Exhibit 10.2
	
	THIRD

A
MENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), is dated as of July 31, 2022 and is made by and among INDEPENDENCE CONTRACT DRILLING, INC., aDelaware 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”), WELLS 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 Lenders 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: 1.Amendments to Credit Agreement. As of the effective date of this Amendment, theCredit Agreement is amended as follows:
1.1

Section 1.1
..  Section 1.1 of the Credit Agreement is amended by the addition of the
following definition
s
, in alphabetical order, to read as f
ollows:

“
_
” of a Person means an “affiliate” (as such term is defined under, and
IrpUEFF

“
b
” means any of the following:

EF
a “covered entity” as that term is defined

I
RUEF

EF
a “covered bank” as that term is defined in, and interpreted in accordance with,
QP

EF
a “covered FSI” as that term is defined in, and interpreted in accordance with,


coU
“

” has the meaning specified therefor in
p



“
ao
” has the meaning assigned to that term in, and shall be interpreted in
IcoRUIQPI








	
	
2

“
QFC
” has the meaning assigned to the term “qualified financial contract” in, and shall
be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

“
QFC Credit Support
” has the meaning specified therefor in
Section 17.20

of this
Agreement.

“
Su
pported QFC
” has the meaning specified therefor in
Section 17.20

of this Agreement.

“
Third Amendment Effective Date
” means July ___, 2022.

“
U.S. Special Resolution Regimes
” has the meaning specified therefor in
Section 17.20

of this Agreement.

1.2

Section
1.1, Eligible Accounts
..  C
lause (j) in the definition of “Eligible Accounts”, as set
forth in Section 1.1 of the Credit Agreement, is amended and restated in its entirety to read as follows:

(j) (1) Accounts with respect to an Account Debtor (other than as

set forth in clause (j)(2)
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 De
btor deteriorates) of all Eligible Accounts, solely to the
extent of the obligations owing by such Account Debtor in excess of such percentage and (2)
Accounts with respect to
Paloma Resources

and any other Account Debtor approved by Agent in
writing

after the
Third

Amendment Effective Date
, 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 Acc
ount 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 fo
regoing 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,

1.3

Section 17
..  Section 17 of the Credit Agreement is amended by the a
ddition of new
Section 17.20 to read in its entirety as follows:

17.20

Acknowledgement Regarding Any Supported QFCs
..  To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any
other agreement or in
strument that is a QFC (such support, “
QFC Credit Support
” and each such
QFC a “
Supported QFC
”), the parties acknowledge and agree as follows with respect to the
resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
Insura
nce Act and Title II of the Dodd
-
Frank Wall Street Reform and Consumer Protection Act
(together with the regulations promulgated thereunder, the “
U.S. Special Resolution Regimes
”) in
respect of such Supported QFC and QFC Credit Support (with the provisions

below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be
governed by the laws of the State of New York or of the United States or any other state of the
United States): In the event a Covered Entity that i
s party to a Supported QFC (each, a “
Covered
Party
”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of
such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation
in or under such Sup
ported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be
effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Reg
ime if the Supported QFC and such QFC Credit Support (and any such interest, obligation






	
	3

and rights in property) were governed by the laws of the United States or a state of the United
States.  In the event a Covered Party or a BHC Act Affiliate of a Covere
d Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan
Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that
may be exercised against such Covered Party are permitte
d to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if the
Supported QFC and the Loan Documents were governed by the laws of the United States or a
state of the United States.  Without

limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the
rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

2.
No
Other Changes
..  Except as explicitly amended by this Amendment, all of the terms
and conditions of the Credit Agreement
and the Guaranty and Security Agreement
shall remain in full
force and effect and shall apply to any Advance thereunder.

3.
Conditions Prec
edent
.. This Amendment shall become effective on the date when Agent
shall have received

a f
ully executed counterpart of this Amendment properly executed by Borrower
s
..

4.
Representations and Warranties
..
Each
Borrower

hereby represent
s

and warrant
s

to Agent
and Lender as follows:

(a)
Such
Borrower has
all requisite power and authority to execute this Amendment
and any other agreements or instruments required hereunder and to perform all of
its

obligations
hereunder, and this Amendment

and all such other

agreements and instruments
have

been duly executed
and delivered by
such
Borrower

and constitute the legal, valid and binding obligation of
such
Borrower
,
enforceable in accordance with its terms, subject to applicable Federal and state bankruptcy and
ins
olvency laws affecting generally the rights of creditors.

