FIRST AMENDMENT TO AMENDED AND RESTATED





REVOLVING CREDIT AND SECURITY AGREEMENT


 


THIS FIRST AMENDMENT
TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April
9, 2013, 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 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 (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, restated, joined, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


B.           The
following Events of Default have occurred and are continuing:


 


(i) an Event of
Default under Section 10.5 of the Credit Agreement as a result of Borrowers’ failure to comply with the Minimum
Liquidity Test set forth in Section 6.5(c) of the Credit Agreement for the two consecutive months ending December
31, 2012 and January 31, 2013 and the two consecutive months ending January 31, 2013 and February 28, 2013;


 


(ii) an Event of
Default under Section 10.5 of the Credit Agreement as a result of IDE not complying with Section 7.12
of the Credit Agreement in connection with the formation of IDE Perforacion Mexico S DE RL DE CV (“IDE-Mex”),
including failing to cause IDE-Mex to join in the Credit Agreement as a Borrower;


 


(iii) an Event
of Default under Section 10.5 of the Credit Agreement as a result of IDE making a capital contribution to, and holding
Equity Interests in, IDE-MEX in violation of Section 7.4 of the Credit Agreement;


 


(iv) an Event of
Default under Section 10.5 of the Credit Agreement as a result of IDE’s failure to provide a month by month
projected cash flow of Borrowers and their Subsidiaries on a consolidated and consolidating basis for the fiscal year ending December
31, 2013 that is required under Section 9.12 of the Credit Agreement; and


 


(iv) an Event of
Default under Section 10.12(b) of the Credit Agreement as a result of events of default occurring under the Elm Park
Loan Agreement relating to the Borrowers’ failure to comply with Sections 4.15(h), 6.5(f), 7.4, 7.12, 8.2, 9.2 and 9.12 of
the Elm Park Loan Agreement (collectively, the “Existing Defaults”).


 


C.           As
a condition to waiving the Existing Defaults, Agent and Lender have required, and Borrowers have agreed, that Borrowers shall engage
a third-party business consulting firm acceptable to Agent and Lender, to review, analyze and advise as to business operations
and financial performance of Borrowers.


 




    	 



    	 



    

 


D.           Borrowers,
Agent and Lender have agreed to amend the Credit Agreement and Other Documents, subject to the terms and conditions of this Amendment.


 


AGREEMENTS


 


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


 


Article
I

Amendments to Credit Agreement and Other Documents.


 


1.01         The
following definitions contained in Section 1.2 of the Credit Agreement are hereby deleted in their entirety and replaced
with the following:


 


“Anti-Terrorism
Laws” shall mean shall mean any laws primarily relating to terrorism, trade sanctions programs and embargoes, import/export
licensing, money laundering or bribery, all as amended, supplemented or replaced from time to time.


 


“Defaulting
Lender” shall mean any Lender that: (a) has failed, within two Business Days of the date required to be funded or paid,
to (i) fund any portion of its Commitment Percentage of Advances, (ii) if applicable, fund any portion of its Participation Commitment
in Letters of Credit or (iii) pay over to the Agent, the Issuer or any Lender any other amount required to be paid by it hereunder,
unless, in the case of clause (i) above, such Lender notifies the Agent in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding (specifically identified and including a particular
Default or Event of Default, if any) has not been satisfied; (b) has notified the Borrowers or the Agent in writing, or has made
a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement
(unless such writing or public statement indicates that such position is based on such Lender’s good faith determination
that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding
a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c)
has failed, within two Business Days after request by the Agent, acting in good faith, to provide a certification in writing from
an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations)
to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit under this Agreement, provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Agent’s receipt of such
certification in form and substance satisfactory to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed
at any time to comply with the provisions of Section 2.20(d) with respect to purchasing participations from the other
Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata
share of such payments due and payable to all of the Lenders.


