Exhibit 10.2


 





FIFTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT


 


THIS FIFTH AMENDMENT
TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT (this “Amendment”)
is entered into as of April 6, 2015, but effective for all purposes as of March 31, 2015 (the “Fifth Amendment Effective
Date”), among INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE”
and “Borrowing Agent”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability
company (“Holdings”), and Integrated Drilling Equipment Holdings
Corp., formerly known as Empeiria Acquisition Corp., a Delaware corporation (“Empeiria,”
and collectively with IDE and Holdings, “Borrowers”), each of the financial institutions which are now
or which hereafter become a party hereto (individually, each a “Lender” and collectively, the “Lenders”)
and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Credit Agreement (as defined
below).


 


RECITALS


 


A.Borrowers, Agent
and the Lenders are parties to that certain Amended and Restated Revolving Credit and Security Agreement, dated as of December 14,
2012 (as amended by the First Amendment to Amended and Restated Revolving Credit and Security Agreement dated April 9, 2013, the
Second Amendment to Amendment and Restated Revolving Credit and Security Agreement dated October 17, 2013, the Third Amendment
to Amended and Restated Revolving Credit and Security Agreement dated March 31, 2014, the Fourth Amendment to Amended and Restated
Revolving Credit and Security Agreement and Forbearance Agreement dated December 31, 2014 (the “Fourth Amendment”),
and as further amended, restated, joined, extended, supplemented or otherwise modified from time to time, the “Credit
Agreement”).


 


B. Under the terms
of that certain Notice of Imposition of Reserves and Reservation of Rights dated November 13, 2014 from Agent to Borrower (“Notice
of Reserves”) (i) a reserve in the amount of $500,000 has been imposed against the amount available to be drawn as
Revolving Advances and (ii) commencing November 17, 2014 and continuing weekly thereafter until such time as the Agent may determine
otherwise in its sole Credit Judgment, an additional reserve has been imposed in the amount of $50,000 per week; furthermore, any
such reserves may be increased or modified by the Agent as it deems proper and necessary from time to time in its Credit Judgment.


 


C.Under the terms
of the Fourth Amendment, the “Forbearance Period” (as defined in the Fourth Amendment) is scheduled to expire at 5:00
pm Houston time on March 31, 2015.


 


D.Certain Events
of Default under Section 10.5 of the Credit Agreement have occurred and are continuing as a result of (i) Borrowers’
failure to comply with the minimum Fixed Charge Coverage Ratio set forth in Section 6.5(b) for each of June,
July, August, September and October of 2014, (ii) the incurrence of debt under the Stephen Cope Notes (as defined below) and the
making of any payments in respect of the Stephen Cope Notes (as defined below), all of which actions are prohibited under Section
7.8 (Indebtedness) of the Credit Agreement, and (iii) the failure to make any payments when due in respect of the Stephen
Cope Notes, which would constitute a failure to pay Material Indebtedness pursuant to Section 10.12(c) of the Credit
Agreement (collectively, the “Existing Defaults”).


 


E. The Obligations
under the Credit Agreement are scheduled to mature on March 31, 2015, and Borrowers have requested that Agent and Lenders
extend the stated term of the Credit Agreement until May 31, 2015. 


 






    	 



    	 



    

 


F.Borrowers, Agent,
and Lenders are willing to agree to, subject to the terms and conditions of this Amendment, (i) reduce the Maximum Revolving Advance
Amount, (ii) increase the Applicable Margin for Revolving Advances, (iii) provide that Agent and Lenders continue to forbear from
the exercise of certain remedies under the Credit Agreement with respect to the Existing Defaults and Possible Financial Defaults
(as defined below), (iv) ratify and acknowledge the imposition of reserves under the Notice of Reserves, and (v) make certain other
amendments to the Credit Agreement.


 


AGREEMENTS


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:


 


Article
I 


 


DEFINITIONS


 


1.01The
recitals set forth above are incorporated herein by reference.


 


1.02Capitalized
terms used in this Amendment are defined in the Credit Agreement, unless otherwise stated herein.


 


1.03All
provisions of the Credit Agreement that are not amended under this Amendment shall remain in full force and effect.


