AMENDMENT No. 1 dated as of March 7, 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, Swing Line Lender and L/C Issuer and The Other Lenders...

Exhibit 10.9

AMENDMENT No. 1

dated as of March 7, 2007

to the SENIOR 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

BANK OF AMERICA SECURITIES LLC,
Sole Lead Arranger and Sole Book Manager

AMENDMENT NO. 1 TO CREDIT AGREEMENT

     AMENDMENT dated as of March 7, 2007 to 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 (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.

W I T N E S S E T H:

     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; References. 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. Amendment.

     (a) 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 is not increased at the time of such refinancing by more than $150,000,000, 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;”

     Section 3. Representations of the Borrower. The Borrower represents and warrants that, after giving effect to this Amendment, (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 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

     Section 5. 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.

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     Section 6. Effectiveness. This Amendment shall become effective on the date on which the Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party).

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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.

	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:	Investment Banking Officer
	ROYAL BANK OF CANADA
	By:	/s/ Xxx X. XxXxxxxxxxx
		Name:	Xxx X. XxXxxxxxxxx
		Title:	Authorized Signatory
	BARCLAYS BANK PLC
	By:	/s/ Xxxxxxxx Xxxx
		Name:	Xxxxxxxx Xxxx
		Title:	Director

[Signature Page to Amendment No. 1
to the
Senior Credit Agreement]

	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Vice President
	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/ Xxxxxxx Xxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxx
		Title:	Director
	SUNTRUST BANK
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Vice President
	THE ROYAL BANK OF SCOTLAND PLC
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Vice President

[Signature Page to Amendment No. 1
to the
Senior Credit Agreement]

	BMO CAPITAL MARKETS FINANCING, INC.
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Director
	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 X. Xxxxxxx
		Name:	Xxxxx X. 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/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

[Signature Page to Amendment No. 1
to the
Senior Credit Agreement]

	BNP PARIBAS
	By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Vice President
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Vice President
	ALLIED IRISH BANKS P.L.C.
	By:	/s/ Xxxxx X’Xxxxxxxx
		Name:	Xxxxx X’Xxxxxxxx
		Title:	Assistant Vice President
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Vice President
	FORTIS CAPITAL CORP.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Amendment No. 1
to the
Senior Credit Agreement]

	CALYON NEW YORK BRANCH
	By:	/s/ Xxx Xxxxxxxx
		Name:	Xxx Xxxxxxxx
		Title:	Managing Director
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director

Acknowledged by:

ADMINISTRATIVE AGENT

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

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

[Signature Page to Amendment No. 1
to the
Senior Credit Agreement]