AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH INTEGRATED DRILLING EQUIPMENT, LLC INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC AND EMPEIRIA ACQUISITION CORP. (AS...Security Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Texas
Amended and Restated Revolving Credit and Security Agreement dated as of December 14, 2012, among INTEGRATED DRILLING EQUIPMENT, LLC, a limited liability company formed under the laws of the State of Delaware (“IDE”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC (formerly known as IDE Acquisition Co., LLC), a limited liability company formed under the laws of the State of Delaware (“Holdings”), and EMPEIRIA ACQUISITION CORP., a corporation formed under the laws of Delaware (“Empeiria,” and collectively with IDE and Holdings, “Borrowers” and each is individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Texas
This FIRST AMENDMENT TO COMMERCIAL LEASE (this “Amendment”), dated as of December 14, 2012, is made and entered into by and between IDECO LLC (“Landlord”), and ADVANCED RIG SERVICES LLC (“Tenant”).
VOTING AGREEMENTVoting Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
THIS VOTING AGREEMENT (this “Agreement”) is entered into on December 14, 2012, by and among Empeiria Acquisition Corporation, a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”), Stephen D. Cope (“Cope”), the undersigned parties listed under Holder on the signature page hereto (the “IDE Holders”) and the other parties that execute this Agreement or joinders hereto from time to time.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated December 14, 2012, is made by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).
Lock-up AgreementLock-Up Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2012, is made by and between Empeiria Acquisition Corporation, a Delaware corporation (the “Seller”) and Empeiria Investors, LLC, a Delaware limited liability company (“Purchaser”).
TERMINATION & INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
THIS TERMINATION & INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, dated as of December 14, 2012 (this “Agreement”), is entered into by and between International Drilling Equipment Company LLC (“International”), Integrated Drilling Equipment Company, a Texas corporation (“IDE”), and Integrated Drilling Equipment, LLC, a Delaware limited liability company (“Assignee”). International, Assignee and IDE are collectively referred to herein as the “Parties.”
EMPEIRIA ACQUISITION CORP. COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • Delaware
This COMMON STOCK WARRANT AGREEMENT (the “Agreement”) is dated as of December 14, 2012, and entered into by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”) on the one hand, Elm Park Credit Opportunities Fund, L.P., a Delaware limited partnership (“Elm Park U.S.”), Elm Park Credit Opportunities Fund, L.P., an Ontario limited partnership (“Elm Park Canada”), and one or more other investments funds managed by Elm Park Capital Management, LLC, a Delaware limited liability company (“Elm Park Capital Management”) and/or their affiliates and participant (collectively, the “Warrant Holders” and each a “Warrant Holder”) on the other hand. (The Warrants (as hereinafter defined) may be transferred to one or more transferees in whole or in part from time to time in accordance with the terms hereof; accordingly in the event of such a transfer, “Warrant Holder” shall mean each and every holder of a Warrant, or any part thereof, from time to time). Capitalized terms not o
TERM LOAN AND SECURITY AGREEMENT by and among ELM PARK CAPITAL MANAGEMENT, LLC (as Agent) THE LENDERS THAT ARE SIGNATORY HERETO (as Lenders) EMPEIRIA ACQUISITION CORP. and INTEGRATED DRILLING EQUIPMENT, LLC and INTEGRATED DRILLING EQUIPMENT COMPANY...Intercreditor Agreement • December 20th, 2012 • Empeiria Acquisition Corp • Blank checks • New York
Term Loan and Security Agreement dated as of December 14, 2012, among EMPEIRIA ACQUISITION CORP., a Delaware corporation (“Empeiria”), INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE”), and INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC (formerly known as IDE Acquisition Co., LLC), a Delaware limited liability company (“Holdings”; Empeiria, IDE and Holdings are collectively the “Borrowers” and each individually is a “Borrower”), the financial institutions which are now or which hereafter become 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”).
