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...

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

XXXXXXXXX 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 XXXXXXXXX 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, XxxxXxxxx 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.

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]

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


XXXXXXXXX ENERGY, INC.

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Chief Financial Officer


BANK OF AMERICA, N.A., as Administrative Agent

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Assistant Vice President


BANK OF AMERICA, N.A., as a Lender, Swing Line Lender and L/C Issuer

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Managing Director


BARCLAYS BANK PLC

By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Assistant Vice President


XXXXX XXXX XX XXXXXX

By:	/s/ Xxx X. XxXxxxxxxxx
	Name:	Xxx X. XxXxxxxxxxx
	Title:	Authorized Signatory


THE ROYAL BANK OF SCOTLAND PLC

By:	RBS SECURITIES INC., as Agent

By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Director


UNION BANK N.A.

By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President


XXXXX FARGO BANK, NA

By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Xxxxx:	Assistant Vice President


XXX XXXX XX XXXX XXXXXX

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director


BNP PARIBAS

By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Director

By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Vice President


CAPITAL ONE BANK, N.A.

By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Managing Director

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director


DEUTSCHE BANK TRUST COMPANY AMERICAS

By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President

By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President


JPMORGAN CHASE BANK, N.A.

By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Authorized Officer


BANK OF SCOTLAND PLC

By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Assistant Vice President


SUN TRUST BANK

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Vice President


UBS LOAN FINANCE, LLC

By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Associate Director
		Banking Products Services, US

By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Associate Director
		Banking Products Services, US


COMERICA BANK

By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Assistant Vice President


ALLIED IRISH BANKS P.L.C.

By:	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Director

By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Vice President


COMPASS BANK

By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Vice President


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Vice President

By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Associate


KEYBANK NATIONAL ASSOCIATION

By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Vice President


BANK OF OKLAHOMA, N.A.

By:	/s/ Xxxx Xxxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxxx
	Title:	Assistant Vice President


XXXXXXX XXXXX BANK USA

By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Authorized Signatory


MIDFIRST BANK

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Senior Vice President


XXXXXX XXXXXXX BANK, N.A.

By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Authorized Signatory

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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...

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