SECOND MODIFICATION TO LOAN AND SECURITY AGREEMENT

Exhibit 10.16

SECOND MODIFICATION TO

LOAN AND SECURITY AGREEMENT

This Second Modification to Loan and Security Agreement (“Second Modification Agreement”) is made effective and entered into this 31st day of January, 2014, by and between BISON DRILLING AND FIELD SERVICES LLC, a Delaware limited liability company (“Borrower”) and INTERNATIONAL BANK OF COMMERCE (the “Lender”).

WITNESSETH:

WHEREAS, on or about May 31, 2013, Borrower and Lender entered into that certain Loan and Security Agreement (the “Loan Agreement”) pursuant to which Borrower executed and delivered to Lender two promissory notes, as follows (1) that certain Revolving Line of Credit Promissory Note in the face amount of $5,000,000, with a maturity date of June 1, 2014 (“Revolving Note”); and (2) that certain Promissory Note in the face amount of $30,000,000, with a maturity date of April 1, 2017 (the “Term Note”) (the Revolving Note and Term Note are collectively referred to as the “Notes”);

WHEREAS, on or about August 27, 2013, Borrower and Lender executed that certain First Modification to Loan and Security Agreement (the “First Modification”) which modified certain provisions of the Loan Agreement, specifically relating to Collateral, Use of Proceeds and the Fixed Charge Coverage Ratio;

WHEREAS, Borrower has requested Lender to advance additional funds to Borrower in order to fund an acquisition of additional drilling equipment to be included as Collateral under the Loan Agreement;

WHEREAS, Lender has agreed to such an advance and Borrower and Lender wish to modify certain terms of the Loan Agreement, as provided for herein; and

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Lender and Borrower hereby covenant and agree as follows:

1. Modification of Loan: Subject to the conditions to lending set forth below, Lender agrees to lend to Borrower an additional Twenty-Five Million Dollars ($25,000,000) under the terms of that certain Amended and Restated Promissory Note (the “Amended Term Note”) and agrees to modify the Loan Agreement as set forth in this Second Modification Agreement:

(a) Conditions to Lending. Prior to advancing funds under the Amended Term Note, Lender requires the following conditions to be met:

(i) Borrower must provide Lender copies of the fully executed agreements with Xxxxxxx Oil and Lantern Drilling as well as documentation supporting Borrower’s acquisition of five additional drilling rigs from each of Siemens Financial Services, Inc., Banc of America Leasing Capital, LLC, Xxxxx Fargo Equipment Finance Inc. and RBS

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 1

Asset Finance, Inc. for a total purchase price of Forty-Seven Million Dollars ($47,000,000) (the “New Rigs”), which documentation shall include payoff letters and proposed forms of bills of sale or other transfer documentation from each financial institution; and all of the agreements and transfer documentation when read together must provide Lender with reasonable assurances that the New Rigs are free of any and all encumbrances and that Lender is reasonably protected against the same;

(ii) Borrower must provide Lender with a detailed manifest of all equipment comprising the New Rigs, complete with serial numbers or VIN numbers where appropriate;

(iii) Borrower must provide Lender with verifiable proof of Borrower’s additional source of funds needed to acquire the New Rigs, and such proof must evidence a capital infusion by one of the Members of Borrower and must not be in the form of a loan; and

(iv) Borrower must obtain and deliver to Lender certain Limited Guaranty Agreements executed by each of Wexford Capital, L.P. and Lambda Investors, LLC.

(b) Omnibus Modification. All references to the “Term Loan” or “Term Note” in the Loan Agreement and the First Modification are hereby modified to include the Amended Term Note and to reflect a principal balance of $51,863,284.12, as set forth in the Amended Term Note. The Amended Term Note is accepted not in payment of but to increase and modify the terms of the Term Note.

2. Modification/Addition of Collateral: Lender and Borrower desire to amend the descriptions of Collateral contained on Schedule 1 of the Loan Agreement to include the New Rigs, as follows:

(a) Schedule 1: Schedule 1 of the Loan Agreement is hereby modified and supplemented with the Schedule 1-Supplement attached hereto to reflect the additional Collateral that makes up the New Rigs.

(b) Additional UCC Filings: Lender is authorized make any and all UCC filings necessary to reflect Lender’s security interest in the additional Collateral that makes up the New Rigs.

3. Modification and/or Replacement of Certain Provisions.

(a) The following definition is hereby added as Section 1.42 to “Section 1. CONSTRUCTION AND DEFINITION OF TERMS” of the Loan Agreement:

1.42. “Limited Guaranties” shall mean those certain Limited Guaranty Agreements executed of even date herewith by each of Wexford Partners 11, L.P. and Lambda Investors, LLC. The Limited Guaranties are specifically included in the definition of the “Loan Documents”.

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 2

(b) The following provision is hereby added as Section 2.1(c) to the Loan Agreement:

2.1(c). Term Note Use of Additional Proceeds. Lender agrees to lend to Borrower the additional funds under the Amended Term Note for the specific purpose of partially funding Borrower’s acquisition of the New Rigs.

(c) Section 6.20 of the Loan Agreement and the First Modification is hereby deleted and replaced with the following provision:

6.20. Fixed Charge Coverage Ratio. Beginning with the quarter-ending June 30, 2014, Borrower will at all times maintain a Fixed Charge Coverage Ratio of not less than 1.35 to 1. Beginning with the quarter-ending June 30, 2014 through the quarter ending December 31, 2014, the Fixed Charge Coverage Ratio will be tested quarterly on the following basis: for the quarter-ending June 30, 2014 the test will cover the three months ending on June 30, 2014; for the quarter-ending September 30, 2014, the test will cover the six months ending September 30, 2014; for the quarter-ending December 31, 2014, the test will cover the nine months ending December 31, 2014. Beginning with the quarter-ending March 31, 2015, the Fixed Charge Coverage Ratio shall be calculated and tested quarterly on a rolling 4 quarters basis. The Fixed Charge Coverage Ratio is calculated as the EBITDA for the period minus Distributions, minus Non-Financed Capital Expenditures, divided by the sum of current maturities plus interest expense.

(d) Section 6.23 of the Loan Agreement is hereby deleted and replaced with the following provision:

6.23. Minimum Tangible Net Worth. Borrower shall maintain at all times a Tangible Net Worth of at least FIFTY MILLION and 00/100 DOLLARS ($50,000,000), calculated and tested quarterly.

(e) The following provision is hereby added as Section 6.26 to “Section 6. AFFIRMATIVE COVENANTS” of the Loan Agreement:

6.26. Calculation of Financial Covenants. All financial covenants calculated under the Loan Agreement shall be based solely upon Borrower’s financial information and shall exclude any special or extraordinary items such as one-time gains or capital contributions, investments, loans or any other capital infusions by any Member of Borrower or any Affiliate thereof, which could artificially impact the Borrower’s financial position.

(f) Section 8.4 of the Loan Agreement is hereby deleted and replaced with the following provision:

8.4. Default under Loan Documents. The occurrence of an Event of Default under any of the Loan Documents related to either the Term Loan or the Revolving Loan. For the avoidance of doubt, the occurrence of an Event of Default under either the Term Loan or the Revolving Loan or the breach of any provision of the Limited Guaranties shall also be considered an Event of Default under the other Loan.

4. Loan Fee & Costs: Borrower shall pay Lender at closing a fee equal to one percent (1%) of the increased principal amount of the Term Loan which is equal to Two Hundred Fifty Thousand Dollars ($250,000.00), plus Lender’s attorneys’ fees incurred as a result of this transaction.

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 3

5. Effectiveness of Loan Documents: Except as specifically modified by the terms and provisions hereof, each and every of the terms and provisions of the Loan Documents (as defined in Section 1.29 of the Loan Agreement) are and shall remain in full force and effect and are hereby assumed, ratified, and confirmed; and the execution, delivery, and effectiveness of this Second Modification Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under any of the Loan Documents nor constitute a waiver of any provision of any of the Loan Documents. The parties hereto agree that the modifications herein contained to the Loan Documents shall not affect or impair the Loan Documents or any lien(s) securing the same.

6. Execution Counterparts: This Second Modification Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

7. Governing Law: The terms and provisions hereof shall be governed by, construed, and enforced in accordance with the laws of the State of Oklahoma.

8. Entire Agreement: This Second Modification Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may be amended only in writing, executed by all parties herein.