 


ARTICLE
II


 


Amendments
to Credit Agreement


 


2.01The
definitions of “Applicable Margin” and “Maximum Revolving Advance Amount” in Section 1.2
(General Terms) of the Credit Agreement are deleted in their entirety and replaced with the following:


 


“Applicable
Margin” for Revolving Advances shall mean 6.50%.


 


“Maximum
Revolving Advance Amount” shall mean $13,500,000.


 


2.02Section
7.6 (Capital Expenditures) of the Credit Agreement is deleted in its entirety and replaced with the following:


 


“Section
7.6 Capital Expenditures. Contract for, purchase or make any expenditure or commitments for Capital Expenditures between
January 1, 2015 and May 31, 2015 in an aggregate amount for all Borrowers in excess of $350,000.”


 


2.03The
first sentence of Section 13.1 (Term) of the Credit Agreement is hereby amended by deleting the date “March
31, 2015” where it appears and replacing it with “May 31, 2015”.


 






    	2



    	 



    

 


ARTICLE
III


 


FORBEARANCE
AGREEMENT


 


3.01 As used herein, the
terms below will have the following meanings: 



 


“Adverse
Action” means the making of any demand or the commencement of any proceeding by any Person (other than the Agent
or the Lenders or any of their Affiliates) against any Borrower to assert or enforce any default, claim, cause of action, Lien
right or any civil, criminal or other governmental enforcement action, or any such Person shall assert any setoff rights it may
have against any Borrower; provided however if Borrowers provide sufficient information acceptable to Agent and Lenders that any
such foregoing occurrence is non-material, made in bad faith or without a sufficient basis, then such occurrence shall not constitute
an Adverse Action.


 


“Enforcement
Action” means (a) the publication or posting to the public generally of a notice that the Agent intends to conduct
a judicial or non-judicial foreclosure with respect to any of the Collateral (such notice being a “Foreclosure Notice”),
(b) the commencement or conduct of any judicial or non-judicial foreclosure public or private sale with respect to any of the Collateral,
or (c) the exercise of remedial action against any Borrower solely with respect to the Existing Defaults or Possible Financial
Defaults. Notwithstanding the foregoing, the following actions or events shall not be, or shall not be deemed to be, Enforcement
Actions:


 


(a) 
Agent or any Lender may contest, protest or object to any foreclosure proceeding or action or any other exercise of any
rights and remedies relating to the Collateral brought by any Person other than the Agent and the Lenders;


 


(b) 
Agent or any Lender may file a proof of claim under any judicial or non-judicial proceedings with regard to the Borrowers
or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under
or with respect to the Credit Agreement or any Other Document or otherwise take any action to preserve the enforcement of, or any
remedy under, the Credit Agreement or any Other Document, including without limitation the taking of any action authorized with
respect to the Collateral under applicable bankruptcy laws to prevent use of cash collateral, to obtain relief from stay or to
exercise any other rights afforded Agent and Lenders or lenders under any applicable bankruptcy laws;


 


(c) 
Agent or any Lender may seek and obtain relief against any creditor that threatens to take, or has the right to take, any
action with regard to the Collateral, by injunction, specific performance and/or other appropriate equitable relief, it being understood
and agreed by Borrowers that the Agent’s and the Lenders’ damages from such actions may at that time be difficult to
ascertain and may be irreparable, and Borrowers irrevocably waive any defense that the Agent and the Lenders cannot demonstrate
damage and/or might be made whole by the awarding of damages;


 


(d) 
Agent may at any time inspect, and may or may cause Borrowers to preserve and protect the Collateral if the Agent believes
that Borrowers are failing to preserve and protect the Collateral as required under the Credit Agreement and the Other Documents;


 


(e) 
Agent or any Lender may declare, and deliver to Borrowers one or more notices relating to the declaration of, any Existing
Default or Event of Default arising under the Credit Agreement during the Forbearance Period; provided that, with respect to any
Existing Default or Event of Default arising during the Forbearance Period that is (i) the subject of a notice of default delivered
to Borrowers during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrowers
acknowledge that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Event
of Default; and


 






    	3



    	 



    

 


(f) 
Agent may prepare and deliver to Borrowers, any other obligor or any other Person any notice, demand or other instruction
(excluding a Foreclosure Notice or a demand for default interest under the Credit Agreement or the taking of any action that would
constitute Enforcement Action) contemplated by the Credit Agreement or any Other Documents or applicable law.


 


“Forbearance
Benchmarks” means the required minimum EBITDA and required minimum Fixed Charge Coverage Ratio covenants described
in Section 3.02(a) and (b) below.


 


“Forbearance
Period” means the period beginning on March 31, 2015, and ending on the earlier of (A) the occurrence of a Termination
Event (defined below) or (B) 5:00 p.m. Houston time on May 31, 2015.


 


“Possible
Financial Defaults” means Borrowers’ failure to comply with the minimum EBITDA covenant or Fixed Charge Coverage
Ratio covenant in Section 6.5(a) and 6.5(b) of the Credit Agreement, for the fiscal quarter ended March 31, 2015, which results
in an Event of Default.


 


“Stephen
Cope Notes” means those certain promissory notes dated April 7, 2014 executed by Borrower and made payable to Stephen
D. Cope in the original principal amounts of $2,111,951.00 and $408,169.00, together with all renewals, extensions, modifications,
amendments, supplements, restatements and replacements of, or substitutions for each promissory note.


 


“Termination
Event” means, without further action, (A) the occurrence of any Event of Default (other than the Existing Defaults
and Possible Financial Defaults) after the Fifth Amendment Effective Date under the Credit Agreement or any Other Document; (B)
any of the representations and warranties of Borrowers or any Guarantor under this Amendment were untrue when made; (C) Borrowers
or any Guarantor fail or refuse to comply with any of their covenants or agreements set forth in the Credit Agreement (other than
the Existing Defaults and Possible Financial Defaults), and such non-compliance is not cured (to the extent such non-compliance
is capable of being cured) within two (2) Business Days following receipt of a written notice from the Agent; (D) the occurrence
of any Adverse Action; (E) Borrowers or any Guarantor, actively or overtly and/or by written request or permission, take or direct,
solicit, encourage or permit any other Person to take any action in contravention or frustration of this Amendment; (F) at any
time Borrowers fail to satisfy or comply with any of the Forbearance Benchmarks; or (G) Elm Park has ceased to forbear from commencing
or participating in any Enforcement Action or the forbearance agreement between Borrowers and Elm Park is terminated for any reason.


 


3.02Solely
during the Forbearance Period, the Agent and the Lenders agree to forbear from commencing any Enforcement Action as a result of
any Existing Default or any Possible Financial Defaults, so long as each of the following conditions, obligations and covenants
are satisfied:


 


(a) 
Minimum EBITDA. Borrowers shall cause to be maintained minimum EBITDA, measured monthly on a trailing twelve-months
basis, of at least the applicable amount required as set forth in the following table; provided that, for purposes of calculating
EBITDA, the amount of $2,520,120 paid to Stephen Cope as a one-time severance payment and expensed in April 2014 shall be added
back to EBITDA, but any other payments that have been or will be made under the Stephen Cope Notes will not be added back to EBITDA:


 


	Applicable Period	Applicable Amount
	For the month ended March 31, 2015 and each month ended thereafter	$5,000,000


 






    	4



    	 



    

 


(b) 
Fixed Charge Coverage Ratio. Borrowers shall cause to be maintained a Fixed Charge Coverage Ratio, measured monthly
on a trailing twelve-months basis, of not less than the applicable ratio required as set forth in the following table; provided
that, for purposes of calculating the Fixed Charge Coverage Ratio, the amount of $2,520,120 paid to Stephen Cope as a one-time
severance payment and expensed in April 2014 shall be added back to EBITDA but any other payments that have been or will be made
under the Stephen Cope Notes will not be added back to EBITDA:


 


	Applicable Period	Ratio
	For the month ended March 31, 2015 and each month ended thereafter	1.0 to 1.0


 


(c) 
Forbearance Compliance Certificate. Borrowers shall furnish Agent and Lenders within thirty (30) days after
the end of each month a Forbearance Compliance Certificate, in form and substance reasonably acceptable to Agent and Lenders, certified
by the Borrowers.


 


 


(d) 
Obligation to Immediately Seek Repayment Options.  Borrowers covenant and agree
that they shall immediately and diligently pursue options that would cause or enable the repayment in full of all Obligations,
including, without limitation, by pursuing a financing commitment from a third-party financing source.  In connection with
the foregoing, Borrowers covenant and agree to deliver a weekly written status report, in form and content reasonably satisfactory
to Agent, regarding the status of all actions taken in pursuit of such repayment options.  Such report shall include, without
limitation, (A) the name and contact information of each third-party contacted by Borrowers and their level of interest, (B) copies
of all expressions of interest, letters of intent, term sheets, and commitments received by the Borrowers from any third party
(subject to customary limitations on disclosure), and (C) the anticipated closing date of any proposed repayment transaction.


 


3.03Upon
the expiration or termination of the Forbearance Period, for failure to comply with the foregoing conditions, or otherwise, Agent
on behalf of Lenders has the right to take any and all remedial actions, including the Enforcement Actions, available to the Agent
under the Credit Agreement, as amended hereby, any Other Document, at law or in equity with respect to any Existing Default, any
Possible Financial Defaults, or any other Event of Default that may occur after the Fifth Amendment Effective Date.


 


3.04Notwithstanding
Section 3.02 above, the Agent may at any time and from time to time, whether during or after the Forbearance
Period, subject to the Intercreditor Agreement, as amended:


 


(a) 
take any action to preserve its rights in Collateral or to preserve the future exercise of any remedies, including but not
limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, in any proceeding, the validity,
extent, perfection, priority or enforceability of any Lien in the Collateral or any avoidance, invalidation or subordination by
any third party or court of competent jurisdiction of the Liens in the Collateral granted to the Agent and the priority and rights
between the Agent and any lenders subordinated to the Agent and Lenders;


 






    	5



    	 



    

 


(b) 
prepare and file UCC-l financing statements, mortgage instruments or other filings or recordings filed or recorded by Agent
on behalf of the Lenders;


 


(c) 
take actions to determine the specific items included in the Collateral and the steps taken to perfect its Liens thereon;


 


(d) 
notify any Person of the existence of any Existing Default or other Event of Default and confirm the amount and type of
collateral held under any agreement or arrangement or institute any action or proceeding with respect to such rights or remedies,
but only to preserve the Agent’s and Lenders’ rights thereunder with respect to any third parties or Borrowers;


 


(e) 
decrease or increase any Advance Rates from time to time in Agent’s Credit Judgment, or impose, increase, or modify
the amount, timing or purpose of any reserves as Agent deems proper and necessary from time to time in its Credit Judgment; and


 


(f) 
take any other actions not constituting Enforcement Actions.


 


3.05Borrowers agree that:


 


(g) 
their performance under this Amendment will not constitute (x) any waiver or cure of any Existing Default or any Possible
Financial Default, or (y) the cure or forgiveness or repayment in full of the Obligations or in any way relieve them of their respective
obligations to pay such Obligations in full; and


 


(h) 
upon the termination or expiration of the Forbearance Period for any reason, the Agent may at any time exercise any and
all rights and remedies it may have under the Credit Agreement, as amended hereby, any Other Document, at law or in equity with
respect to any Existing Default, any Possible Financial Default, or any other Event of Default that may occur after the Fifth Amendment
Effective Date, all of which rights and remedies being hereby reserved; and


 


(i)  
neither Agent nor any Lender has made any assurances concerning (i) any possibility of an extension of the Forbearance Period,
(ii) the manner in which or whether the Existing Defaults may be resolved or (iii) any additional forbearance, waiver, restructuring
or other accommodations; and


 


(j)  
any financial accommodation that Agent or any Lender makes on or after the Fifth Amendment Effective Date has been made
by Agent and Lenders in reliance upon, and in consideration for, among other things, the general releases and indemnities contained
in Section 6.03 hereof and the other covenants, agreements, representations and warranties of each Borrower hereunder.


 






    	6



    	 



    

 


ARTICLE
IV


 


ADDITIONAL
COVENANTS 


 


4.01 Reaffirmation
of the Notice of Reserves. Borrowers hereby affirm, consent to and acknowledge the reserves previously imposed by Agent and
Lenders pursuant to the Notice of Reserves. Borrowers covenant and agree that, as consideration for the extension and other agreements
in this Amendment, Agent shall continue to impose an additional weekly reserve in the amount of $50,000 per week for so long as
the Obligations are outstanding. Furthermore, Borrowers acknowledge and agree that pursuant to Section 2.1 of the
Credit Agreement, any of the Advance Rates may be increased or decreased by Agent from time to time in its Credit Judgment and
that Agent may impose, increase or modify any existing or new reserves as it deems proper and necessary from time to time in its
Credit Judgment.


