UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2019

 

 

SAExploration Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

001-35471

(Commission file number)

27-4867100

(IRS Employer Identification No.)

1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079

(Address of principal executive offices) (Zip Code)

(281) 258-4400

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, par value $0.0001   SAEX   NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Forbearance Agreements

As previously disclosed, on September 23, 2019, SAExploration Holdings, Inc. (the “Company”) and certain of its subsidiaries entered into a series of forbearance agreements with:

 

  •  

certain lenders (the “ABL Forbearing Parties”) of approximately $20.5 million in aggregate principal amount (representing approximately 93% of the outstanding principal amount) of the loans under the Third Amended and Restated Credit and Security Agreement, dated as of September 26, 2018 (as amended, the “ABL Agreement”), by and among SAExploration Inc., a subsidiary of the Company, as the borrower, the Company, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Cantor Fitzgerald Securities, as the agent (the “ABL Forbearance Agreement”);

 

  •  

certain lenders (the “Term Loan Forbearing Parties”) of at least 67% of the outstanding principal amount of the term loans under the Term Loan and Security Agreement, dated as of June 29, 2016 (as amended, the “Term Loan Agreement”), by and among the Company, as the borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Delaware Trust Company, as the Collateral Agent and as the Administrative Agent (the “Term Loan Forbearance Agreement”); and

 

  •  

certain holders (the “Notes Forbearing Parties” and together with the Term Loan Forbearing Parties and the ABL Forbearing Parties, the “Forbearing Parties”) of at least 90% of the outstanding principal amount of the Company’s 6.00% Senior Secured Convertible Notes due 2023 (the “Convertible Notes”) issued pursuant to the indenture, dated as of September 26, 2018 (as amended, the “Convertible Notes Indenture” and, together with the Term Loan Agreement and the ABL Agreement, the “Debt Instruments”), by and among the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral trustee (the “Convertible Notes Forbearance Agreement” and together with the Term Loan Forbearance Agreement and the ABL Forbearance Agreement, the “Forbearance Agreements”).

On December 31, 2019, the Company and certain of its subsidiaries entered into amendments to the Forbearance Agreements (together, the “Forbearance Agreement Amendments”). Pursuant to the Forbearance Agreement Amendments, the Forbearing Parties agreed to: (i) extend the effectiveness of their agreement to refrain from exercising their rights and remedies under the Debt Instruments and applicable law (the “Forbearance”) until the earlier of (a) January 27, 2020, and (b) the date the Forbearance Agreements otherwise terminate in accordance with their terms; and (ii) make certain amendments to the existing and potential defaults covered by the Forbearance.

The foregoing description of the Forbearance Agreement Amendments is a summary only and is qualified in its entirety by reference to the complete text of Forbearance Agreement Amendments attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, each incorporated herein by reference.

 

2

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 30, 2019, the Company’s Board of Directors terminated the employment of Brian Beatty, the Company’s Chief Operating Officer. Under the terms of his employment agreement with the Company, as a result of his termination, Mr. Beatty was deemed to have immediately resigned as a director of the Company as well as any other office, position, or directorship which he held with any of the Company’s affiliates. Mr. Beatty will not receive any compensation or other severance benefits in connection with the termination of his employment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number 		   Description
10.1    Amendment No. 1 to Forbearance Agreement, dated as of December  31, 2019, among SAExploration, Inc., SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto.
10.2    Amendment No. 1 to Forbearance Agreement, dated as of December 31, 2019, among SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto.
10.3    Amendment No. 1 to Forbearance Agreement, dated as of December 31, 2019, among SAExploration Holdings, Inc. and the holders party thereto.

 

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

SAExploration Holdings, Inc.

Date: December 31, 2019

    By:  

/s/ Kevin Hubbard

   

Name: Kevin Hubbard

   

Title: Interim Chief Financial Officer

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT

This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of December 31, 2019 (this “Amendment”) among SAEXPLORATION, INC., a Delaware corporation (the “Borrower”), SAExploration Holdings, Inc., a Delaware corporation (“Parent”), the other Loan Parties (as defined in the Credit Agreement referred to below), and the Lenders (as defined in the Credit Agreement) party hereto (the “Forbearing Lenders”), together constituting the Required Lenders (as defined in the Credit Agreement), hereby amends the Forbearance Agreement (the “Forbearance Agreement”), dated as of September 23, 2019, by and among the parties thereto. Capitalized terms used and not defined herein shall have the definitions ascribed to such terms in the Forbearance Agreement or Credit Agreement (as defined below), as applicable.