9. Modification Only. This agreement is only a modification of the Loan Agreement and not a novation. All terms and conditions of the Notes and all other Loan Documents executed in connection with said Notes shall remain in full force and effect.

10. Defined Terms. Any term not defined herein shall have the meaning set forth in the Loan Agreement.

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 4

IN WITNESS WHEREOF, the parties hereto have executed this Second Modification Agreement as of the date first above written.

BORROWER:				BISON DRILLING AND FIELD SERVICES LLC, a Delaware limited liability company
				By:		/s/ Xxxx Van’t Hof
						XXXX VAN’T HOF, Chief Executive Officer
LENDER:				INTERNATIONAL BANK OF COMMERCE
				By:		/s/ Xxxxxx X. Xxxxxx
						XXXXXX X. XXXXXX, President

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 5

SCHEDULE 1 - Supplement

To Loan and Security Agreement

(January 2014 supplement)

Additional Equipment Collateral

“New Rigs”

The Equipment described in Section 1.14(c) of the Loan and Security Agreement includes the additional equipment that makes up the New Rigs and includes but is not limited to the following listing:

RIG #10

RIG TYPE:		IDM Equipment 1600 A/C VFD Quicksilver Drilling System
DEPTH RANGE:		15,000’- 20,000’ with max casing load factor
DRAWWORKS:		New IDM MAC 1600-1600 HP Grooved for 1 3/8” drilling line Serial Number: AC5630
PUMPS:		2- 1600 HP Emsco Type Triplex Pumps Driven with 1500 A/C Drive Motors
		Mud Pump 1 Serial Number: 06-114
		Mud Pump 2 Serial Number: 06-100
POWERED BY:		3- Caterpillar D-3512 Diesel Engines with 1365 XX Xxxxx Generators
		Generator 1 Serial Number: 9RZ200480
		Generator 2 Serial Number: 9RZ00481
		Generator 3 Serial Number: 9RZ00492
MAST:		New 136’ IDM Xxxxxxx rated 750,000# with 12 lines
		Serial Number: M5630
SUB BASE:		IDM Telescoping sub 22’ High with 17-8” Clear Rotary HT
		Casting Capacity: 750,000 lb.		Set Back Capacity: 455,000 lb.
		Serial Number: 6-5630
ROTARY & DRIVE:		ZP-375 Table with 37 1/2” opening. Independent Drive with 1150 HP A/C Motors
BLOCKS:		New 400 Ton Traveling Blocks
DRILL PIPE:		14,102’ S-135 41/2” 16.60#/ft. XH Drill Pipe
DRILL COLLARS:		21- 6 1/2” DC’S		4 1/2 XH Connections
		9- 8” DC’S		6 5/8 Regular Connections
WATER TANKS:		1- 500 BARREL Tank with 2 X 3 Centrifugal Pumps
DIESEL TANKS:		300 BARREL Round Tank with 2- Xxxxx Diesel Feed Pumps
MUD TANKS I SHALE		2- 10’ W X 50’ L X 9’ H Round BTM Tanks 1000 BARREL Total Capacity with 2- 5 X 6 Cent Pumps mounted

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 6

PIT SUCTION PIT:		on each stand with a 63 barrel pit + (2) - 215 barrel compartments in the suction pit
IDM SCR HOUSE:		Power Control House equipped with all A/C Controls Synchronizing System control interface
DRILLERS CABIN:		Equipped with all stainless steel Drillers Controls Joy Stick & All controls - touch screen
COMPRESSORS:		2- Xxxxxxx Denver HRA2512S Compressors with 1 RNC Xxxxxxx Denver Refrigerated Air Dryer
SELF ELEVATING SOLID CONTROL MUD SKID:		Equipped with 3- Linear Motion King Cobra Shale Shaker 1- 1000 GPM Vacuum Degasser Xxxxxx 1- 16 Cone Desilter
XXXXX XXXXXXX:		1- New Hydraulic Controlled Xxxxx Xxxxxxx
TRIP TANK:		1- 70 BARREL Trip Tank with 1- 3 X 2 Centrifugal Pump
MUD GAS SEPERATOR & KILL MANIFOLD:		1- Self Elevating 1200 GPM Mud Gas Separator with 4” -10K Choke & Kill Manifold with 1- Manual & 1- Hydraulic Swaco Super Choke
WIRELINE:		Electric Wire line Machine with 15,000’ ---.092; Line Capable 20,000’---.082 Line
BOPE:		13 5/8” 5000 PSI Cameron Double and Single Ram BOPS, 13 5/8” 5000 PSI Cameron Annular BOP
		BOP Serial Number: 30285b
		Accumulator Serial Number: 401

