THIRD AMENDMENT TO TERM LOAN AND SECURITY
AGREEMENT


 


THIS THIRD AMENDMENT
TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 31, 2014, among INTEGRATED DRILLING
EQUIPMENT HOLDINGS CORP. (formerly known as Empeiria Acquisition Corp., “IDE Holdings Corp.”), INTEGRATED DRILLING
EQUIPMENT, LLC, a Delaware limited liability company (“IDE”), and INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS,
LLC, a Delaware limited liability company (“Holdings LLC”; IDE Holdings Corp., IDE and Holdings LLC are referred
to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally,
as the “Borrowers”), the lenders which are a party hereto (collectively, the “Lenders” and
individually a “Lender”) and ELM PARK CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Elm
Park Capital Management”), as agent for Lenders (Elm Park Capital Management, in such capacity, the “Agent”).
Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Term Loan and Security Agreement
(defined below).


 


 


RECITALS


 


A.Borrowers, Agent
and the Lenders are parties to that certain Term Loan and Security Agreement, dated as of December 14, 2012 (as amended by
the First Amendment to Term Loan and Security Agreement dated April 9, 2013 (the “First Amendment”), the Second
Amendment to Term Loan and Security Agreement dated October 17, 2013 (the “Second Amendment”), and as amended,
restated, joined, extended, supplemented or otherwise modified from time to time, the “Term Loan and Security Agreement”).


 


B.The Obligations
are scheduled to mature on September 30, 2014, and Borrowers have requested that Agent and Lenders extend the stated term of the
Term Loan and Security Agreement for an additional nine-month period.


 


C.Borrowers, Agent
and Lenders have agreed to amend the Term Loan and Security 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 Term Loan and Security Agreement


 


1.01         
Section 2.1 (Term Loan) of the Term Loan and Security Agreement is hereby amended by amending and
restating the table set forth therein in its entirety as follows:


 


	Date	Installment Amount
	March 31, 2014	$300,000
	June 30, 2014	$300,000
	September 30, 2014	$300,000
	December 31, 2014	$300,000
	March 31, 2015	$300,000


 






    	



    	 



    

 


 


1.02
Section 3.2 (PIK Interest) of the Term Loan and Security Agreement is deleted in its entirety
and replaced with the following:


 


“3.2 PIK Interest.
In addition to any and all other interest provided for in this Agreement, the principal balance of the Term Loan (inclusive of
any PIK Amount) shall bear additional interest on the daily balance thereof at a per annum rate equal to 4.00% (or during any period
of time when Borrower’s Total Leverage Ratio (calculated as of the end of the most recently completed fiscal quarter ending
after March 31, 2014 for which quarterly financial statements were most recently required to be delivered to Agent) is less than
3:50:1.00, 2.00%), which interest shall accrue with respect to the Term Loan from and after the Closing Date, and shall be paid
in immediately available funds or paid-in-kind as Borrowers elect, in the sole and absolute discretion of Borrowers, by being added
to the principal balance of the Term Loan (inclusive of any PIK Amount theretofore so added) on the first day of each quarter from
and including January 1, 2013 and thereafter. Upon the expiration of the Term, any outstanding PIK Amount shall be due and payable
without notice or demand. In the avoidance of doubt, it is hereby acknowledged and agreed that, except to the extent expressly
provided to the contrary herein, any reference to the principal balance of the Term Loan or the Obligations shall be deemed to
include the PIK Amount.”


 


1.03
Section 6.5 (Financial Covenants) of the Term Loan and Security Agreement are
deleted in their entirety and replaced with the following:


 


“(a)
[Intentionally Omitted]


 


(b) Fixed
Charge Coverage Ratio. Cause to be maintained as of the last day of each month, commencing with the month ending June 30, 2014,
and for each month ending thereafter, a Fixed Charge Coverage Ratio of not less than the applicable ratio required as set
forth in the following table, for each applicable period:


 


	Applicable Period	Ratio
	For the six month period ending June 30, 2014	1.0 to 1.0
	For the seven month period ending July 31, 2014, 	1.0 to 1.0
	For the eight month period ending August 31, 2014,	1.0 to 1.0
	For the nine month period ending September 30, 2014,	1.1 to 1.0
	For the ten month period ending October 31, 2014	1.1 to 1.0
	For the eleven month period ending November 30, 2014	1.1 to 1.0
	For the twelve month period ending December 31, 2014	1.1 to 1.0
	For the twelve month period ending January 31, 2015	1.1 to 1.0
	For the twelve month period ending February 28, 2015	1.1 to 1.0
	For the twelve month period ending March 31, 2015	1.1 to 1.0
	For the twelve month period ending April 30, 2015	1.1 to 1.0
	For the twelve month period ending May 31, 2015, and thereafter	1.1 to 1.0


 


 






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(c) Minimum
EBITDA. Cause to be maintained minimum EBITDA, measured quarterly, of at least the applicable amount required as set forth
in the following table, for each applicable period:


 