RECITALS

WHEREAS, the Borrower, the other Loan Parties, Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders under and as defined in the Credit Agreement (in such capacity, the “Agent”), and the Lenders (including the Forbearing Lenders) are party to that certain Third Amended and Restated Credit and Security Agreement, dated as of September 26, 2018 (as heretofore amended or otherwise modified, the “Credit Agreement”);

WHEREAS, each of the parties hereto is party to the Forbearance Agreement relating to the Credit Agreement, pursuant to which the Forbearing Lenders, upon the terms and conditions set forth in the Forbearance Agreement, agreed to forbear during the Forbearance Period from exercising certain rights and remedies arising from or in respect of the Existing Defaults and the Potential Defaults specified in Exhibit A to the Forbearance Agreement;

WHEREAS, the parties hereby desire to make certain amendments to the Forbearance Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments to Forbearance Agreement.

(a) The following defined term in Section 1 of the Forbearance Agreement is hereby amended and restated as follows:

“Termination Date” means 5:00 p.m. on the earlier of (i) January 27, 2020, or (ii) the date on which a Termination Event occurs. “Termination Event” means the occurrence of any of the following: (i) the receipt by the Loan Parties of a written notice from Forbearing Lenders constituting the Required Lenders terminating the Forbearance Period if (A) any representation or warranty made herein by any Loan Party shall be false in any material respect when made, (B) any Loan Party shall fail to perform, observe or comply with any of its covenants and agreements contained in this Agreement, including without limitation, any breach of Section 5 hereof, which failure is not remedied within one (1) Business Day after any Loan Party receives from any Forbearing Lender written notice thereof, (C) any

Event of Default, other than an Existing Default, a Potential Default, or an Event of Default pursuant to Sections 9.4 or 9.5 of the Credit Agreement, shall have occurred and be continuing, (D) the “Termination Date” or any “Termination Event” (each, as defined in the Term Loan Forbearance Agreement or the Convertible Notes Forbearance Agreement, as applicable) shall occur, or the Term Loan Forbearance Agreement or the Convertible Notes Forbearance Agreement shall otherwise cease to be in full force and effect, or (E) the second Business Day following the Restatement Date, or (ii) any Event of Default pursuant to Sections 9.4 or 9.5 of the Credit Agreement.

(b) Exhibit A of the Forbearance Agreement is hereby amended to insert the Existing Defaults and Potential Defaults identified in Exhibit 1 hereto.

Section 2. No Other Amendments. This Amendment shall not constitute an amendment of any provision of the Forbearance Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Forbearance Agreement shall remain in full force and effect in accordance with their terms.

Section 3. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 4. Controlling Effect. The parties hereto hereby agree that this Amendment shall be a “Loan Document” as defined in the Credit Agreement. In the event of a conflict or inconsistency between this Amendment and the Credit Agreement or any other Loan Document, this Amendment shall control.

Section 5. Governing Law. The validity of this Amendment and the other Loan Documents (unless expressly provided to the contrary in another Loan Document in respect of such other Loan Document), the construction, interpretation, and enforcement hereof and thereof, and the rights of the parties hereto and thereto with respect to all matters arising hereunder or thereunder or related hereto or thereto as well as all claims, controversies or disputes arising under or related to this Amendment and the other Loan Documents shall be determined under, governed by, and construed in accordance with the laws of the state of New York, without regard to the conflicts of laws principles thereof that would require the application of the laws of another jurisdiction.

[Signature Pages Follow]

 

2

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

 

BORROWER:
SAEXPLORATION, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

GUARANTORS:
SAEXPLORATION HOLDINGS, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Chief Executive Officer

 

SAEXPLORATION SUB, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

NES, LLC
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

SAEXPLORATION SEISMIC SERVICES (US), LLC
By:  

/s/ Michael J. Faust

  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING LENDERS:
WHITEBOX ASYMMETRIC PARTNERS, L.P.
By:   /s/ Mark Strefling
  Name: Mark Strefling
  Title: Partner & CEO

 

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.
By:   Whitebox Advisors LLC its investment manager
By:   /s/ Mark Strefling
  Name: Mark Strefling
  Title: Partner & CEO

 

WHITEBOX CREDIT PARTNERS, L.P.
By:   Whitebox Advisors LLC its investment manager
By:   /s/ Mark Strefling
  Name: Mark Strefling
  Title: Partner & CEO

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING LENDERS:
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN KICKING HORSE FUND, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN SUMMIT TRADING, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING LENDERS:

 

HIGHBRIDGE MSF INTERNATIONAL LTD.

By:     Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
By:     /s/ Jonathan Segal
         Name:   Jonathan Segal
         Title:   Managing Director

 

HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.
By:     Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
By:   /s/ Jonathan Segal
         Name:   Jonathan Segal
         Title:   Managing Director

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING LENDERS:

 

JOHN PECORA

By:   /s/ John Pecora

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

Exhibit 1

EXISTING DEFAULTS

 

7.

Events of Default under Section 9.2(a) of the Credit Agreement as a result of the failure to timely furnish, pursuant to Section 6.1 and Schedule 6.1 of the Credit Agreement, copies of the Parent’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to the Required Lenders in their Permitted Discretion, for the 2020 fiscal year, on a monthly basis, together with any applicable Compliance Certificates.

 

8.

Any Default or Event of Default under Section 9.2(a) of the Credit Agreement as a result of the failure to timely furnish, pursuant to Section 6.1 of the Credit Agreement, the unaudited financial statements for the month ended November 30, 2019, together with any applicable Compliance Certificate.

 

9.

Any existing event of default under the Term Documents or Convertible Notes Documents which is the subject of a forbearance agreement or forbearance extension entered into by the parties thereto contemporaneously with an extension of the Termination Date under this Agreement agreed to by the Forbearing Lenders.

POTENTIAL DEFAULTS

 

8.

Any Default or Event of Default under Section 9.2(a) of the Credit Agreement as a result of the failure to timely furnish, pursuant to Section 6.1 of the Credit Agreement, the unaudited financial statements for the month ended December 31, 2019, together with any applicable Compliance Certificate.

 

9.

Any anticipated default under the Term Documents or Convertible Notes Documents which is the subject of a forbearance agreement or forbearance extension entered into by the parties thereto contemporaneously with an extension of the Termination Date under this Agreement agreed to by the Forbearing Lenders.

Exh. 1

Exhibit 10.2

Execution Version

AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT

This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of December 31, 2019 (this “Amendment”) among SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below), and the Lenders (as defined in the Credit Agreement) party hereto (the “Forbearing Lenders”), together constituting the Required Lenders (as defined in the Credit Agreement), hereby amends the Forbearance Agreement (the “Forbearance Agreement”), dated as of September 23, 2019, by and among the parties thereto. Capitalized terms used and not defined herein shall have the definitions ascribed to such terms in the Forbearance Agreement or Credit Agreement (as defined below), as applicable.

RECITALS

WHEREAS, the Borrower, the other Loan Parties, Delaware Trust Company, as administrative agent and collateral agent for the Lenders under and as defined in the Credit Agreement (in such capacity, the “Agent”), and the Lenders (including the Forbearing Lenders) are party to that certain Term Loan and Security Agreement, dated as of June 29, 2016 (as heretofore amended or otherwise modified, the “Credit Agreement”);

WHEREAS, each of the parties hereto is party to the Forbearance Agreement relating to the Credit Agreement, pursuant to which the Forbearing Lenders, upon the terms and conditions set forth in the Forbearance Agreement, agreed to forbear during the Forbearance Period from exercising certain rights and remedies arising from or in respect of the Existing Defaults and the Potential Defaults specified in Exhibit A to the Forbearance Agreement;

WHEREAS, the parties hereby desire to make certain amendments to the Forbearance Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments to Forbearance Agreement.

(a) The following defined term in Section 1 of the Forbearance Agreement is hereby amended and restated as follows:

“Termination Date” means 5:00 p.m. on the earlier of (i) January 27, 2020, or (ii) the date on which a Termination Event occurs.

