Guaranty and Security Agreement, dated as of October 1, 2018, by and among Independence Contract Drilling, Inc., Sidewinder Drilling LLC and ICD Operating LLC, as grantors, and Wells Fargo Bank, National Association, as agent
Exhibit 10.4
[Execution]
GUARANTY AND SECURITY AGREEMENT
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of October 1, 2018, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as 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”).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement, of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Independence Contract Drilling, Inc., a Delaware corporation (“ICD”), and, initially, Patriot Saratoga Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and, following consummation of the Merger, ICD Operating LLC, a Delaware limited liability company (as successor by merger to Merger Sub) (“ICD Operating”; ICD, together with Merger Sub and/or ICD Operating, as the context requires, each a “Borrower”; and collectively, the “Borrowers”), the lenders party thereto (each, a “Lender” and collectively, “Lenders”) and Agent, the Lenders have agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and
WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Providers in connection with the transactions contemplated by the Credit Agreement and this Agreement;
WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other Loan Documents and to extend the Loans thereunder, to induce the Bank Product Providers to enter into the Bank Product Agreements, and to induce the Lender Group and the Bank Product Providers to make financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents and the Bank Product Agreements, (a) each Grantor (other than any Borrower) has agreed to guaranty the Guarantied Obligations (as defined below), and (b) each Grantor has agreed to grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, the Secured Obligations (as defined below); and
WHEREAS, each Grantor (other than any Borrower) is an Affiliate or a Subsidiary of each Borrower and, as such, will benefit by virtue of the financial accommodations extended to Borrowers by Lender.
NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
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Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the Excluded Collateral.
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To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof after the occurrence and during the continuance of an Event of Default. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
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[Signature pages follow]
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IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.
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INDEPENDENCE CONTRACT DRILLING, INC. By: /s/ Philip A. Choyce Name: Philip A. Choyce Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary | |
PATRIOT SARATOGA MERGER SUB, LLC, as effective prior to the Merger By: /s/ Philip A. Choyce Name: Philip A. Choyce Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary | |
ICD OPERATING LLC, as successor in interest to Patriot Saratoga Merger Sub, LLC and as effective following the consummation of the Merger By: /s/ Philip A. Choyce Name: Philip A. Choyce Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT]
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| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent By: /s/ Michael J. Matranga Name: Michael J. Matranga |
[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT]
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SCHEDULE 1
COMMERCIAL TORT CLAIMS
None
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SCHEDULE 2
COPYRIGHTS
UNITED STATES COPYRIGHTS:
Registrations: None
Applications: None
OTHER COPYRIGHTS:
Registrations: None
Applications: None
ICD owns the drawings for each of its rig designs, as well as programming, which it considers proprietary trade secrets. This intellectual property has not been patented, trademarked or copyrighted through the USPTO or US Copyright Office.
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SCHEDULE 3
INTELLECTUAL PROPERTY LICENSES
None
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SCHEDULE 4
PATENTS
UNITED STATES PATENTS:
Registrations:
OWNER | REGISTRATION NUMBER | DESCRIPTION |
Independence Contract Drilling, Inc. | 9,518,429 | Patent – Walking Rig Design |
Applications: None
OTHER PATENTS:
Registrations: None
Applications: None
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SCHEDULE 5
PLEDGED COMPANIES
Name of Grantor | Name of Pledged Company | Number of Shares/Units | Class of Interests | Percentage of Class Owned | Percentage of Class Pledged | Certificate Nos. |
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Independence Contract Drilling, Inc. | ICD Operating LLC | 100% of Membership Interests | Membership Interests | 100% | 100% | N/A |
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SCHEDULE 6
TRADEMARKS
UNITED STATES TRADEMARKS:
Registrations:
OWNER | REGISTRATION NUMBER | TRADEMARK |
Independence Contract Drilling, Inc. | 4746753 | Shale Driller |
Independence Contract Drilling, Inc. | 4955194 | Right Equipment, Right People, Right Time |
Independence Contract Drilling, Inc. | 4722949 | Independence Contract Drilling Logo |
Independence Contract Drilling, Inc. | 4715669 | Work Mark (I) |
Independence Contract Drilling, Inc. | 4712367 | Right Equipment, Right People, Right Time |
Independence Contract Drilling, Inc. | 4722944 | Independence Contract Drilling - Name |
ICD Operating LLC (f/k/a Sidewinder Drilling LLC) | 4370927 | Sidewinder |
ICD Operating LLC (f/k/a Sidewinder Drilling LLC) | 4394750 | Canebrake |
ICD Operating LLC (f/k/a Sidewinder | 4382271 | Sidewinder Drilling & design |
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Drilling LLC) |
Applications: None
OTHER TRADEMARKS: None
Registrations: None
Applications: None
REGISTERED DOMAIN NAMES:
Domain | Owner |
icdrilling.com | ICD |
TRADE NAMES:
Independence Contract Drilling, Inc.