	Applicable Period	Applicable Amount
	For the twelve month period

ending June 30, 2014	$3,000,000
	For the twelve month period

ending September 30, 2014	$5,000,000
	For the twelve month period

ending December 31, 2014	$8,000,000
	For the twelve month period

ending March 31, 2015, and thereafter	$8,000,000


 


 


(d) [Intentionally
Omitted]


 


(e)
Capital Expenditures. Contract for, purchase or make any expenditure or commitments for Capital Expenditures
in an amount less than or equal to, but not greater than, the amount set forth in the following table for the applicable period
set forth opposite thereto:


 


	Applicable Period	Applicable Amount
	For the twelve month period

ending December 31, 2014	$2,000,000
	For the three month period

ending March 31, 2015	$1,000,000


 


 






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1.04
The first sentence of Section 13.1 (Term) of the Term Loan and Security Agreement is hereby
amended by deleting the date “September 30, 2014” where it appears and replacing it with “June 30, 2015”.


 


1.05
Subsection (a) of Section 16.2 (Entire Understanding) of the Term Loan and Security
Agreement is hereby amended by inserting after the third sentence in such subsection (a), the following new sentence:


 


“Notwithstanding
the foregoing, Agent may modify this Agreement or any of the Other Documents for the purposes of completing missing content or
correcting erroneous content of an administrative nature, without the need for a written amendment, provided that the Agent shall
send a copy of any such modification to the Borrower and each Lender (which copy may be provided by electronic mail).”


 


Article
II

effectiveness of amendments


 


2.01
Conditions. This Amendment shall be effective once each of the following has been delivered to Agent
or performed to Agent and Lenders’ satisfaction:


 


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


 


(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 First Lien Amendment (defined below);


 


(c)               
an executed copy of an amendment to the First Lien Loan Agreement in form and substance satisfactory to Agent and Lenders
in all respects, and which, among other things, modifies the stated maturity date under the First Lien Loan Agreement to no earlier
than December 31, 2014 (the “First Lien Amendment”);


 


(d)              
written consent from the First Lien Lenders to all terms and conditions of this Amendment and that this Amendment is expressly
permitted under the First Lien Intercreditor Agreement; and


 


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


 


Article
III

WAIVERS, CoNSENT, REPRESENTATIONS AND WARRANTIES


 


3.01         
Consent to Amendment. Agent and Lenders hereby consent to the execution and delivery of the amendment
to the First Lien Loan Agreement in the form provided to Agent on or before the date hereof. 


 


3.02         
Scope of Agreement; RELEASE. Except as specifically
amended and/or waived by this Amendment, the Term Loan and Security 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 action, claim, CROSS COMPLAINT, DEFENSE, COUNterCLAIM,
OFFSET, demaND, cause of action, judgment, execution, suit, debt, liability, cost, damage, expense or other obligation 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 Term Loan and Security 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, for itself and its
successors and assigns, fully and without reserve, hereby FOREVER releases, disclaims, and DISCHARGES EACH Agent or any Lender,
its respective successors and assigns, and their respective directors, officers, affiliates, attorneys, employees, TRustees, representatives
and agents (COLLECTIVELY, THE “RELEASED PARTIES” and INDIVIDUALLY, A “RELEASED PARTY”) FROM any AND all
actions, claims, CROSS COMPLAINTS, DEFENSES, COUNTERCLAIMS, OFFSETS, 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),
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.


 






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3.03         
Representations 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 Lenders and the First Lien Agent and First
Lien 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 Term Loan and Security 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 contained in the Term Loan and Security
Agreement and each Other Document to which it is a party, and (g) no Default or Event of Default 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 Lenders is required for Agent or Lenders to rely on the representations and warranties in this Amendment.


 


Article
IV 


COVENANTS
AND CONSENT


 


4.01
Cost Reduction Plan. Borrowers shall at all times continue to comply with the provisions of the cost
reduction plan approved by the board of directors of IDE Holdings Corp., which shall be in form and substance satisfactory to Agent
and Lenders. Borrowers shall promptly notify Agent of any modifications to such cost reduction plan which are subsequently approved
by the board of directors of IDE Holdings Corp.


 






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4.02
Termination of Consultant. Agent and Lenders consent and agree that Borrowers may terminate the engagement
of the third-party business consulting firm, as required by Section 4.02 of the First Amendment entered into by the parties hereto.
Borrowers acknowledge that Agent and Lenders reserve their rights to require that Borrowers engage a consultant in the future,
upon the occurrence of any Default or Event of Default after the date hereof.