 


“Eurodollar
Rate” shall mean for any Eurodollar Rate Loan for the then current Interest Period relating thereto, the interest rate
per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per
annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at
which US Dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another
source selected by Agent which has been approved by the British Bankers’ Association as an authorized information vendor
for the purpose of displaying rates at which Dollar deposits are offered by leading banks in the London interbank deposit market
(a “LIBOR Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement
of such Interest Period as the London interbank offered rate for Dollars for an amount comparable to such Eurodollar Rate Loan
and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no
longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined
by Agent at such time (which determination shall be conclusive absent manifest error)), by (b) a number equal 1.00 minus
the Reserve Percentage. The Eurodollar Rate may also be expressed by the following formula:


 




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	Average of London interbank offered rates quoted by Bloomberg or 

 appropriate successor as shown on
	 
	LIBOR   Bloomberg Page BBAM1

Rate =         1.00 – Reserve Percentage


 


The Eurodollar
Rate shall be adjusted with respect to any Eurodollar Rate Loan that is outstanding on the effective date of any change in the
Reserve Percentage as of such effective date. The Agent shall give reasonably prompt notice to the Borrowers of the Eurodollar
Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.”


 


1.02         The
following new defined terms are hereby added to Section 1.2 (General Terms) in the appropriate alphabetical order:


 


““Cash
Flow Projections” is defined in Section 9.18.


 


“Change
in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect
of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application
thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not
having the force of law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or
directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests,
rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities
(whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law
regardless of the date enacted, adopted, issued, promulgated or implemented.


 


“Commitment
Amount” shall mean, (i) as to any Lender, the Revolving Commitment amount (if any) set forth below such Lender’s
name on the signature page hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant
to Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth
in the applicable Commitment Transfer Supplement).


 


“Compliance
Authority” shall mean each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury
Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce
Department/Bureau of Industry and Security, (e) the U.S. Internal Revenue Service, (f) the U.S. Justice Department, and (g) the
U.S. Securities and Exchange Commission.


 




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“Covered
Entity” shall mean each Borrower, each Borrower’s Subsidiaries, all Guarantors, and all pledgers of Collateral.


 


“Excluded
Taxes” shall mean, with respect to the Agent, any Lender, Participant, Issuer or any other recipient of any payment to
be made by or on account of any Obligations, (a) Taxes imposed on or measured by its overall net income (however denominated),
and franchise Taxes imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, Participant
or Issuer, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) in the case of a Foreign
Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other
than as a result of a Change in Law) to comply with Section 3.10(e), except to the extent that such Foreign Lender
or Participant (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending
office (or assignment or sale of a participation), to receive additional amounts from any Borrower with respect to such withholding
tax pursuant to Section 3.10(a), or (d) any Taxes imposed on any “withholdable payment” payable to such
recipient as a result of the failure of such recipient to satisfy the requirements set forth in the FATCA after December 31, 2012.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof.


 


“Flood
Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally
regulated lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto.


 


“First
Amendment Effective Date” shall mean April 9, 2013.


 


“First
Amendment” means that certain First Amendment to Amended and Restated Revolving Credit and Security Agreement dated April
9, 2013, among Borrowers, Lenders, and Agent.


 


“Foreign
Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which any Borrower
is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.


 


“Indemnified Taxes”
shall mean Taxes other than Excluded Taxes.


 


“Initial
Cash Flow Projections” shall mean, Borrowers’ projected cash sources and uses for Borrowers on a consolidated bi-weekly
basis for the period ending June 28, 2013, delivered to Agent in connection with the First Amendment.


 




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“Insolvency
Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s
direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under
Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver, conservator, trustee, administrator, custodian,
assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed
for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts
as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform
hereunder due to the application of Applicable Law, or (e) in the good faith determination of the Agent, has taken any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described
in clause (a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest,
or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental
Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.


 


“Non-Defaulting
Lender” shall mean, at any time, any Lender that is not a Defaulting Lender at such time.


 


“Other
Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any Other Document.


 


“Reportable
Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated
or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism
Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations
with the actual or possible violation of any Anti-Terrorism Law.


 


“Revolving
Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and
participate in Letters of Credit, in an aggregate principal and/or face amount not to exceed the Commitment Amount (if any) of
such Lender.


 


“Sanctioned
Country” shall mean a country subject to a sanctions program maintained by any Compliance Authority.


 


“Sanctioned
Person” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially
designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not
limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or
otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.


 


“Taxes”
shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed
by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.”


 




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1.03         Section
1.2 (General Terms) is hereby amended to delete the defined term “Payee” in its entirety.


 


1.04         Section
2.2(g) (Procedure for Revolving Advances Borrowing) of the Credit Agreement is hereby amended and restated in its entirety
and replaced with the following:


 


“(g)          Notwithstanding
any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation
or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes
of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any
Person controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the
obligation of Lenders (or such affected Lender) to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers
shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected
Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion
of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate
Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (f) above. A certificate
as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive
absent manifest error.”


