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...

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

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

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 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 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) Xxxx, Xxxxx, and Xxxxxxxx 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 6^th 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:

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     “; 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]

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     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/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Managing Director

	Approved by: BORROWER XXXXXXXXX ENERGY, INC.
	By:	/s/ Xxxx X. Xxx Xxxxx
		Name:	Xxxx X. Xxx Xxxxx
		Title:	Chief Financial Officer
	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:	Assistant Vice President

	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:	Director
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Associate
	BANK OF OKLAHOMA, N.A.
	By:	/s/ Xxxx Xxxxxxxxxxx
		Name:	Xxxx Xxxxxxxxxxx
		Title:	Assistant Vice President
	COMERICA BANK
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Assistant Vice President

	THE BANK OF NOVA SCOTIA
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Director
	SUN TRUST BANK
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director
	THE ROYAL BANK OF SCOTLAND PLC
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Managing Director
	BMO CAPITAL MARKETS FINANCING, INC.
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Vice President
	MIDFIRST BANK
	By:
		Name:
		Title:

	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:
		Name:
		Title:
	BNP PARIBAS
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	ALLIED IRISH BANKS P.L.C.
	By:	/s/ Xxxxx X’Xxxxxxxx
		Name:	Xxxxx X’Xxxxxxxx
		Title:	Assistant Vice President
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Senior Vice President

	FORTIS CAPITAL CORP.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Director
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director
	CALYON NEW YORK BRANCH
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	XXXXXX XXXXXXX BANK
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Authorized Signatory
	DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Vice President
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Vice President

	SUMITOMO MITSUI BANKING CORPORATION
	By:
		Name:
		Title:
	COMPASS BANK
	By:	/s/ Xxxxxxxx X. Xxxxx
		Name:	Xxxxxxxx X. Xxxxx
		Title:	Senior Vice President
	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxxxxxx Xxxx
		Name:	Xxxxxxxx Xxxx
		Title:	Vice President
	XXXXXXX XXXXX BANK USA
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Vice President
	STERLING BANK
	By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Assistant Vice President

XXXXXX BROTHERS COMMODITY SERVICES, INC.
 

By:  

Name:  

Title: