FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 25, 2013 among SANTA MARIA ENERGY HOLDINGS, LLC, as Borrower, the Guarantors Party Hereto, MUTUAL OF OMAHA BANK, as Administrative Agent, and the Lenders Party Hereto

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 25, 2013 among SANTA MARIA ENERGY HOLDINGS, LLC, as Borrower, the Guarantors Party Hereto, MUTUAL OF OMAHA BANK, as Administrative Agent, and the Lenders Party Hereto

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Exhibit 10.2

Execution Version

FIRST AMENDMENT

AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of June 25, 2013

among

SANTA ▇▇▇▇▇ ENERGY HOLDINGS, LLC,

as Borrower,

the Guarantors Party Hereto,

MUTUAL OF OMAHA BANK,

as Administrative Agent,

and

the Lenders Party Hereto

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of June 25, 2013 (the “First Amendment Effective Date”) is among SANTA ▇▇▇▇▇ ENERGY HOLDINGS, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Guarantors that are parties hereto, each of the Lenders that are parties hereto and MUTUAL OF OMAHA BANK (in its individual capacity, “Mutual of Omaha”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Recitals

A. The Borrower, the Administrative Agent and the Lenders, are parties to that certain Amended and Restated Credit Agreement dated as of November 9, 2012 (the “Credit Agreement”), pursuant to which the Lenders provided certain loans and other extensions of credit to the Borrower.

B. The Guarantors are parties to that certain Amended and Restated Guarantee and Collateral Agreement dated as of November 9, 2012 in favor of the Administrative Agent.

C. The Borrower has requested, and the Lenders have agreed, to amend certain provisions of the Credit Agreement, on the terms and subject to the conditions as set forth herein.

D. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Unless otherwise defined herein, each term defined in the Credit Agreement and used herein (including terms used in the preamble and recitals hereto), shall have the meaning given to it in the Credit Agreement. Unless otherwise indicated, all section references in this First Amendment refer to sections in the Credit Agreement. The rules of construction and other interpretive provisions specified in Sections 1.02, 1.04 and 1.05 of the Credit Agreement shall apply to this First Amendment, including terms defined in the preamble and recitals hereto.

Section 2. Amendments to Credit Agreement.

2.1 Certain Defined Terms.

(a) Section 1.01 of the Credit Agreement is hereby amended by adding thereto, the following new definition, in its appropriate alphabetical order, to read in its entirety as follows:

“First Amendment” means the First Amendment to Credit Agreement dated as of June 25, 2013, among the Borrower, the Guarantors party thereto, the Lender party thereto and the Administrative Agent.

“First Amendment Effective Date” has the meaning assigned such term in the First Amendment.

2.2 Amendment to Section 9.20. Section 9.20 is hereby amended and restated as follows:

“General and Administrative Costs. Beginning January 1, 2014, the Borrower will not, and will not permit any of its Subsidiaries, to spend in the aggregate more than $1,200,000 in General and Administrative Costs on an annual basis for each calendar year”.

Section 3. Borrowing Base Redetermination. For the period from and including the First Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be $10,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Sections 2.07, 8.13(c) or 9.12(d). For the avoidance of doubt, this shall constitute the May 1, 2013 Scheduled Redetermination and the next Scheduled Redetermination shall be the October 1, 2013 Scheduled Redetermination. It is understood among the parties that the Kayne Guaranty Amount shall be reduced to $10,000,000 upon the effectiveness of this First Amendment and is subject to further adjustment upon any redetermination of the Borrowing Base.

Section 4. Conditions Precedent. The effectiveness of this First Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 4:

4.1 First Amendment. The Administrative Agent shall have received from the Borrower, each Guarantor and the Lenders counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Person.

4.2 No Default. No Default or Event of Default shall have occurred and be continuing as of the date of this First Amendment.

4.3 Fees. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof.

4.4 Kayne Agreement. The Borrower shall amend, on terms and conditions acceptable to the Administrative Agent in its sole discretion, that certain Letter Agreement dated as of November 9, 2013 with Kayne so that no fee shall be due and payable to Kayne in respect of the Kayne Guaranty Agreement prior to January 1, 2015 and deliver executed copies to the Administrative Agent of such amendment.

The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 5. Representations and Warranties; Etc. The Borrower and each Guarantor hereby affirm that as of the date of execution and delivery of this First Amendment, and after giving effect to the transactions contemplated hereby, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

Section 6. Miscellaneous.

6.1 Confirmation. The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First Amendment.

6.2 Ratification and Affirmation of Obligors. The Borrower and each Guarantor hereby expressly (i) acknowledges the terms of this First Amendment, (ii) ratifies and affirms its obligations under each Loan Document to which it is a party, (iii) acknowledges, renews and extends its continued liability under each Loan Document to which it is a party and agrees that its grant of security interest and/or guarantee, as applicable, under the Security Instruments to which it is a party remains in full force and effect with respect to the Indebtedness after giving effect to this First Amendment.

6.3 Loan Document. This First Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

6.4 Counterparts. This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

6.5 No Oral Agreement. THIS WRITTEN FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

6.6 Governing Law. THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

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


BORROWER:	SANTA ▇▇▇▇▇ ENERGY HOLDINGS, LLC

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:	Vice President of Finance and Administration

GUARANTORS:	SANTA ▇▇▇▇▇ ENERGY, LLC

	By:	SANTA ▇▇▇▇▇ ENERGY HOLDINGS, LLC, as Member


By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Vice President of Finance and Administration


By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Vice President of Finance and Administration

First Amendment Signature Page


ADMINISTRATIVE AGENT
AND LENDER:	MUTUAL OF OMAHA BANK

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Manager

First Amendment Signature Page

SM ENERGY MANAGEMENT, LLC

SANTA ▇▇▇▇▇ ENERGY HOLDINGS, LLC,

as Member