 


1.05         Section
2.23 (Defaulting Lender) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:


 


“2.23         Defaulting
Lender.


 


(a)          Notwithstanding
anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder
of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section
2.23 so long as such Lender is a Defaulting Lender.


 


(b)          (i) except
as otherwise expressly provided for in this Section 2.23, Revolving Advances shall be made pro rata from Lenders
holding Revolving Commitments which are not Defaulting Lenders based on their respective Commitment Percentages, and no Commitment
Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased
as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances
shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving
Commitment in accordance with their Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting
Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the
sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead
be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received
or retained by it for the account of such Defaulting Lender.


 


(ii)         fees
pursuant to Section 3.2(b) hereof shall cease to accrue in favor of such Defaulting Lender.


 




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(iii)        if
any Letter of Credit Borrowings (or drawings under any Letter of Credit for which the Issuer has not been reimbursed) are outstanding
or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:


 


(A)         the
Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all outstanding Letters of Credit shall be
reallocated among the Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Commitment Percentages
of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum
of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s
reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the
Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such
time;


 


(B)         if
the reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrowers shall within three
Business Days following notice by the Agent cash collateralize for the benefit of the Issuer the Borrowers’ obligations corresponding
to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving
effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2 for so long
as such Obligations are outstanding;


 


(C)         if
the Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn
Amount of all Letters of Credit pursuant to clause (B) above, the Borrowers shall not be required to pay any fees to such
Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Commitment Percentage
of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in
the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;


 


(D)         if
the Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant
to clause (A) above, then the fees payable to the Lenders holding Revolving Commitments pursuant to Section 3.2(a)
shall be adjusted and reallocated to the Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation;
and


 


(E)         if
all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit
is neither reallocated nor cash collateralized pursuant to clause (A) or (B) above, then, without prejudice to any
rights or remedies of the Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a)
with respect to such Defaulting Lender’s Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall
be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment
in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and


 




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(iv)         so
long as any Lender holding a Revolving Commitment is a Defaulting Lender, the Issuer shall not be required to issue, amend or increase
any Letter of Credit, unless such Issuer is satisfied that the related exposure and the Defaulting Lender’s Participation
Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any such issuance, amendment, increase
or funding) will be fully allocated to the Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such
Letters of Credit will be provided by the Borrowers in accordance with clause (A) and (B) above, and participating
interests in any newly issued or increased Letter of Credit shall be allocated among the Non-Defaulting Lenders in a manner consistent
with Section 2.23(b)(ii)(A) above (and such Defaulting Lender shall not participate therein).


 


(c)          A
Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters
relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the
Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”,
a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a Commitment Percentage.


 


(d)          Other
than as expressly set forth in this Section 2.23, the rights and obligations of a Defaulting Lender (including the
obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.23
shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter
such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which
any Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.


 


(e)          In
the event that the Agent, the Borrowers, and the Issuer agree in writing that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the Agent will so notify the parties hereto, and, if such cured Defaulting
Lender is a Lender holding a Revolver Commitment, then Participation Commitments of the Lenders holding Revolving Commitments (including
such cured Defaulting Lender) of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect
the inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving
Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances
in accordance with its Commitment Percentage.


 


(f)          If
 Issuer has a good faith belief that any Lender holding a Revolver Commitment has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, Issuer shall not be required to issue, amend
or increase any Letter of Credit, unless Issuer shall have entered into arrangements with the Borrower or such Lender, satisfactory
to Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.”


 


1.06         Section
3.7 (Increased Costs) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:


 


“3.7.          Increased
Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section
3.7, the term “Lender” shall include Agent, any Issuer or Lender and any corporation or bank controlling Agent,
any Lender or Issuer and the office or branch where Agent, any Lender or Issuer (as so defined) makes or maintains any Eurodollar
Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary
or other authority after the date hereof, shall:


 




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(a)          subject
Agent, any Lender or Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation
in a Letter of Credit or any Eurodollar Rate Loan, or change the basis of taxation of payments to Agent, such Lender or Issuer
in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or
any change in the rate of, any Excluded Taxes payable by Agent, such Lender or such Issuer);


 


(b)          impose,
modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar
requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any
office of Agent, Issuer or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System;
or


 


(c)          impose
on Agent, any Lender or Issuer or the London interbank LIBOR market any other condition, loss or expense (other than Taxes) affecting
this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein;


 


and the result
of any of the foregoing is to increase the cost to Agent, any Lender or Issuer of making, converting to, continuing, renewing or
maintaining its Advances hereunder by an amount that Agent or such Lender or Issuer deems to be material or to reduce the amount
of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent or such
Lender or Issuer deems to be material, then, in any case the Borrowers shall promptly pay Agent or such Lender or Issuer, upon
its demand, such additional amount as will compensate Agent or such Lender or Issuer for such additional cost or such reduction,
as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the Eurodollar
Rate, as the case may be. Agent or such Lender or Issuer shall certify the amount of such additional cost or reduced amount to
the Borrowers, and such certification shall be conclusive absent manifest error.”


 


1.07         Section
3.9 (Capital Adequacy) of the Credit Agreement is hereby amended by deleting the reference in the first sentence thereof
to “or any change therein” and replacing it with a reference to “Change in Law”.


 


1.08         Section
3.10 (Gross Up for Taxes) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the
following:


 


“3.10 Taxes.


 


(a)          Any
and all payments by or on account of any Obligations hereunder or under any Other Document shall be made free and clear of and
without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required
by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums
payable under this Section) the Agent, Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers
shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law.


 




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(b)          Without
limiting the provisions of Section 3.10(a) above, the Borrowers shall timely pay any Other Taxes to the relevant
Governmental Body in accordance with Applicable Law.


 


(c)          Each
Borrower shall indemnify Agent, each Lender, Issuer and any Participant, within ten (10) days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section) paid by Agent, such Lender, Issuer, or such Participant, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment
or liability delivered to the Borrowers by any Lender, Participant or the Issuer (with a copy to Agent), or by Agent on its own
behalf or on behalf of a Lender or the Issuer, shall be conclusive absent manifest error.


 


(d)          As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Body, the Borrowers
shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.


 


(e)          Any
Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which
any Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any Other Document shall deliver to the Borrowers (with a copy to Agent), at the time or times prescribed by
Applicable Law and at the time or times reasonably requested by the Borrowers or Agent, such properly completed and executed documentation
prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding
the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, Agent shall be entitled
to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to
do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income
Tax Regulations or other Applicable Law. Further, Agent is indemnified under § 1.1461-1(e) of the United States Income Tax
Regulations against any claims and demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount
of any tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested
by the Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers
or Agent as will enable the Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes
in the United States of America, any Foreign Lender (or other Lender) shall deliver to the Borrowers and Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes
a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Agent, but only if such
Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is applicable: two (2) duly completed
valid originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America
is a party,


 




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(i)          two
(2) duly completed valid originals of IRS Form W-8ECI,


 


(ii)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x)
a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code,
or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two duly completed
valid originals of IRS Form W-8BEN,


 


(iii)        any
other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding
tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers
to determine the withholding or deduction required to be made, or


 


(iv)         To
the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) originals of an IRS Form W-9 or any
other form prescribed by Applicable Law demonstrating that such Lender is not a Foreign Lender.


 


(f)          If
a payment made to a Lender, Participant, Issuer or Agent under any Document would be subject to U.S. Federal withholding Tax imposed
by FATCA if such Person fails to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender, Participant, Issuer or Agent shall deliver to the Agent (in the case
of a Lender, Participant or Issuer) and the Borrowers (A) a certification signed by the chief financial officer, principal accounting
officer, treasurer or controller of such Person, and (B) other documentation reasonably requested by the Agent or any Borrower
sufficient for Agent and the Borrowers to comply with their obligations under FATCA and to determine that such Lender, Participant,
Issuer, or Agent has complied with such applicable reporting requirements.


 


(g)          If
the Agent, a Lender, a Participant or the Issuer determines, in its sole discretion, that it has received a refund of any Indemnified
Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional
amounts pursuant to this Section, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrowers under this Section with respect to the Indemnified Taxes or Other Taxes
giving rise to such refund); net of all out-of-pocket expenses of the Agent, such Lender, Participant or the Issuer, as the case
may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided
that the Borrowers, upon the request of the Agent, such Lender, Participant or the Issuer, agree to repay the amount paid over
to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to the Agent, such Lender,
Participant or the Issuer in the event the Agent, such Lender, Participant or the Issuer is required to repay such refund to such
Governmental Body. This Section shall not be construed to require the Agent, any Lender, Participant or the Issuer to make available
its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.”


