not listed on Schedule A (a
“Departing Lender”) shall upon such effectiveness cease to be a Lender party to
the Agreement and all accrued fees and other amounts payable under the
Agreement for the account of each Departing Lender shall be due and payable on
such date; provided that the provisions of Article III and Section 10.04 shall
continue to inure to the benefit of each Departing Lender.
(b) On the effective date of the Reallocated Commitments pursuant to
this Amendment and Determination:
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(i) the Borrower shall prepay each Loan then outstanding in its entirety and, to
the extent the Borrower elects to do so and subject to the conditions specified in Section
4.02 of the Credit Agreement, the Borrower shall reborrow Committed Loans from the Lenders
in proportion to their respective Reallocated Commitments, so that all outstanding
Committed Loans are held by the Lenders in such proportion; and
(ii) the participations in all outstanding Letters of Credit shall be determined
such that all L/C Obligations are held by the Lenders in proportion to their respective
Reallocated Commitments.
(c) The foregoing is intended to effect (i) a reallocation of the Commitments within the
limits of the existing Commitments and (ii) a reallocation of the outstanding Loans in accordance
with the Commitments as so reallocated, and is not a novation of the credit facility under the
Credit Agreement or of the Loans thereunder, and shall have no effect on any Lien securing the
Obligations.
SECTION 6. Fee. On the effective date of the increase of the Borrowing Base pursuant to this
Amendment and Determination, the Borrower shall pay to the Administrative Agent for the account of
the Lenders ratably (after giving effect to Reallocated Commitments) a fee equal to 0.125% of the
amount of the Borrowing Base increase contemplated hereby.
SECTION 7. Representations of the Borrower. The Borrower represents and warrants that, after
giving effect to this Amendment and Determination in whole or in part pursuant to Section 9 hereof,
(i) the representations and warranties of the Borrower set forth in Article V of the Credit
Agreement will be true and (ii) no Default will have occurred and be continuing.
SECTION
8. Governing Law. This Amendment and Determination shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 9. Counterparts. This Amendment and Determination 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 and Determination by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.
SECTION 10. Effectiveness. The amendments to the Credit Agreement set forth in Section 2 of
this Amendment and Determination 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. The increase in the amount of the Borrowing Base pursuant to Sections 3,
4 and 6 of this Amendment and Determination, and the change in the
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Commitments and Applicable Percentages of the Lenders pursuant to Section 5 of this Amendment and
Determination, 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 Lenders (including each New
Lender and Departing Lender) and the Borrower.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Determination to
be duly executed as of the date first above written.
Proposed and Acknowledged by:
ADMINISTRATIVE AGENT
BANK OF
AMERICA, N.A., as Administrative Agent
By: |
||||||
| /s/ Xxxxxxx X. Xxxx | ||||||
| Name: Xxxxxxx X. Xxxx | ||||||
| Title: Vice President | ||||||
| Approved | by: | |||
| BORROWER | ||||
| XXXXXXXXX ENERGY, INC. | ||||
| By: | /s/ Xxx X. Wand | |||
| Name: Xxx X. Wand | ||||
| Title: Chairman and CEO | ||||
| LENDERS | ||||
| BANK OF AMERICA, N.A., as Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: Xxxxxxx X. Xxxxxxxxx | ||||
| Title: Managing Director | ||||
| UNION BANK OF CALIFORNIA, N.A. | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: Xxxxxxx Xxxxxxxx | ||||
| Title: Investment Banking Officer | ||||
| ROYAL BANK OF CANADA |
||||
| By: | /s/ Xxx X. XxXxxxxxxxx | |||
