Amendment No. 3 to Credit Agreement among Independence Contract Drilling, Inc., Sidewinder Drilling LLC, and Wells Fargo Bank, N.A.
This amendment updates the existing credit agreement between Independence Contract Drilling, Inc., Sidewinder Drilling LLC, Wells Fargo Bank (as agent), and the lenders. The changes reflect the issuance of new 2026 Notes, update definitions, and modify terms to align with the new notes and related documents. The amendment clarifies the treatment of collateral, payment terms, and the relationship between the credit agreement and the new notes. All parties confirm their authorization for these changes, which are effective as of March 18, 2022.
Exhibit 10.1
[Execution]
AMENDMENT NO. 3 TO credit AGREEMENT
This AMENDMENT NO. 3 TO credit AGREEMENT (the “Amendment”), is dated as of March 18, 2022 and is made by and among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“ICD”), SIDEWINDER DRILLING LLC, a Delaware limited liability company (formerly known as ICD Operating LLC, and successor by merger to Patriot Saratoga Merger Sub, LLC) (“ICD Operating”, and together with ICD, each a “Borrower” and collectively, “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and the Lenders party hereto.
Recitals
Pursuant to that certain Credit Agreement, dated as of October 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Borrowers, Agent and Lenders, Lenders have agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof (capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement).
Borrowers have requested that Agent and Lenders agree to amend the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:
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“(e) the occurrence of any “Change of Control” (or comparable term) as defined in the 2026 Notes Indenture.”
“ ‘Intercreditor Agreement’ means the Intercreditor Agreement, dated as of the Amendment No. 3 Effective Date, among Agent and 2026 Notes Agent, as amended, restated or modified from time to time in accordance with its terms.”
“(m) Indebtedness evidenced by the 2026 Notes Indenture in an aggregate principal amount not to exceed the amount thereof permitted by the Intercreditor Agreement,”
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“(e) Borrowers have delivered to Agent complete and correct copies of the 2026 Notes Documents, including all schedules and exhibits thereto, executed on the Amendment No. 3 Effective Date. The execution, delivery and performance of each of the 2026 Notes Documents has been duly authorized by all necessary action on the part of each Loan Party who is a party thereto. Each 2026 Notes Document is the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against each such Loan Party in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought.”
(c) deleting the reference to “Term Loan Documents” set forth in clause (b)(i) thereof and replacing it with “2026 Notes Documents”.
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[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 written above.
BORROWERS:INDEPENDENCE CONTRACT DRILLING INC.
By: /s/ Philip A. Choyce
Name: Philip A. Choyce
Title: Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
SIDEWINDER DRILLING LLC
By: /s/ Philip A. Choyce
Name: Philip A. Choyce
Title: Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
Amendment No. 3 to Credit Agreement
AGENT AND LENDER:WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Agent and Lender
By: /s/ Seth Setterberg
Name:Seth Setterberg
Title:Authorized Signatory
Amendment No. 3 to Credit Agreement