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 7

RIG #14

RIG TYPE:		BHL 1500 HP SCR Split Level Type Drilling Rig
DEPTH RANGE:		15,000’- 17,000’ with max casing load factor
DRAWWORKS:		National NOV 1500 1500 UE Rated 1500 HP. Powered by two 800 HP GE/Traction Motors
		Auxiliary Brake: Wichita 1500 HP Disc Brake
		Serial Number: 106 004
PUMPS:		2 - Model FC - 1600 - 1600 HP Triplex Mud Pumps Powered by two GE752/Traction motors
		With K-20 gallon 5000 PSI Pulsation Dampeners, two 8 x 6 x 11 Centrifugal Charge Pumps
		3” X 5000 PSI Pop Offs
		Mud Pump 1 Serial Number: 06-331
		Mud Pump 2 Serial Number: 06-409
POWERED BY:		3 - Detroit Diesel 12V4000 1500 HP Engines
		3 - Kato 1365 KW Generators for SCR Applications
		Generator 1 Serial Number: 5262003263
		Generator 2 Serial Number: 5262003193
		Generator 3 Serial Number: 5262003140
TOP DRIVE		Canrig Model 1035 AC 1000 HP 350 Ton Unit with AC Control House
		Serial Number: 838
		House Serial Number: J11628
MAST:		146’ Cantilever/Split Level Mast 750,000 lb. Hook Load Capacity
		Xxxxxxx will accommodate a 500 ton Top Drive Unit
		Serial Number: M-5060-11-08
SUBBASE:		SL - 146 Split Level Sub Base. Drill Floor Height: 25”
		Casting Capacity: 750,000 lb.		Set Back Capacity: 400,000 lb.
		Serial Number: S-5060-11-08
ROTARY & DRIVE:		37 1/2” 500 Ton Powered by GE/Traction Motor
		Serial Number: 806-6-3
BLOCKS:		500 Ton with Six 50” Sheaves Grooved 1 3/8” Line
SWIVEL:		000 Xxx
XXXXX PIPE:		15,000’ Grade S – 4 1/2” With IF Connections
DRILL COLLARS:		16 - 6 1/4” with 4 1/2” XH Connections		5 - 8” with 6 5/8” Regular Connections
WATER TANKS:		0 - 000 XXXXXX

XXX / XXXXX DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 8

DIESEL TANKS:		300 BARREL with 2 Diesel Purifiers
MUD TANKS / SHALE		Shale Pit 500 BARREL With 3 - MCM Shale Shakers. 2 - 6 x 5 x 11 Centrifugal Pumps
PIT SUCTION PIT:		1 - 12 Cone Desilter. 1 - 1 Cone Desander
		Intermediate Tank 500 BARREL with 3 Mud Agitators
		Suction Pit 500 BARREL with 2 - 6 x 5 x 11 Centrifugal Pumps
		3 - Mud Agitators		2 - Mud Mixing Hoppers
		All Pits Fitted with Telescoping Roof Covers
SCR HOUSE:		3 - Generator x 4 SCR System		000 XXX, 00x XXX 0 Xxxxx
		Xxxxx 1,600 Amps, 60 Hz		Output; 750 VDC, 2000 Amp ADC
		Climate Controlled, Self-contained Unit
		Serial Number: 08-8764
COMPRESSORS:		2 - Screw Type, 173 CFM, 125 PSI
XXXXX XXXXXXX:		Air Driven with Reverse
TRIP TANK:		100 BARREL with 1 - 3 x 4 x 13 Centrifugal Pump
GAS BUSTER:		1 -OEM Poor Boy 24”
CHOKE & KILL MANIFOLD:		1 - 10,000 PSI with 2 9/16” Hydraulic Adjustable Choke 1 - Remote Control Panel on Rig Floor
WIRELINE:		Electric 15,000’ .092 Wire
WELL CONTROL:		1 - Annular type 13 5/8” Xxxxxxx 5000 PSI
		1 - Ram Type 13 5/8” 5,000 PSI Cameron Type U Double
		1 - Ram Type 13 5/8” 5,000 PSI Cameron Type U Double Type U Single
		Serial Number: 4374
IRON ROUGHNECK:		Xxxxx & Xxxx XX 1100
		Serial Number: FH0145BV
		HPU Serial Number: HPU0045BV

