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:
(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)Reference to and Effect on Indenture. Upon the date hereof, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this Third Supplemental Indenture, unless the context requires otherwise. This Third Supplemental Indenture shall form a part of the Indenture for all purposes.
(3)Amendment to Section 3.39 of the Indenture. Section 3.39 of the Indenture is hereby amended and restated 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:
