AMENDMENT NO. 7 and SCHEDULED DETERMINATION OF THE BORROWING BASE dated as of October 15, 2009 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 10.7.7
Execution Version
AMENDMENT NO. 7
and
SCHEDULED DETERMINATION
OF THE BORROWING BASE
dated as of October 15, 2009
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. 7 AND
SCHEDULED DETERMINATION OF THE BORROWING BASE
AMENDMENT AND SCHEDULED DETERMINATION (this “Amendment”) dated as of October 15, 2009 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) The following definition is hereby added where alphabetically appropriate to read:
“Convertible Preferred Stock” means the Borrower’s 8.5% Convertible Perpetual Preferred Stock issued on January 21, 2009, 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 8.5% Convertible Perpetual Preferred Stock.
(b) The definition of “Consolidated EBITDAX” in Section 1.01 of the Credit Agreement is amended by (i) deleting the word “and” at the end of clause (d) thereof, (ii) by adding the word “and” at the end of clause (e) thereof and (iii) by adding the new clause (f) that reads in its entirety as follows:
“cash expenses and restructuring charges (whether cash or non-cash) incurred in connection with the acquisition of any entity or line of business permitted hereunder, including, solely in connection with the acquisition of Crusader Energy Group Inc., bankruptcy expenses;”
(c) Section 7.06(d) of the Credit Agreement is amended by deleting the word “and” after the end of clause (ii) thereof and inserting the following new clause “(iv)” immediately following clause (iii) thereof:
“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 Convertible Preferred Stock issued prior to October 1, 2009 in an amount not exceeding $8.50 per share per annum; and”
(d) Schedule 3 to the form of Compliance Certificate (Exhibit D of the Credit Agreement) is amended by adding the following line item after “+ other non-cash expenses”:
“+ acquisition-related cash expenses and restructuring charges (cash or non-cash)”
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 $985,350,000 (having previously been reduced from $1,095,000,000 by operation of Section 7.03(n) of the Credit Agreement).
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 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 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.
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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. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | ||
| Title: Managing Director | ||
| Approved by: |
| BORROWER |
| XXXXXXXXX ENERGY, INC. | ||
| By: | /s/ Xxxx X. Xxx Xxxxx | |
| Name: Xxxx X. Xxx Xxxxx | ||
| Title: Chief Financial Officer | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
LENDERS
| BANK OF AMERICA, N.A., as Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | ||
| Title: Managing Director | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| ALLIED IRISH BANKS P.L.C. | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: Vice President | ||
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Assistant Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| BARCLAYS BANK PLC | ||
| By: | /s/ Xxx Xxx | |
| Name: Xxx Xxx | ||
| Title: Assistant Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| THE BANK OF NOVA SCOTIA | ||
| By: | /s/ W. Xxxxx Xxxxxxxx | |
| Name: W. Xxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| BANK OF OKLAHOMA, N.A. | ||
| By: | ||
| Name: | ||
| Title: | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| BANK OF SCOTLAND PLC | ||
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxx | ||
| Title: Assistant Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| BMO CAPITAL MARKETS FINANCING, INC. | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Director | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| BNP PARIBAS | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Director | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| CALYON NEW YORK BRANCH | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Managing Director | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| COMERICA BANK | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Senior Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| COMPASS BANK | ||
| By: | ||
| Name: | ||
| Title: | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Associate | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| FORTIS CAPITAL CORP. | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Director | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| XXXXXXX SACHS BANK USA | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| MIDFIRST BANK | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| XXXXXX XXXXXXX BANK, N.A. | ||
| By: | ||
| Name: | ||
| Title: | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| ROYAL BANK OF CANADA | ||
| By: | /s/ Xxx X. XxXxxxxxxxx | |
| Name: Xxx X. XxXxxxxxxxx | ||
| Title: Authorized Signatory | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| THE ROYAL BANK OF SCOTLAND PLC | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Senior Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| STERLING BANK | ||
| By: | ||
| Name: | ||
| Title: | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| SUMITOMO MITSUI BANKING CORPORATION | ||
| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxx | ||
| Title: General Manager | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| SUN TRUST BANK | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Director | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| UNION BANK, N.A. (f/k/a Union Bank of California, N.A.) | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Senior Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
| XXXXX FARGO BANK, NA | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Vice President | ||
Signature Page to Amendment No. 7 and Scheduled Determination of the Borrowing Base
