AMENDMENT NO. 6 TO credit AGREEMENT
AMENDMENT NO. 6 TO credit AGREEMENT
This AMENDMENT NO. 6 TO credit AGREEMENT (the “Amendment”), is dated as of April 18, 2024 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”), XXXXX 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 Xxxxxxx 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:
(j) (1) Accounts with respect to an Account Debtor (other than as set forth in clauses (j)(2) and (j)(3) below) whose Eligible Accounts owing to Borrowers exceed 15% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, solely to the extent of the obligations owing by such Account Debtor in excess of such percentage, (2) Accounts with respect to [Endeavour]1, whose Eligible Accounts owing to Borrowers exceed 25% (such percentage, as applied to such Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, solely to the extent of the obligations owing by such Account Debtor in excess of such percentage, and (3) Accounts with respect to [DiamondBack Energy]2, whose Eligible Accounts owing to Borrowers exceed 30% (such percentage, as applied
1 NTD: To provide full legal name
2 NTD: To provide full legal name
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to such Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, solely to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,
(a) The Agent (or its counsel) shall have received the following, in form and substance acceptable to Agent:
(i)a counterpart of this Amendment signed on behalf of each Loan Party and each Lender;
(ii)an Officer’s Certificate of each Loan Party certifying (i) that the resolutions of such Loan Party, which were certified and delivered to Agent pursuant to the Officer’s Certificate of such Loan Party dated October 1, 2018, continue in full force and effect and have not been terminated, amended or otherwise modified, and such resolutions authorize the execution and delivery of this Amendment, and any other agreement or instruments required hereunder by each Loan Party and the performance by each Loan Party of its obligations hereunder and thereunder, (ii) that the organizational documents of each Loan Party attached to such certificate are true, correct and complete copies of such organizational documents as in effect on the date hereof, and (iii) the names and genuine signatures of each of the officers and agents of such Loan Party who are authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of such Loan Party;
(iii)any and all other documents, instruments, writings, agreements, and information as Agent may reasonably request.
2
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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/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: EVP & CFO
SIDEWINDER DRILLING LLC
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: EVP & CFO
Amendment No. 5 to Credit Agreement
AGENT AND LENDER:XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Agent and Lender
By: /s/ Xxxx Xxxxxxxxxx
Name:Xxxx Xxxxxxxxxx
Title:Authorized Signatory
Amendment No. 5 to Credit Agreement