 




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1.09         The
Credit Agreement is hereby amended to (i) delete Section 3.11 (Withholding Tax Exemption) of the Credit Agreement
in its entirety and (ii) replace each reference to Section 3.11 in the Credit Agreement with a reference to Section
3.10.


 


1.10         Section
4.11 (Insurance) of the Credit Agreement is hereby amended by adding the following sentence at the end of such Section:


 


“Borrowers
shall take all actions required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance
with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates
of each structure on any real property that will be subject to a mortgage in favor of Agent, for the benefit of the Lenders, and,
to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures
and contents becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required
by the Flood Laws.”


 


1.11         Section
5.7(b) (O.S.H.A. and Environmental Compliance) of the Credit Agreement is deleted in its entirety and replaced with the
following:


 


“(b)
Each Borrower has been issued all required federal, state and local licenses, certificates or permits (collectively, “Approvals”)
relating to all applicable Environmental Laws and all such Approvals are current and in full force and effect.”


 


1.12         Section
5.7 (O.S.H.A. and Environmental Compliance) of the Credit Agreement is hereby amended to add a new clause (d) at
the end of such Section as follows:


 


“(d)          
All Real Property owned by any Borrower is insured pursuant to policies and other bonds which are valid and in full force and effect
and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and
risks of Borrowers in accordance with prudent business practice in the industry of Borrowers. Borrowers have taken all actions
required under the Flood Laws and/or requested by Agent to assist in ensuring that each Lender is in compliance with the Flood
Laws applicable to the Collateral, including, but not limited to, providing Agent with the address and/or GPS coordinates of each
structure located upon any Real Property that will be subject to a Mortgage in favor of Agent, for the benefit of the Lenders,
and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures
and contents becoming Collateral.”


 


1.13         Section
6.5(c) (Minimum Liquidity Test) of the Credit Agreement is deleted in its entirety and replaced with the following:


 


“(c)          Minimum
Liquidity Test. Subject to the proviso below, Borrowers shall


 




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(i)          cause
as of the last day of each fiscal month of Borrowers, commencing with the month ending December 31, 2012, Projected Net Availability
to exceed $1.00; and


 


(ii)         cause
as of the last day of each fiscal month of Borrowers, commencing with the fiscal month ending May 31, 2013, the sum of (A) Pledged
Cash plus (B) Undrawn Availability, to equal or exceed $5,000,000;


 


provided that,
notwithstanding anything herein to the contrary, it shall not constitute a Default or Event of Default if Borrowers violate either
or both components of the Minimum Liquidity Test set forth in preceding clauses (i) or (ii), unless and until the Borrowers
fail to satisfy both components of the Minimum Liquidity Test for two consecutive months.”


 


1.14         Section
7.4 (Investments) of the Credit Agreement is hereby amended by deleting the words “, and (l) Permitted Acquisitions.”
and replacing them with:


 


“, (l)
Permitted Acquisitions and (m) investments of the Borrowers in Foreign Subsidiaries in an aggregate amount not to exceed $100,000
at any time.”


 


1.15         Section
9.3 (Environmental Reports) of the Credit Agreement is hereby amended to delete the word “President” and replace
it with “President or Chief Financial Officer.”


 


1.16         The
Credit Agreement is hereby amended to add the following Section 9.18 (Weekly Cash Flow Projections) in the appropriate
numerical order:


 


“9.18         Weekly
Cash Flow Projections. Commencing on April 17, 2013 and thereafter by the Wednesday of each week thereafter, Borrowers shall
deliver to Agent an updated set of projections of Borrowers’ consolidated cash sources and uses for the week when such projections
are delivered and for the following twelve weeks, prepared on a bi-weekly basis in a manner similar to the Initial Cash Flow Projections
and otherwise in form reasonably satisfactory to Agent (the Initial Cash Flow Projections, as updated by the updated weekly projections
described in this Section 9.18 that are most recently delivered to Agent, the “Cash Flow Projections”).


