AMENDMENT NO. 8 dated as of December 14, 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 Line Lender and L/C Issuer and The Other Lenders...

Exhibit 10.2

Conformed Copy

AMENDMENT NO. 8

dated as of December 14, 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. 8

AMENDMENT (this “Amendment”) dated as of December 14, 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;

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 definitions are hereby added where alphabetically appropriate to read:

“6% Convertible Preferred Stock” means the Borrower’s 6% Convertible Perpetual Preferred Stock to be issued on or about the date of the closing of the Permian Basin Acquisition, 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 6% Convertible Perpetual Preferred Stock.

“Permian Basin Acquisition” means the purchase of Oil and Gas Properties in the Permian Basin of Texas and New Mexico from Forest Oil Corporation and Forest Oil Permian Corporation by XxxxXxxxx Exploration and Production, LLC, a wholly-owned Subsidiary of the Borrower, pursuant to the Agreement for Purchase And Sale of Assets, dated as of November 25, 2009.

(b) Clause (g) of the definition “Indebtedness” is amended by inserting the following immediately after “Preferred Stock”:

“, the Convertible Preferred Stock and the 6% Convertible Preferred Stock”

(c) The definition of “Consolidated Leverage Ratio” is amended by inserting the following immediately prior to the period at the end thereof:

“; provided, further, that for purposes of determining the Consolidated Leverage Ratio as of December 31, 2009, if the closing of the Permian Basin Acquisition has not occurred on or prior to such date, the amount referred to in clause (a) shall be calculated net of the total aggregate amount of cash and Cash Equivalents reflected on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date”

(d) Section 7.06(d) of the Credit Agreement is amended by deleting the word “and” after the end of clause (iii) thereof and inserting the following new clause “(v)” immediately following clause (iv) 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 6% Convertible Preferred Stock in an amount not exceeding $6.00 per share per annum; and”

SECTION 3. Representations of the Borrower. The Borrower represents and warrants that, both before and immediately after giving effect to this Amendment pursuant to Section 6 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 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. 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 6. 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]

2

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

ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
By:		/s/ Xxxxxx X. Serie
		Title: Vice President

BORROWER
XXXXXXXXX ENERGY, INC.
By:		/s/ Xxxx X. Xxx Xxxxx
		Title:		Executive Vice President and Chief Financial Officer

Signature Page to Amendment No. 8

LENDERS
BANK OF AMERICA, N.A., as Lender
By:		/s/ Xxxxxx X. Serie
		Title: Vice President

Signature Page to Amendment No. 8

ALLIED IRISH BANKS P.L.C.
By:		/s/ Xxxxxx X. Xxxx
		Title: Vice President
By:		/s/ Xxxxx Xxxxxxxx
		Title: Assistant Vice President

Signature Page to Amendment No. 8

BARCLAYS BANK PLC
By:		/s/ Xxx Xxx
		Title: Asst. Vice President

Signature Page to Amendment Xx. 0

XXX XXXX XX XXXX XXXXXX
By:		/s/ Xxxxx X. Xxxxx
		Title: Managing Director

Signature Page to Amendment No. 8

BANK OF OKLAHOMA, N.A.
By:		/s/ Xxxx Xxxxxxxxxxx
		Title: Assistant Vice President

Signature Page to Amendment No. 8

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

Signature Page to Amendment Xx. 0

XXX XXXXXXX
By:		/s/ Xxxxx Xxxxxx
		Title: Director
By:		/s/ Xxxxx Xxxxxx
		Title: Director

Signature Page to Amendment No. 8

CALYON NEW YORK BRANCH
By:		/s/ Xxxx X. Xxxxx
		Title: Managing Director
By:		/s/ Xxxxxxx Xxxxx
		Title: Director

Signature Page to Amendment No. 8

COMERICA BANK
By:		/s/ V. Xxxx Xxxxx
		Title: Senior Vice President

Signature Page to Amendment No. 8

COMPASS BANK
By:		/s/ Xxxxxxxx X. Xxxxx
		Title: Senior Vice President

Signature Page to Amendment No. 8

CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:		/s/ Xxxxx Xxxxx
		Title: Vice President
By:		/s/ Xxxxx Xxxxxxxx
		Title: Associate

Signature Page to Amendment No. 8

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:		/s/ Xxxx Xxxxxxxxx
		Title: Vice President
By:		/s/ Xxxxxxx Xxxxxxxx
		Title: Vice President

Signature Page to Amendment No. 8

FORTIS CAPITAL CORP.
By:		/s/ Xxxxxxxx Xxxxx
		Title: Vice President
By:		/s/ Xxxx Xxxxx
		Title: Director

Signature Page to Amendment No. 8

XXXXXXX SACHS BANK USA
By:		/s/ Xxxx Xxxxxxxx
		Title: Authorized Signatory

Signature Page to Amendment No. 8

JPMORGAN CHASE BANK, N.A.
By:		/s/ Xxxx X. Xxxxx
		Title: Vice President

Signature Page to Amendment No. 8

MIDFIRST BANK
By:		/s/ Xxxxx X. Xxxxxx
		Title: Vice President

Signature Page to Amendment No. 8

XXXXXX XXXXXXX BANK, N.A.
By:		/s/ Xxxx Xxxxxx
		Title: Authorized Signatory

Signature Page to Amendment Xx. 0

XXXXX XXXX XX XXXXXX
By:		/s/ Xxx X. XxXxxxxxxxx
		Title: Authorized Signatory

Signature Page to Amendment No. 8

THE ROYAL BANK OF SCOTLAND PLC
By:		/s/ Xxxxx Xxxx
		Title: Senior Vice President

Signature Page to Amendment No. 8

SUN TRUST BANK
By:		/s/ Xxxx Xxxxx
		Title: Director

Signature Page to Amendment No. 8

UNION BANK, N.A. (f/k/a Union Bank of California, N.A.)
By:		/s/ Xxxxxxx Xxxxxxxx
		Title: Union Bank

Signature Page to Amendment Xx. 0

XXXXX XXXXX XXXX, XX
By:		/s/ Xxxxxxxxx Xxxxx
		Xxxxx: Assistant Vice President

Signature Page to Amendment No. 8