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 9

RIG #15

RIG TYPE:		BHL 1500 HP SCR Split Level Type Drilling Rig
DEPTH RANGE:		15,000’- 17,000’ with max casing load factor
DRAWWORKS:		National NOV 1500 UE Rated 1500 HP. Powered by two 800 HP GE/Traction Motors
		Auxiliary Brake: Wichita 1500 HP Disc Brake
PUMPS:		2 - Model FC - 1600 - 1600 HP Triplex Mud Pumps Powered by two GE752/Traction motors.
		With K-20 gallon 5000 PSI Pulsation Dampeners, two 8 x 6 x 11 Centrifugal Charge Pumps.
		3” X 5000 PSI Pop Offs
		Mud Pump 1 Serial Number: 08-079
		Mud Pump 2 Serial Number: 08-075
POWERED BY:		3 - Detroit Diesel 12V4000 1500 HP Engines
		3 - Kato 1365 KW Generators for SCR Applications
		Generator 1 Serial Number: 19185-01
		Generator 2 Serial Number: 19185-03
		Generator 3 Serial Number: 19017-03
MAST:		146’ Cantilever/Split Level Mast 750,000 lb. Hook Load Capacity
		Xxxxxxx will accommodate a 500 ton Top Drive Unit
		Serial Number: M-5065-01-09
TOP DRIVE:		Canrig Model 1035 AC 1000HP 350 Ton with AC Control House
		Serial Number: 848
SUB BASE:		SL - 146 Split Level Sub Base. Drill Floor Height: 25”
		Casting Capacity: 750,000 lb.		Set Back Capacity: 400,000 lb.
		Serial Number: S-5065-01-09
ROTARY & DRIVE:		37 1/2” 500 Ton Powered by GE/Traction Motor
BLOCKS:		500 Ton with Six 50” Sheaves Grooved 1 3/8” Line
SWIVEL:		000 Xxx
XXXXX PIPE:		14,963’ Grade S - 4 1/2” With IF Connections
DRILL COLLARS:		20 - 6 1/4” with 4 1/2” XH Connections		6 - 8” with 6 5/8” Regular Connections
WATER TANKS:		1 - 500 BARREL
DIESEL TANKS:		300 BARREL with 2 Diesel Purifiers
MUD TANKS / SHALE		Shale Pit 500 BARREL With 3 - MCM Shale Shakers. 2 - 6 x 5 x 11 Centrifugal Pumps

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 10

PIT SUCTION PIT:		1 - 12 Cone Desilter. 1 - 1 Cone Desander
		Intermediate Tank 500 BARREL with 3 Mud Agitators
		Suction Pit 500 BARREL with 2 - 6 x 5 x 11 Centrifugal Pumps
		3 - Mud Agitators		2 - Mud Mixing Hoppers
		All Pits Fitted with Telescoping Roof Covers.
SCR HOUSE:		3 - Generator x 4 SCR System 000 XXX, 00x XXX 0 Xxxxx
		Xxxxx 1,600 Amps, 60 Hz		Output; 750 VDC, 2000 Amp ADC
		Climate Controlled, Self-Contained Unit
		Serial Number: 08-8770
COMPRESSORS:		2 - Screw Type, 173 CFM, 125 PSI
XXXXX XXXXXXX:		Air Driven with Reverse
TRIP TANK:		100 BARREL with 1 - 3 x 4 x 13 Centrifugal Pump
GAS BUSTER:		1 - OEM Poor Boy 24”
CHOKE & KILL MANIFOLD:		1 - 5,000 PSI with 2 9/16” Hydraulic Adjustable Choke 1 - Remote Control Panel on Rig Floor
WIRELINE:		Electric 15,000’ .092 Wire
WELL CONTROL:		1 -Annular type 13 5/8” Xxxxxxx 5000 PSI
		1 -Type 13 5/8” 10,000 PSI Cameron Type U Double
		1 -Type 13 5/8” 10,000 PSI Cameron Type U Single
		Serial Number: 0809126
		Accumulator Serial Number: 4375
IRON ROUGHNECK:		Xxxxx & Xxxx XX 1100
		HPU Serial Number: HPU0047V