 


1.17         The
Credit Agreement is hereby amended to add the following Section 10.21 (Reportable Compliance Event) in the appropriate
numerical order:


 


“10.21         
Reportable Compliance Event.         The occurrence of any Reportable
Compliance Event, or any Borrower’s failure to immediately report a Reportable Compliance Event in accordance with Section
16.19 hereof.”


 


1.18         The
Credit Agreement is hereby amended to add the following Section 16.19 (Money Laundering/International Trade Law Compliance)
in the appropriate numerical order:


 


“16.19
Anti-Money Laundering/International Trade Law Compliance. Each Borrower represents and warrants to the Agent, as of the
date of this Agreement, the date of each Advance, the date of any renewal, extension or modification of this Agreement, and at
all times until this Agreement has been terminated and all Obligations have been indefeasibly paid in full, that: (a) no Covered
Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control
of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions
with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance
Authority; (b) the Advances will not be used to fund any operations in, finance any investments or activities in, or, make any
payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any
Compliance Authority; (c) the funds used to repay the Obligations are not derived from any activity that violates any Anti-Terrorism
Laws; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited
by any Anti-Terrorism Laws. The Borrowers covenant and agree that they shall immediately notify the Agent in writing upon the occurrence
of a Reportable Compliance Event.”


 




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Article
II

effectiveness of amendments


 


2.01         Conditions.
This Amendment shall be effective as of the date hereof once each of the following has been delivered to Agent or performed to
Agent’s satisfaction:


 


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


 


(b)          Agent
shall have received Borrowers’ projected cash sources and uses for Borrowers on a consolidated bi-weekly basis for the period
ending on June 28, 2013 (the “Initial Cash Flow Projections”), which shall be in a form reasonably satisfactory
to the Agent;


 


(c)          payment
by Borrowers to Agent for the account of PNC Bank, as Lender, an amendment and waiver fee pursuant to the terms of the confidential
fee letter dated of even date herewith;


 


(d)          an
executed copy of an amendment to the Elm Park Loan Agreement in form and substance satisfactory to Agent and Lender in all respects,
and which waives Borrowers’ non-compliance with the minimum liquidity test and certain other covenants set forth in the Elm
Park Loan Agreement (the “EP Amendment”); and


 


(e)          such
other documents, instruments and information as Agent may reasonably request.


 


Article
III

WAIVERS, CoNSENT, REPRESENTATIONS AND WARRANTIES


 


3.01         Waiver
of Existing Default. Subject to the terms and conditions set out in this Amendment, and in reliance of the representations
and warranties of Borrowers set forth in Section 3.05 hereof, Agent and Lender hereby (a) waive any violation
of, or noncompliance with, any provision of Credit Agreement or any Other Documents caused solely by the Existing Defaults, and
(b) agree not to exercise any of their rights available under the Credit Agreement or the Other Documents solely as a result
of any such violation or noncompliance described in clause (a) of this Section 3.01. Except as set
forth in the first sentence of this Section 3.01, Borrowers hereby agree that (i) such waiver does not constitute
a waiver of any present or future violation of or noncompliance with any provision of the Credit Agreement or Other Documents or
a waiver of Agent’s or Lender’s rights to insist upon strict compliance with each term, covenant, condition, and provision
of the Credit Agreement or any Other Documents executed from time to time in connection therewith, or (ii) prejudice any right
or remedy Agent or Lender may now have (after giving effect to the foregoing waiver) or may have in the future under or in connection
with the Credit Agreement or any Other Documents. Except as set forth in the first sentence of this Section 3.01,
Agent and Lender hereby reserve all rights granted under the Credit Agreement, this Amendment, and any other contract or instrument
among Borrowers, Lender and Agent.


 




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3.02         Consent
to Merger/Name Change. Empeiria desires to form Integrated Drilling Equipment Holdings Corp., a Delaware corporation (“Merger
Sub”), and merge therewith, with Empeiria being the surviving corporation of such merger and adopting the name Integrated
Drilling Equipment Holdings Corp. going forward (the “Proposed Name Change”). Empeiria represents, warrants
and covenants that Merger Sub will have no material business, operations, assets, or liabilities at any time prior to the merger
with Empeiria. Agent and Lenders hereby consent to the Proposed Name Change. Agent and Lenders waive the 30 days prior written
notice of the Proposed Name Change from Empeiria to Agent and Lenders set forth in Section 7.15(b) of the Credit
Agreement. Furthermore, so long as (a) the Proposed Name Change occurs on or prior to April 10, 2013, and (b) Merger Sub has no
material business, operations, assets, or liabilities at any time prior to the merger with Empeiria, Agent and Lenders waive compliance
by the Borrowers with Sections 7.1, 7.4, 7.12, 7.15 and 7.23 in connection with the formation
of Merger Sub and the merger and agree that Merger Sub is not required to become a Guarantor or co-borrower under the Credit Agreement
prior to the Proposed Name Change.