(b)
The execution, delivery and performance by
such
Borrower
of this Amendment
and any other agreements or instruments required hereunder have been duly authorized by all necessary
corporate action and
do not (i)

require any authorization, consent or approval by any governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii)

violate any
provision of any law, rule or regulation or of any order, writ, injunction

or decree presently in effect,
having applicability to
such
Borrower
, or the articles of incorporation or the by
-
laws of

such

Borrower
, or
(iii)
result in a breach of or constitute a default under any indenture or loan or credit agreement or any
other mat
erial agreement, lease or instrument to which
Borrower
is a party or by which it or its properties
may be bound or affected.
(c)
All of the representations and warranties contained in Section 4 of the Credit
Agreement are correct on and as of the date hereof a
s though made on and as of such date, except to the
extent that such representations and warranties relate solely to an earlier date

in which case such
representations and warranties shall be correct in all material respects as of such earlier date
..

(d)
No Def
ault or Event of Default exists or has occurred and is continuing as of the
date of this Amendment.

5.
References
..  As of the effective date of this Amendment, all references in the Credit
Agreement to “this Agreement” shall be deemed to refer to the Credit A
greement as amended hereby; and
any and all references in the Loan Documents to the Credit Agreement shall be deemed to refer to the
Credit Agreement as amended hereby.







	
	
4

6.

No Waiver
..  The execution of this Amendment and the acceptance of

all other
agreements
and instruments related hereto shall not be deemed to be a waiver of any Default or Event of
Default under the Credit Agreement

or other document held by Agent or any Lender, whether or not
known to Agent or any Lender and whether or not existing on the da
te of this Amendment.

7.

Release
..
Each
Borrower

hereby absolutely and unconditionally releases and forever
discharges
Agent and
each member of the Lender Group, and any and all participants, parent
corporations, subsidiary corporations, affiliated corporatio
ns, insurers, indemnitors, successors and
assigns thereof, together with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or
descriptio
n, whether arising in law or equity or upon contract or tort or under any state or federal law or
otherwise, which
such
Borrower

has had, now has or has made claim to have against any such person for
or by reason of any act, omission, matter, cause or thin
g whatsoever arising from the beginning of time to
and including the date of this Amendment, whether such claims, demands and causes of action are
matured or unmatured or known or unknown.

8.

Costs and Expenses
..  Borrower hereby reaffirm
s

its
agreement under
the Credit
Agreement to pay or reimburse Agent on demand for all costs and expenses incurred by Agent in
connection with the Loan Documents, including without limitation all reasonable fees and disbursements
of legal counsel.  Without limiting the generali
ty of the foregoing, Borrower specifically agree
s

to pay all
reasonable fees and disbursements of counsel to Agent for the services performed by such counsel in
connection with the preparation of this Amendment and the documents and instruments incidental
hereto.
Borrower hereby agree
s

that Agent may, at any time or from time to time in its sole discretion and
without further authorization by Borrower, make a loan to Borrower under the Credit Agreement, or
apply the proceeds of any loan, for the purpose of paying any such fees, disburse
ments, costs and
expenses.

9.

Governing Law
..  The rights and obligations hereunder of each of the parties hereto shall
be governed by and interpreted and determined in accordance with the laws of the State of New York.

10.

Counterparts
..  This Amendment may be exe
cuted by means of (a) an electronic signature
that complies with the federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic
signatures
law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual
signature.  Each electronic signature or faxed, scanned, or photocopied manual signature shall for all
purposes have the same validity, legal effect, and admissibility in

evidence as an original manual
signature.  Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any
electronic signature on this Amendment. This Amendment may be executed in any number of
counterparts, each of whic
h shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.  Delivery of an executed counterpart of a signature page of this
Amendment will be as effective as delivery of a manually executed counterpart of th
e Agreement.

11.

Miscellaneous
.. This Amendment shall be binding upon, inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto. To the extent any provision of
this Amendment is prohibited by or invalid under the

applicable law of any jurisdiction, such provision
shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction,
without prohibiting or invalidating such provision in any other jurisdiction or the remaining p
rovisions of
this Amendment in any jurisdiction. For the avoidance of doubt, this Amendment shall be deemed a Loan
Document.

[Signature pages follow]







	
	IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as
of the date first written above.

BORROWER
S
:

INDEPENDENCE CONTRACT DRILLING INC.
By:

Name:



Title:


SIDEWINDER DRILLING LLC

By:

Name:



Title:


Philip A. Choyce
Philip A. Choyce
EVP & CFO
EVP & CFO
/s/ Philip A. Choyce
/s/ Philip A. Choyce






	
	AGENT AND LENDER
:

WELLS FARGO BANK, NATIONAL

ASSOCIATION
, as Agent and Lender

By:

Name:

Seth Setterberg

Title:

Authorized Signatory

/s/ Seth Setterberg