 


Article
V

Miscellaneous


 


5.01
No Waiver; Effect of Amendments; etc.. Except as expressly set forth herein, this Amendment does not
constitute (i) a waiver of, or a consent to, (A) any provision of any Term Loan and Security 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
Term Loan and Security Agreement or Other Documents, or (ii) a waiver of Agent’s or Lenders’ right to insist upon future
compliance with each term, covenant, condition and provision of the Term Loan and Security Agreement or Other Documents. This Amendment
shall constitute an Other Document under the Term Loan and Security Agreement and any failure by any Borrower to comply with any
of the provisions of this Amendment when due shall constitute an immediate Event of Default under the Term Loan and Security Agreement.
Upon and after the effectiveness of this Amendment, each reference in the Term Loan and Security Agreement to “this Agreement”,
“hereunder”, “herein”, “hereof” or words of like import referring to the Term Loan and Security
Agreement, and each reference in the other Documents to “the Loan Agreement”, “thereunder”, “therein”,
“thereof” or words of like import referring to the Term Loan and Security Agreement, shall mean and be a reference
to the Term Loan and Security Agreement as modified and amended hereby.


 


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 Term Loan and Security Agreement, or the Other Documents.


 


5.04
Costs, Expenses and Attorneys’ Fees. Borrowers jointly and severally agree to pay or reimburse
Agent and Lenders 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 Lenders’ counsel.


 


5.05         
Reaffirmation of Obligations. Each Borrower hereby reaffirms its obligations under each Loan Document
to which it is a party. Each Borrower hereby further ratifies and reaffirms the validity and enforceability of all of the liens
and security interests heretofore granted, pursuant to and in connection with the Term Loan and Security Agreement or any other
Document, to Agent, as collateral security for the Obligations, and acknowledges that all of such Liens and security interests,
and all Collateral heretofore pledged as security for such Obligations, continue to be and remain collateral for such Obligations
as of the date hereof. Each Borrower hereby acknowledges, confirms and agrees that as of the close of business on March 31, 2014,
the Borrowers were indebted to the Lenders for the Term Loan in an aggregate outstanding principal balance of $19,923,523.01,
plus accrued and unpaid interest in the amount of $204,752.31, plus accrued and unpaid costs and expense owing
under the Documents. All such Obligations owing by the Borrowers are unconditionally owing by the Borrowers to Agent and the Lenders,
without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever and shall be payable
in accordance with the terms of the Term Loan and Security Agreement and the other Documents.


 






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5.06         
Ratification. Each Borrower hereby restates, ratifies and reaffirms each and every term and condition
set forth in the Term Loan and Security Agreement and the other Documents to which it is a party effective as of the date hereof
and as amended hereby.


 


5.07
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.


 


5.08
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 Lenders.


 


5.09
Governing Law; Venue; Etc.. This Amendment must be construed, and its performance enforced, under
the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding
brought by or against any Borrower with respect to this Amendment may be brought in any court of competent jurisdiction in the
State of New York, United States of America, and, by execution and delivery of this Amendment, each Borrower accepts for itself
and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and
irrevocably agrees to be bound by any judgment rendered thereby in connection with this Amendment. Each Borrower hereby waives
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. Each Borrower hereby waives the right to remove any judicial proceeding brought against
such Borrower in any state court to any federal court. Any judicial proceeding by any Borrower against Agent or any Lender involving,
directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related
agreement, shall be brought only in a federal or state court located in the County of New York, State of New York.


 


5.10
Entirety. This Amendment, the Term Loan and Security 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.


 





	 	 	 
	 	INTEGRATED DRILLING
    EQUIPMENT, LLC
	 	as Borrowing Agent
    and as a Borrower
	 	 	 
	 	 	 
	 	By:	/s/
    N. Michael Dion
	 	Name:	N.
    Michael Dion
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	 	 
	 	INTEGRATED DRILLING
    EQUIPMENT COMPANY HOLDINGS, LLC
	 	as a Borrower
	 	 	 
	 	 	 
	 	By:	/s/
    N. Michael Dion
	 	Name:	N.
    Michael Dion
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	 	 
	 	INTEGRATED DRILLING
    EQUIPMENT HOLDINGS CORP.
	 	as a Borrower
	 	 	 
	 	 	 
	 	By:	/s/
    N. Michael Dion
	 	Name:	N.
    Michael Dion
	 	Title:	Chief
    Financial Officer













 


  


 


[SIGNATURE
PAGE TO THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT]









    	 



    	 



    

 





	 	ELM PARK CAPITAL
    MANAGEMENT, LLC
	 	as Agent 
	 	 	 
	 	 	 
	 	By: 	/s/
    Mark Schachter
	 	Name: 	Mark
    Schachter
	 	Title: 	Authorized Signatory







 


 


 





[SIGNATURE
PAGE TO THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT]












    	 



    	 



    

 


	 	ELM
                                         PARK CREDIT OPPORTUNITIES FUND, L.P.




	 	as
                                         a Lender




	 	 	 
	 	 	 
	 	By: 	/s/
    Mark Schachter
	 	Name: 	Mark
    Schachter
	 	Title: 	Authorized
Signatory



 


 


 


 


[SIGNATURE
PAGE TO THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT]






    	 



    	 



    

 


 


	 	ELM PARK CREDIT
    OPPORTUNITIES FUND (CANADA), L.P.
	 	as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/
    Charles Winograd
	 	Name: 	Charles
    Winograd
	 	Title: 	Authorized Signatory






 


 


 


[SIGNATURE
PAGE TO THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT]