Independence Contract Drilling, Inc. as the Company and issuer, THE GUARANTORS PARTY HERETO, as Guarantors, and as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of February 27, 2024 Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026
Independence Contract Drilling, Inc.
as the Company and issuer,
THE GUARANTORS PARTY HERETO,
as Guarantors,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
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THIRD SUPPLEMENTAL INDENTURE
________________________________
Dated as of February 27, 2024
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Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026
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This THIRD SUPPLEMENTAL INDENTURE, dated as of February 27, 2024 (this “Third Supplemental Indenture”), is by and among Independence Contract Drilling, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantor named on the signature page hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
WHEREAS, the Company, the Guarantor and the Trustee have executed and delivered an indenture, dated as of March 18, 2022 (as amended, supplemented or otherwise modified prior to the date hereof, including without limitation the First Supplemental Indenture dated July 21, 2022 and Second Supplemental Indenture dated February 24, 2023, the “Indenture”), providing for the issuance of Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the “Notes”);
WHEREAS, Section 3.39 of the Indenture contains limitations on Capital Expenditures based on the CapEx Adjustment;
WHEREAS, Section 9.02 of the Indenture provides for the amendment and supplement of the Indenture with the consent of each affected Holder with respect to the matters set forth therein, and the Holders of all of the outstanding Notes have consented to the execution and delivery of this Supplemental Indenture; and
WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantor, and the Trustee mutually covenant and agree as follows:
Section 3.39Limitation on Capital Expenditures
The Company will not make or commit to make, or permit any Subsidiary to make or commit to make, any Capital Expenditures for any fiscal period set forth below to exceed the amount set forth below opposite such fiscal period of the Company without the approval of the Required Holders:
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Notwithstanding the foregoing, the Company and its Subsidiaries may make additional Capital Expenditures in any Fiscal Year to the extent that such additional Capital Expenditures are funded entirely with the proceeds of a Qualified Common Stock Offering of the Company. For the purposes of calculating Capital Expenditures for any fiscal period, a Capital Expenditure will be deemed to have occurred during the fiscal period in which such Capital Expenditure is actually made, or, if earlier, the period in which the commitment for such Capital Expenditure was entered into; provided, however, that in no event shall a commitment for, and the actual making of, a particular Capital Expenditure be double counted for the purposes of calculating Capital Expenditures. For purposes of this Section 3.39, the term “2024 Rollover Amount” means the amount, not to exceed $2,000,000, equal to the amount that the 2024 Capex Amount exceeds the actual amount of Capital Expenditures subject to the Capital Expenditure limitation with respect to the 2024 Capex Period.
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[Signature pages follow.]
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SIGNATURES
IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed, all as of the date first above written.
| | |
| By: | /s/ Xxxxxx X. Xxxxxx |
| | Name:Xxxxxx X. Xxxxxx Xxxxx:Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
| | |
| | Guarantor |
| | Sidewinder Drilling, LLC, as Guarantor |
| By: | /s/ Xxxxxx X. Xxxxxx |
| | Xxxxx:Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
[Signature Page to ICD Third Supplemental Indenture]
TRUSTEE:
U.S. Bank Trust Company, National Association, as Trustee
By:__/s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Vice President
[Signature Page to ICD Third Supplemental Indenture]