 


4.02Cost
Reduction Plan. Borrowers shall at all times continue to comply with the provisions of the 2015 cost reduction plan approved
by the board of directors of Empeiria (and a copy of which has been delivered to Agent on or prior to the date hereof). Borrowers
shall promptly notify Agent of any modifications to such 2015 cost reduction plan which are subsequently approved by the board
of directors of Empeiria.


 


ARTICLE
V


 


effectiveness
of amendments AND FORBEARANCE AGREEMENT


 


5.01Conditions.
This Amendment shall be effective on the Fifth Amendment Effective Date once each of the following has been delivered to Agent
or performed to Agent and Lender’s satisfaction:


 


(a)this
Amendment executed by Borrowers, Agent and Lender;


 


(b) a
fully executed Secretary’s Certificate of Borrowers including incumbency of officers and resolutions of the board of directors
approving the terms of this Amendment and the EP Forbearance and Amendment (as defined below);


 


(c)an
executed copy of a forbearance agreement and amendment to the Elm Park Loan Agreement in form and substance satisfactory to Agent
and Lender in all respects, and which, among other things, (i) modifies the stated maturity date under the Elm Park Loan Agreement
to no earlier than November 30, 2015, and (ii) provides for the agreement by Elm Park Agent and Elm Park Lenders to forbear from
commencing any Enforcement Action under the Elm Park Loan Agreement, or otherwise, as a result of any Existing Default, any Possible
Financial Defaults or otherwise, and pursuant to which Elm Park Agent and Elm Park Lenders are forbearing from commencing or participating
in any Enforcement Action (the “EP Forbearance and Amendment”); and


 


(d)a
fully executed confidential Fifth Amendment Fee Letter dated of even date herewith between Borrowers and PNC, and payment by Borrowers
to Agent for the account of PNC, as Lender, of any fees due and payable by Borrowers on the date hereof.


 






    	7



    	 



    

 


ARTICLE
VI


 


RATIFICATIONS,
RELEASE, REPRESENTATIONS AND WARRANTIES


 


6.01Ratifications;
Scope of Agreement. Except as specifically amended by this Amendment, the Credit Agreement, the Notice of Reserves and Other
Documents are unchanged and continue in full force and effect and are valid, binding and enforceable against Borrowers in accordance
with their respective terms. Borrowers hereby ratify and affirm their respective obligations under the Credit Agreement, the Notice
of Reserves, and Other Documents, as amended herein.


 


6.02RELEASE.
Borrowers hereby acknowledge as of the date hereof that they have no knowledge of any
action, defense, counterclaim, offset, cross complaint, cause of action, suit, liability, cost, damage, claim or demand of any
kind or nature whatsoever that can be asserted by them against Agent or any Lender or to reduce or eliminate all or any part of
their liability to repay any advances or extensions of credit from Lenders to Borrowers under the Credit Agreement, as amended
hereby, or the other documents or to seek affirmative relief or damages of any kind or nature from Lenders or Agent. For good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower hereby, for itself and its
successors and assigns, fully and without reserve, hereby forever releases, disclaims, and discharges each Agent and Lender, their
respective successors and assigns, officers, directors, affiliates, employees, representatives, trustees, attorneys, agents and
affiliates (collectively the "Released Parties" and individually a "Released Party") from any
and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses
or other obligations of any kind and nature whatsoever, known or unknown, direct and/or indirect, at law or in equity,
whether now existing or hereafter asserted (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY
OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), for or because of any matters or things occurring, existing or
actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the date
hereof and are in any way directly or indirectly arising out of or in any way connected to any of this Amendment, the Credit Agreement,
any other Document, or any of the transactions contemplated hereby or thereby (collectively, the "Released Matters").
Each Borrower, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 6.02 are intended to cover
and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters.