 


3.03         February
2013 Financial Statements. Agent and Lender agree that the date by which Borrowers are required to provide their monthly financial
statements for February 2013, per Section 9.9 of the Credit Agreement, is extended to April 15, 2013.


 


3.04         Consent
to Amendment. Agent and Lenders hereby consent to the execution and delivery of the amendment to the EP Amendment in the form
provided to Agent on or before the date hereof.


 


3.05         Scope
of Agreement; RELEASE. Except as specifically amended and/or waived by this Amendment, the Credit Agreement 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 acknowledge as of the date hereof that
they have no knowledge of any defense, counterclaim, offset, cross complaint, 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. Notwithstanding the foregoing, each Borrower
hereby releases and disclaims forever any defenses, counterclaims, offsets, cross complaints, claims or demands of any kind or
nature, known or unknown, whatsoever in each case existing as of the date hereof, or which may hereafter accrue solely to the extent
regarding any actions or facts occurring prior to the date hereof, against Agent or any Lender and their respective directors,
officers, affiliates, attorneys, employees and agents.


 


3.06         Representations
and Warranties. Borrowers jointly and severally represent and warrant to Agent and Lender 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
Section 2.01(d)) 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 or to the extent such representations and warranties relate to the Existing Defaults), (f) each Borrower is
in compliance with all covenants and agreements, other than with respect to the Existing Defaults, contained in the Credit Agreement
and each Other Document to which it is a party, and (g) no Default or Event of Default (other than the Existing Defaults) has occurred
and is continuing. The representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment.
No investigation by Agent or Lender is required for Agent or Lender to rely on the representations and warranties in this Amendment.


 




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Article
IV


CONSULTANT
and financing updates


 


4.01         Consultant.
By not later than two weeks following the date hereof (and in any event by no later than April 30, 2013), Borrowers shall engage
a third-party business consulting firm reasonably acceptable to Agent (the “Consultant”) to consult,
review, analyze and advise as to the ongoing business operations, contracts, and financial performance of Borrowers. Borrowers
shall require the Consultant (i) to remain engaged by Borrowers at all times following the date hereof (unless replaced with another
Consultant that is acceptable to Agent), (ii) to provide Agent with copies of the written reports, data and recommendations with
respect to the Borrowers and to disclose information regarding the Borrower’s business as Agent may request, and (iii) to
fully cooperate with and to promptly respond to inquiries or requests from Agent.


 


4.02         Financing
Updates. Borrowers shall comply with Section 4.01 of the EP Amendment regarding providing Elm Park Agent weekly
updates on Borrowers’ efforts to raise additional capital for Emperia.


 


Article
V

Miscellaneous.


 


5.01         No
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 Lender’s right to insist upon future compliance with each term, covenant, condition and provision of the Credit
Agreement or Other Documents.


 


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


 


5.03         Headings.
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.


 


5.04         Costs,
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.


 


5.05         Successors
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.


 




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5.06         Multiple
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.


 


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


 


5.08         Entirety.
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.]


 




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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/ N. Michael Dion
	 	 	Name: N. Michael Dion
	 	 	Title: CFO
	 	 	 
	 	 	INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC
	 	 	 
	 	 	By:	 /s/ N. Michael Dion
	 	 	Name: N. Michael Dion
	 	 	Title: CFO
	 	 	 
	 	 	EMPEIRIA ACQUISITION CORP.
	 	 	 
	 	 	By:	 /s/ N. Michael Dion
	 	 	Name: N. Michael Dion
	 	 	Title: CFO


 


Signature Page to First Amendment to Amended
and Restated


Revolving Credit and Security Agreement


 




    	 



    	 



    

 


	 	 	AGENT AND LENDER:
	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	By: 	/s/ Kay L. Murphy
	 	 	 	Kay L. Murphy
	 	 	 	Vice President


 


Signature Page to First Amendment to Amended
and Restated


Revolving Credit and Security Agreement