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 11

RIG #16

RIG TYPE:		IDM Equipment 1600 A/C VFD Quicksilver Drilling System
DEPTH RANGE:		15,000’- 20,000’ with max casing load factor
DRAWWORKS:		New IDM MAC 1600-1600 HP Grooved for 1 3/8” drilling line
		Serial Number: 5787 / 442669
PUMPS:		2- 1600 HP Triplex Pumps - EMSCO type Pumps. Independent Driven with 1500 A/C Drive Motors
		Mud Pump 1 Serial Number: 2008-1 / PP08051481
		Mud Pump 1 Serial Number: 2008-3 / PP08051364
POWERED BY:		3 - Caterpillar D-3512 Diesel Engines with 1365 XX Xxxxx Generators
		Generator 1 Serial Number: LLA 01120 / 9R200802
		Generator 2 Serial Number: LLA 01133 / 9R200803
		Generator 3 Serial Number: LLA 01141 / 9R200804
MAST:		New 136’ IDM Xxxxxxx rated 750,000# with 12 lines
		Serial Number: 5787M
SUB BASE:		IDM Telescoping sub 22’ High w/17-8” Clear Rotary HT. 750,000 CSG load w/455,000 Setback Capacity
		Serial Number: 5787S
ROTARY & DRIVE:		ZP-375 Table with 37 1/2” opening.		Independent Drive with 1150 HP A/C Motors
BLOCKS:		New 400 Ton Traveling Blocks
SWIVEL:		400 Ton TBD Swivel
DRILL PIPE:		14,044 Grade S-135 5” Drill pipe, 4 1/2” I F Connections
DRILL COLLARS:		13 - 6 1/2” DC’s		4 1/2 XH Connections
		6 - 8” DC’s		6 5/8 Regular Connections
WATER TANKS:		1 - 500 BARREL Tank with 2 X 3 Centrifugal Pumps
DIESEL TANKS:		300 BARREL Round Tank with 2 - Xxxxx Diesel Feed Pumps
MUD TANKS / SHALE		2 - 10” W X 50’ L X 9’ H Round BTM Tanks 1000 BARREL Total Capacity with 2 – 5 X 6 Cent
PIT SUCTION PIT:		Pumps mounted on each end with a 63 barrel pit + (2) - 215 barrel compartments in the suction pit
IDM SCR HOUSE:		Power Control House equipped with all A/C Controls Synchronizing System control interface
		Serial Number: 5787VFD

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 12

DRILLERS CABIN:		Equipped with all stainless steel Drillers Controls Joy Stick & All controls - touch screen
COMPRESSORS:		2 - Xxxxxxx Denver HRA2512S Compressors with 1 RNC Xxxxxxx Denver Refrigerated Air Dryer
SELF ELEVATING SOLID CONTROL MUD SKID:		Equipped with 3 - Linear Motion Swaco Mongoose Shakers 1-1000 GPM Vacuum Degasser Xxxxxx 1 - 16 Cone Desilter
XXXXX XXXXXXX:		1- New Hydraulic Controlled Xxxxx Xxxxxxx
TRIP TANK:		1 - 70 Barrel Trip Tank with 1 - 3 X 2 Centrifugal Pumps
MUD GAS SEPARATOR & KILL MANIFOLD:		1 - Self Elevating 1200 GPM Mud Gas Separator with 4” - 10K Choke & Kill Manifold with 1 - Manual & 1 - Hydraulic Swaco Super Choke
WIRELINE:		Electric Wire Line Machine with 15,000’---.092 Line Capable 20,000’---.082 Line
WELL CONTROL:		13 5/8” X 10,000 PSI Cameron U Type Double and Single Ram BOP’s 13 5/8” Xxxxxxx type Annular
		10,000 PSI Choke and Kill Manifold with Adjustable Hydraulic Super Choke
		Single Ram Serial Number: CP-151687/2
		Double Ram Serial Number: CP-151687/2
		Accumulator Serial Number: 4435
TOP DRIVE:		350 Ton Canrig Model 0000 XX Xxx Xxxxx Xxxx
		Xxxxxx Number: 745
WALKING SYSTEM:		Walking system to walk fully erected rig across level, stabilized and matted location from one well site
		To the next at 40’ per hour manually rotated to move in 8 directions
		Serial Number: 5787