 


6.03Representations
and Warranties. Borrowers jointly and severally represent and warrant to Agent and Lenders that (a) they possess all requisite
company or corporate power and authority to execute, deliver and comply with the terms of this Amendment, (b) this Amendment has
been duly authorized and approved by all requisite company or corporate action on the part of each Borrower, (c) no other consent
of any individual or entity (other than Agent and Lender and the Elm Park Agent and Elm Park Lenders to the extent required by
the Intercreditor Agreement) is required for this Amendment to be effective, (d) the execution and delivery of this Amendment does
not violate the organizational documents of any Borrower, (e) the representations and warranties in the Credit Agreement and each
Other Document to which each Borrower is a party are true and correct in all material respects on and as of the date of this Amendment
as though made on the date of this Amendment (except to the extent that such representations and warranties speak to a specific
date), (f) each Borrower is in compliance with all covenants and agreements contained in the Credit Agreement and each Other Document
to which it is a party (except for the Existing Defaults), and (g) no Default or Event of Default has occurred and is continuing
(except for the Existing Defaults). The representations and warranties made in this Amendment shall survive the execution and delivery
of this Amendment. No investigation by Agent or any Lender is required for Agent or any Lender to rely on the representations and
warranties in this Amendment.


 






    	8



    	 



    

 


ARTICLE
VII


 


CONSENT
BY AGENT AND LENDERS


 


7.01Consent
to Elm Park Amendment. Agent and Lenders hereby consent to the execution and delivery of the EP Amendment in the final form
provided to Agent on the date hereof.


 


ARTICLE
VIII


 


Miscellaneous



 


8.01No
Waiver of Defaults. Except as expressly set forth herein, this Amendment does not constitute (i) a waiver of, or a consent
to, (A) any provision of any Credit Agreement or any Other Document not expressly referred to in this Amendment, or (B) any
present or future violation of, or default under, any provision of the Credit Agreement or Other Documents, or (ii) a waiver of
Agent or each Lender’s right to insist upon future compliance with each term, covenant, condition and provision of the Credit
Agreement or Other Documents.


 


8.02Form.
Each agreement, document, instrument or other writing to be furnished to Agent under any provision of this Amendment must be in
form and in substance satisfactory to Agent.


 


8.03Headings.
The headings and captions used in this Amendment are for convenience only and will not be deemed to limit, amplify or modify the
terms of this Amendment, the Credit Agreement, or the Other Documents.


 


8.04Costs,
Expenses and Attorneys’ Fees. Borrowers jointly and severally agree to pay or reimburse Agent and Lender on demand for
all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, and execution of
this Amendment and other documents executed in connection therewith, including, without limitation, the reasonable fees and disbursements
of Agent and Lender’s counsel.


 


8.05Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of each of the undersigned and their respective
successors, assigns, heirs and legal representatives, as applicable.


 


8.06Multiple
Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed
the same document. All counterparts must be construed together to constitute one and the same instrument. This Amendment may be
transmitted and signed by facsimile, portable document format (PDF), and other electronic means. The effectiveness of any such
documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall
be binding on Borrowers, Agent and Lender.


 


8.06Governing
Law. This Amendment must be construed, and its performance enforced, under Texas law.


 


8.07Entirety.
This Amendment, the Credit Agreement and the Other Documents (as amended hereby) represent
the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements
by the Parties. There are no unwritten oral agreements among the Parties.


 


 


[Signatures are on the following pages.]


 






    	9



    	 



    

 


IN WITNESS WHEREOF,
this Amendment is executed by each of the undersigned as of the date first written above.


 





	 	BORROWERS:	 	 
	 	 	 	 
	 	INTEGRATED DRILLING EQUIPMENT, LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Norman Michael Dion	 
	 	Name:  	Norman Michael Dion	 
	 	Title: 	Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Norman Michael Dion	 
	 	Name:  	Norman Michael Dion	 
	 	Title:  	Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	Integrated Drilling Equipment Holdings Corp.,

 formerly known as Empeiria Acquisition Corp.
	 	 	 	 
	 	 	 	 
	 	By:   	/s/ Norman Michael Dion	 
	 	Name:  	Norman Michael Dion	 
	 	Title:  	Chief Financial Officer	 


 


 


 


Signature Page to Fifth Amendment to Amended
and Restated


Revolving Credit and Security Agreement
and Forbearance Agreement







 






    	10



    	 



    







 





	 	AGENT AND LENDER:	 
	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Thomas Tone	 
	 	 	Thomas Tone	 
	 	 	Vice President	 




 





 


 


Signature Page to Fifth Amendment to Amended
and Restated


Revolving Credit and Security Agreement
and Forbearance Agreement






 



    	11