AMENDMENT NO. 3 and SCHEDULED DETERMINATION OF THE BORROWING BASE dated as of April 20, 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...

Exhibit 10.4

Execution Version

AMENDMENT NO. 3

and

SCHEDULED DETERMINATION

OF THE BORROWING BASE

dated as of April 20, 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. 3 AND

SCHEDULED DETERMINATION OF THE BORROWING BASE

AMENDMENT AND SCHEDULED DETERMINATION (this “Amendment”) dated as of April 20, 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; 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 new defined terms are added to Section 1.01 in appropriate alphabetical position:

“7% Convertible Preferred Stock” means the Borrower’s 7% Convertible Perpetual Preferred Stock issued on November 10, 2010, 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 7% Convertible Perpetual Preferred Stock.

“Permitted Debt Restrictions” means, an instrument or instruments governing indebtedness which imposes limitations on or requirements with respect to Indebtedness, Restricted Payments or Liens of the type described in Section 7.09 that are substantially the same as or less restrictive than the corresponding limitations or requirements, if any, with respect to such matters contained in any of the Principal Debt Obligations.

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(b) All references to the defined term “Consolidated EBITDAX” in the Credit Agreement shall instead be references to “Consolidated EBITDA”.

(c) The initial clause (c) in the definition of Consolidated EBITDAX is amended by (x) changing the comma after the word “depletion” to “or” and (y) deleting the phrase “or exploration”.

(d) The definition of Principal Debt Obligations is amended to read as follows:

“Principal Debt Obligations” means all existing long-term debt issued by the Borrower including the (i) Senior Floating Rate Notes due 2014, (ii) 9.875% Senior Notes due 2016, (iii) 8.0% Senior Notes due 2018, (iv) 8.75% Senior Notes due 2020 and (v) 7.5% Senior Notes due 2021.

(e) Section 7.06(d) is amended by (x) deleting the word “and” at the end of clause (i), (y) changing the semicolon at the end of clause (ii) to “; and” and (z) adding the following new clause (iii):

(iii) 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 7% Convertible Preferred Stock in an amount not exceeding $7.00 per share per annum;

(f) Clause (y) of the initial parenthetical in Section 7.09 is amended to read “(y) Permitted Debt Restrictions”.

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 $790,000,000.

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.

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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 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 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 Borrower and (i) with respect to Section 2, the Required Lenders and (ii) with respect to Section 4, the Super-Majority Lenders.

[Signature Pages Follow]

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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

ROYAL BANK OF CANADA
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/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:		Vice President

XXXXX FARGO BANK, NA
By:		/s/ Xxxxxxxxx Xxxxx
		Name:		Xxxxxxxxx Xxxxx
		Xxxxx:		Assistant Vice President

THE BANK OF NOVA SCOTIA
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Director

BNP PARIBAS
By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Director
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Director

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 Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Managing Director
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Managing Director

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Vice President
By:		/s/ Xxxx X’Xxxxx
		Name:		Xxxx X’Xxxxx
		Title:		Director

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

COMERICA BANK
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Vice President

CITIBANK, N.A.
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Attorney-in-Fact

ALLIED IRISH BANKS P.L.C.
By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Director
By:		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Senior Vice President

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

CREDIT SUISSE AG, Cayman Islands Branch (f/k/a CREDIT SUISSE, Cayman Islands Branch), as Lender
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

BANK OF MONTREAL
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Director

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

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