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 13

RIG #17

RIG TYPE:		IDM Equipment 1600 A/C VFD Quicksilver Drilling System
DEPTH RANGE:		15,000’ - 20,000’ with max casing load factor
DRAWWORKS:		New IDM MAC 1600-1600 HP Grooved for 1 3/8” drilling line
		Serial Number: 5788D
PUMPS:		2 - 1600 HP Triplex Pumps China - EMSCO Pumps. Independent Driven with 1500 A/C Drive Motors
		Mud Pump 1 Serial Number: 2008-11 / PP08123486
		Mud Pump 2 Serial Number: 2008-10 / PP08123576
POWERED BY:		3 - Caterpillar D-3512 Diesel Engines w / 1365 XX Xxxxx Generators
		Generator 1 Serial Number: 9RZ00716
		Generator 2 Serial Number: 9RZ00714
		Generator 3 Serial Number: 9RZ00633
MAST:		New 136’ IDM Xxxxxxx rated 750,000# with 12 lines
		Serial Number: 5788M
TOP DRIVE:		Canrig Model 1035 AC 1000HP 350 ton Top Drive Unit
		Serial Number: 866
SUB BASE:		IDM Telescoping sub 22’ High w/17-8” Clear Rotary HT 750,000 CSG load w/ 455,000 Setback Capacity
		Serial Number: 5788S
ROTARY & DRIVE:		ZP - 375 Table with 37 1/2” opening. Independent Drive with 1150 HP A/C Motors
BLOCKS:		New 400 Ton Traveling Blocks
SWIVEL:		400 Ton King Swivel
DRILL PIPE:		17,388’ Grade S Drill pipe, 4 1/2” I F Connections
DRILL COLLARS:		24 - 6 1/2” DC’s 4 1/2 XH Connections
		8 - 8” DC’s 6 5/8 Regular Connections
WATER TANKS:		1 - 500 Barrel Tank with 2 X 3 Centrifugal Pumps
DIESEL TANKS:		300 Barrel Round Tank with 2 - Xxxxx Diesel Feed Pumps
MUD TANKS / SHALE		2 - 10” W X 50’ L X 9’ H Round BTM Tanks 1000 Barrel Total Capacity with 2 - 5 X 6 Cent
PIT SUCTION PIT:		Pumps mounted on each end with a 63 barrel pit + (2) - 215 barrel compartments in the suction pit

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 14

IDM SCR HOUSE:		Power Control House equipped with all A/C Controls Synchronizing System control interface
DRILLERS CABIN:		Equipped with all stainless steel Drillers Controls Joy Stick & All controls - touch screen
COMPRESSORS:		2 - Xxxxxxx Denver HRA2512S Compressors with 1 RNC Xxxxxxx Denver Refrigerated Air Dryer
SELF ELEVATING SOLID CONTROL MUD SKID:		Equipped with 3 Linear Motion Swaco Mongoose Shakers 1 - 1000 GPM Vacuum Degasser Xxxxxx 1 - 16 Cone Desilter
XXXXX XXXXXXX:		1-New Hydraulic Controlled Xxxxx Xxxxxxx
TRIP TANK:		1 - 70 Barrel Trip Tank with 1 - 3 X 2 Centrifugal Pump
MUD GAS SEPARATOR & KILL MANIFOLD:		1 - Self Elevating 1200 GPM Mud Gas Separator with 4”- 10K Choke & Kill Manifold with 1 - Manual & 1 - Hydraulic Swaco Super Choke
WIRELINE:		Electric Wire Line Machine with 15,000’---.092 Line Capable 20,000’---.082 Line
WELL CONTROL:		13 5/8” X 5,000 PSI Cameron U Type Double Ram and Single Ram BOP’s
		13 5/8” X 5,000 PSI Xxxxxxx Annular BOP. 5,000 PSI Choke and Kill Manifold with Adjustable Hydraulic Choke
		Serial Number: 4436

IBC / BISON DRILLING		Schedule 1 – Description of Collateral
SECOND MODIFICATION TO LOAN & SECURITY AGREEMENT || EXECUTION VERSION		Page 15