ICD Operating LLC
Sidewinder Drilling LLC
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SCHEDULE 7
NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL NUMBERS
Legal Name | Organizational Number | Federal Taxpayer | Jurisdiction of Formation | Chief Executive Office |
Independence Contract Drilling, Inc. | 5048390 | [OMITTED FROM FILING] | Delaware | 20475 State Highway 249, Suite 300, Houston, TX 77070 |
Patriot Saratoga Merger Sub, LLC (this company will be merged into Sidewinder Drilling LLC at time of the Merger and cease to exist) | 6960056 | None | Delaware | 20475 State Highway 249, Suite 300, Houston, TX 77070 |
Sidewinder Drilling LLC (this company’s name will be changed to ICD Operating LLC at time of the Merger) | 6301529 | [OMITTED FROM FILING] | Delaware | 20475 State Highway 249, Suite 300, Houston, TX 77070 |
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SCHEDULE 8
OWNED REAL PROPERTY
Entity of Record | Common Name and Address | Owned, Leased or Other Interest | Description of Lease or Other Documents Evidencing Interest | Purpose / | Improvements Located on Owned Real Property |
---|---|---|---|---|---|
Independence Contract Drilling, Inc. | 11601 North Galayda Street Houston, TX 77086 | Owned | N/A | Operations (to be sold) | Yes |
Independence Contract Drilling, Inc. | 7444 GETTY RD HOUSTON, TX 77086 | Owned | N/A | Operations (to be sold) | Yes |
Independence Contract Drilling, Inc. | 11609 N GALAYDA ST HOUSTON, TX 77086 | Owned | N/A | Operations (to be sold) | Yes |
Independence Contract Drilling, Inc. | 11611 N HOUSTON ROSSLYN RD HOUSTON, TX 77086 | Owned | N/A | Operations (to be sold) | Yes |
Independence Contract Drilling, Inc. | 7401 GETTY RD HOUSTON, TX 77086 | Owned | N/A | Operations (to be sold) | No |
Independence Contract Drilling, Inc. | 11617 N GALAYDA ST HOUSTON, TX 77086 | Owned | N/A | Operations (to be sold) | Yes |
Sidewinder Drilling Inc. | 164 Sherman Way, Kensett, AR | Owned | N/A | Vacant, listed for sale | Yes |
Sidewinder Drilling Inc. | 9105 W CR 127, Midland, TX 79706 | Owned | N/A | Office / Storage | Yes |
Sidewinder Drilling Inc. | 803 Highway 112 North, Pocola, OK 74902 | Owned | N/A | Office / Storage | Yes |
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SCHEDULE 9
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
[CONFIDENTIAL - OMITTED FROM FILING]
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SCHEDULE 10
CONTROLLED ACCOUNT BANKS
Wells Fargo Bank, National Association
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SCHEDULE 11
LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS
Grantor | Jurisdictions |
Independence Contract Drilling, Inc. | Delaware |
ICD Operating LLC | Delaware |
Patriot Saratoga Merger Sub, LLC | Delaware |
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SCHEDULE 12
MOTOR VEHICLES AND OTHER TITLED ASSETS
Following the consummation of the Merger, ICD will own, directly and indirectly, the following rigs:
1. | Rig 101 |
2. | Rig 102 |
3. | Rig 103 |
4. | Rig 104 |
5. | Rig 105 |
6. | Rig 106 |
7. | Rig 107 |
8. | Rig 127 |
9. | Rig 128 |
10. | Rig 129 |
11. | Rig 130 |
12. | Rig 201 |
13. | Rig 202 |
14. | Rig 203 |
15. | Rig 204 |
16. | Rig 205 |
17. | Rig 206 |
18. | Rig 207 |
19. | Rig 208 |
20. | Rig 209 |
21. | Rig 210 |
22. | Rig 211 |
23. | Rig 212 |
24. | Rig 214 |
25. | Rig 217 |
26. | Rig 218 |
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27. | Rig 219 |
28. | Rig 220 |
29. | Rig 221 |
30. | Rig 222 |
31. | Rig 223 |
32. | Rig 224 |
33. | Rig 58 |
34. | Rig 64 |
35. | Sidewinder Rigs 60, 125, 126, 220, 222, 223, 224 & 227 |
36. | Sidewinder Mechanical Rigs will be owned but subject to agreement to sell with all proceeds to be distributed to Sidewinder Unitholders as part of merger consideration. |
ICD has title to the following vehicles:
Year | Make | Model | VIN | PLATE |
2012 | Chevrolet | Silverado 2500 HD | 1GC2KVCGXCZ301576 | CBP 1510 |
2012 | Chevrolet | Silverado 2500 LWB | 1GC2KVCG1CZ288572 | CBP 1511 |
In addition to these vehicles, ICD has leases for additional vehicles, but does not currently own such vehicles.
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ANNEX 1 TO GUARANTY AND SECURITY AGREEMENT
FORM OF JOINDER
Joinder No. ____ (this “Joinder”), dated as of ____________ 20___, to the Guaranty and Security Agreement, dated as of October 1, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated October 1, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Independence Contract Drilling, Inc., a Delaware corporation (“ICD”), ICD Operating LLC, a Delaware limited liability company and successor by Merger to Patriot Saratoga Merger Sub, LLC (“ICD Operating”; ICD, together with ICD Operating, each a “Borrower”), the lenders party thereto (each, a “Lender” and collectively, “Lenders”), and Agent, Lenders have agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and
WHEREAS, initially capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Joinder shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis;
WHEREAS, Grantors have entered into the Guaranty and Security Agreement in order to induce the Lender Group and the Bank Product Providers to make certain financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements;
WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 26 of the Guaranty and Security Agreement, certain Subsidiaries of the Loan Parties must execute and deliver certain Loan Documents, including the Guaranty and Security Agreement, and the joinder to the Guaranty and Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Joinder in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers; and
WHEREAS, each New Grantor (a) is [an Affiliate] [a Subsidiary] of Borrowers and, as such, will benefit by virtue of the financial accommodations extended to Borrowers by the Lender Group or the Bank Product Providers, and (b) by becoming a Grantor will benefit from certain rights granted to the Grantors pursuant to the terms of the Loan Documents and the Bank Product Agreements.
NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:
1 If new Grantor is a Borrower, provision may not be included.
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[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Guaranty and Security Agreement to be executed and delivered as of the day and year first above written.
NEW GRANTORS:[Name of New Grantor]
By:
Name:
Title:
[Name of New Grantor]
By:
Name:
Title:
AGENT: | WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent |
By:
Name:
Its Authorized Signatory
[SIGNATURE PAGE TO JOINDER NO. ___ TO GUARANTY AND SECURITY AGREEMENT]
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EXHIBIT A
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this ___ day of ___________, 20__, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
W I T N E S S E T H:
WHEREAS, 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 Independence Contract Drilling, Inc., a Delaware corporation (“ICD”), ICD Operating LLC, a Delaware limited liability company and successor by Merger to Patriot Saratoga Merger Sub, LLC (“ICD Operating”; ICD, together with ICD Operating, each a “Borrower”), the lenders party thereto (each, a “Lender” and collectively, “Lenders”), and Agent, Lenders have agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and
WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as of October 1, 2018 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty and Security Agreement”); and
WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Copyright Security Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:
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8.Intercreditor Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE AGENT PURSUANT TO THIS COPYRIGHT SECURITY AGREEMENT IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE CREDIT AGREEMENT). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS COPYRIGHT SECURITY AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.
GRANTORS: | [Name of Grantor] |
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| By: |
| Name: |
| Title: |
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| [Name of Grantor] |
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| Name: |
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AGENT: | ACCEPTED AND ACKNOWLEDGED BY: |
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| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent |
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| Name: |
| Its Authorized Signatory |
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[SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT]
279489973v.2
SCHEDULE I
to
COPYRIGHT SECURITY AGREEMENT
Copyright Registrations
Grantor | Country | Copyright | Registration No. | Registration Date |
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Copyright Licenses
EXHIBIT B
PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this ___ day of ___________, 20__, by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
W I T N E S S E T H:
WHEREAS, 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 Independence Contract Drilling, Inc., a Delaware corporation (“ICD”), ICD Operating LLC, a Delaware limited liability company and successor by Merger to Patriot Saratoga Merger Sub, LLC (“ICD Operating”; ICD, together with ICD Operating, each a “Borrower”), the lenders party thereto (each, a “Lender” and collectively, “Lenders”), and Agent, Lenders have agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and
WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as of October 1, 2018 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty and Security Agreement”); and
WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Patent Security Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:
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3
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8.Intercreditor Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE AGENT PURSUANT TO THIS PATENT SECURITY AGREEMENT IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE CREDIT AGREEMENT). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS PATENT SECURITY AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be executed and delivered as of the day and year first above written.
GRANTORS: | [Name of Grantor] |
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| Name: |
| Title: |
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| [Name of Grantor] |
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| By: |
| Name: |
| Title: |
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AGENT: | ACCEPTED AND ACKNOWLEDGED BY: |
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| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent |
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| By: |
| Name: |
| Its Authorized Signatory |
[SIGNATURE PAGE TO PATENT SECURITY AGREEMENT]
279489973v.2
SCHEDULE I
to
PATENT SECURITY AGREEMENT
Patents
Grantor | Country | Patent | Application/ Patent No. | Filing Date |
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Patent Licenses
279489973v.2
EXHIBIT C
PLEDGED INTERESTS ADDENDUM
This Pledged Interests Addendum, dated as of _________ __, 20___ (this “Pledged Interests Addendum”), is delivered pursuant to Section 7 of the Guaranty and Security Agreement referred to below. The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Guaranty and Security Agreement, dated as of October 1, 2018, (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), made by the undersigned, together with the other Grantors named therein, to WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent. Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Pledged Interests Addendum shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. The undersigned hereby agrees that the additional interests listed on Schedule I shall be and become part of the Pledged Interests pledged by the undersigned to Agent in the Guaranty and Security Agreement and any pledged company set forth on Schedule I shall be and become a “Pledged Company” under the Guaranty and Security Agreement, each with the same force and effect as if originally named therein.
This Pledged interests Addendum is a Loan Document. Delivery of an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Pledged Interests Addendum. If the undersigned delivers an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission, the undersigned shall also deliver an original executed counterpart of this Pledged Interests Addendum but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Pledged Interests Addendum.
The undersigned hereby certifies that the representations and warranties set forth in Section 6 of the Guaranty and Security Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and as of the date hereof.
THIS PLEDGED INTERESTS ADDENDUM SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
[signature page follows]
279489973v.2
IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests Addendum to be executed and delivered as of the day and year first above written.
[___________________]
By:
Name:
Title:
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SCHEDULE I
to
PLEDGED INTERESTS ADDENDUM
Pledged Interests
Name of Grantor | Name of Pledged Company | Number of Shares/Units | Class of Interests | Percentage of Class Owned | Certificate Nos. |
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2
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EXHIBIT D
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this ___ day of ___________, 20__, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
W I T N E S S E T H:
WHEREAS, 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 Independence Contract Drilling, Inc., a Delaware corporation (“ICD”), ICD Operating LLC, a Delaware limited liability company and successor by Merger to Patriot Saratoga Merger Sub, LLC (“ICD Operating”; ICD, together with ICD Operating, each a “Borrower”), the lenders party thereto (each, a “Lender” and collectively, “Lenders”), and Agent, Lenders have agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and
WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as of as of October 1, 2018 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty and Security Agreement”); and
WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Trademark Security Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:
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4
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8.Intercreditor Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE AGENT PURSUANT TO THIS TRADEMARK SECURITY AGREEMENT IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE CREDIT AGREEMENT). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS TRADEMARK SECURITY AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
[signature page follows]
5
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IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.
GRANTORS: | [Name of Grantor] |
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| By: |
| Name: |
| Title: |
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| [Name of Grantor] |
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AGENT: | ACCEPTED AND ACKNOWLEDGED BY: |
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| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent |
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| By: |
| Name: |
| Its Authorized Signatory |
[SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT]
279489973v.2
SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
Trademark Registrations/Applications
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Trade Names
Common Law Trademarks
Trademarks Not Currently In Use
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279489973v.2