| Name: | Xxx X. XxXxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| BARCLAYS BANK PLC |
||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Director | |||
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxxxxx Xxxxx | |||
| Name: | Xxxxxxxxxx Xxxxx | |||
| Title: | Associate | |||
| BANK OF OKLAHOMA, N.A. |
||||
| By: | /s/ Xxxx Xxxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxxx | |||
| Title: | Officer | |||
| COMERICA BANK |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| THE BANK OF NOVA SCOTIA |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Director | |||
| SUNTRUST BANK |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
| THE ROYAL BANK OF SCOTLAND |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
| BMO CAPITAL MARKETS FINANCING, INC. |
||||
| By: | /s/ Xxxx Xxx Xxxxx | |||
| Name: | Xxxx Xxx Xxxxx | |||
| Title: | Vice President | |||
| AMARILLO NATIONAL BANK |
||||
| By: | /s/ Sha Gearn | |||
| Name: | Sha Gearn | |||
| Title: | Vice President | |||
| MIDFIRST BANK |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
| U.S. BANK NATIONAL ASSOCIATION |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| XXXXX FARGO BANK, NA |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| BANK OF SCOTLAND |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | First Vice President | |||
| BNP PARIBAS |
||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| ALLIED IRISH BANKS P.L.C. |
||||
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxx X’Xxxxxxxx | |||
| Name: | Xxxxx X’Xxxxxxxx | |||
| Title: | Assistant Vice President | |||
| FORTIS CAPITAL CORP. |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Senior Vice President | |||
| CALYON NEW YORK BRANCH |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Director | |||
| XXXXXX XXXXXXX BANK |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| DEUTSCHE BANK TRUST COMPANY AMERICAS |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxx Le Fevre | |||
| Name: | Xxxxx Le Fevre | |||
| Title: | Director | |||
SCHEDULE A
COMMITMENTS
AND APPLICABLE PERCENTAGES
AND APPLICABLE PERCENTAGES
| Applicable | ||||||||||||
| Lender | Commitment | Percentage | Borrowing Base | |||||||||
Bank of America, N.A. |
$ | 47,142,857 | 6.285714267 | % | $ | 44,000,000 | ||||||
Union Bank of California, N.A. |
$ | 47,142,857 | 6.285714267 | % | $ | 44,000,000 | ||||||
Royal Bank of Canada |
$ | 47,142,857 | 6.000000000 | % | $ | 44,000,000 | ||||||
Barclays Bank PLC |
$ | 47,142,857 | 6.285714267 | % | $ | 44,000,000 | ||||||
Credit Suisse |
$ | 47,142,857 | 6.285714267 | % | $ | 44,000,000 | ||||||
Bank of Oklahoma, N.A. |
$ | 21,428,571 | 2.857142799 | % | $ | 20,000,000 | ||||||
Comerica Bank |
$ | 32,477,679 | 4.330357200 | % | $ | 30,312,500 | ||||||
The Bank of Nova Scotia |
$ | 32,477,679 | 4.000000000 | % | $ | 30,312,500 | ||||||
Sun Trust Bank |
$ | 32,477,679 | 4.330357200 | % | $ | 30,312,500 | ||||||
The Royal Bank of Scotland plc |
$ | 32,477,679 | 4.330357200 | % | $ | 30,312,500 | ||||||
BMO Capital Markets Financing, Inc. |
$ | 32,477,679 | 4.330357200 | % | $ | 30,312,500 | ||||||
MiFirst Bank |
$ | 21,428,571 | 2.857142799 | % | $ | 20,000,000 | ||||||
U.S. Bank National Association |
$ | 39,642,857 | 5.285714267 | % | $ | 37,000,000 | ||||||
Xxxxx Fargo Bank, N.A. |
$ | 39,642,857 | 5.285714267 | % | $ | 37,000,000 | ||||||
Bank of Scotland |
$ | 39,642,857 | 5.285714267 | % | $ | 37,000,000 | ||||||
BNP Paribas |
$ | 32,477,679 | 4.330357200 | % | $ | 30,312,500 | ||||||
Allied Irish Banks P.L.C. |
$ | 32,477,679 | 4.330357200 | % | $ | 30,312,500 | ||||||
Fortis Capital Corp. |
$ | 39,642,857 | 5.285714267 | % | $ | 37,000,000 | ||||||
Calyon New York Branch |
$ | 39,642,857 | 5.285714267 | % | $ | 37,000,000 | ||||||
Xxxxxx Xxxxxxx Bank |
$ | 13,392,856 | 1.785714132 | % | $ | 12,500,000 | ||||||
Deutsche Bank Trust Company Americas |
$ | 32,477,679 | 4.330357200 | % | $ | 30,312,500 | ||||||
Total |
$ | 750,000,000 | 100.000000000 | % | $ | 700,000,000 | ||||||