(b) Exhibit A of the Forbearance Agreement is hereby amended to insert the Existing Defaults and Potential Defaults identified in Exhibit 1 hereto.

Section 2. No Other Amendments. This Amendment shall not constitute an amendment of any provision of the Forbearance Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Forbearance Agreement shall remain in full force and effect in accordance with their terms.

Section 3. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 4. Controlling Effect. The parties hereto hereby agree that this Amendment shall be a “Loan Document” as defined in the Credit Agreement. In the event of a conflict or inconsistency between this Amendment and the Credit Agreement or any other Loan Document, this Amendment shall control.

Section 5. Governing Law. The validity of this Amendment and the other Loan Documents (unless expressly provided to the contrary in another Loan Document in respect of such other Loan Document), the construction, interpretation, and enforcement hereof and thereof, and the rights of the parties hereto and thereto with respect to all matters arising hereunder or thereunder or related hereto or thereto as well as all claims, controversies or disputes arising under or related to this Amendment and the other Loan Documents shall be determined under, governed by, and construed in accordance with the laws of the state of New York, without regard to the conflicts of laws principles thereof that would require the application of the laws of another jurisdiction.

[Signature Pages Follow]

 

2

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

 

BORROWER:
SAEXPLORATION HOLDINGS, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Chief Executive Officer

 

GUARANTORS:
SAEXPLORATION, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

SAEXPLORATION SUB, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

NES, LLC
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

SAEXPLORATION SEISMIC SERVICES (US), LLC
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING LENDERS:
WBOX 2015-7 LTD
By:   /s/ Mark Strefling
  Name: Mark Strefling
  Title: Partner & CEO

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING LENDERS:

BLUE MOUNTAIN CREDIT ALTERNATIVES

MASTER FUND, L.P.

By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN KICKING HORSE FUND,

L.P.

By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN MONTENVERS MASTER

FUND SCA SICAV-SIF, L.P.

By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN SUMMIT TRADING, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN GUADALUPE PEAK

FUND L.P.

By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING LENDERS:

 

JOHN PECORA

By:   /s/ John Pecora

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

Exhibit 1

EXISTING DEFAULTS

 

7.

Events of Default under Section 9.2(a) of the Credit Agreement as a result of the failure to timely furnish, pursuant to Section 6.1 and Schedule 6.1 of the Credit Agreement, copies of the Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to the Required Lenders in their Permitted Discretion, for the 2020 fiscal year, on a monthly basis, together with any applicable Compliance Certificates.

 

8.

Any Default or Event of Default under Section 9.2(a) of the Credit Agreement as a result of the failure to timely furnish, pursuant to Section 6.1 of the Credit Agreement, the unaudited financial statements for the month ended November 30, 2019, together with any applicable Compliance Certificate.

 

9.

Any existing event of default under the ABL Documents or Convertible Notes Documents which is the subject of a forbearance agreement or forbearance extension entered into by the parties thereto contemporaneously with an extension of the Termination Date under this Agreement agreed to by the Forbearing Lenders.

POTENTIAL DEFAULTS

 

9.

Any Default or Event of Default under Section 9.2(a) of the Credit Agreement as a result of the failure to timely furnish, pursuant to Section 6.1 of the Credit Agreement, the unaudited financial statements for the month ended December 31, 2019, together with any applicable Compliance Certificate.

 

10.

Any anticipated default under the ABL Documents or Convertible Notes Documents which is the subject of a forbearance agreement or forbearance extension entered into by the parties thereto contemporaneously with an extension of the Termination Date under this Agreement agreed to by the Forbearing Lenders.

Exh. 1

Exhibit 10.3

Execution Version

AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT

This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of December 31, 2019 (this “Amendment”) among SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below and, together with the Issuer, the “Company Indenture Parties”), and the Holders (as defined in the Indenture) party hereto (the “Forbearing Holders”), together holding more than 75% in aggregate outstanding principal amount of the Notes (as defined below), hereby amends the Forbearance Agreement (the “Forbearance Agreement”), dated as of September 23, 2019, by and among the parties thereto. Capitalized terms used and not defined herein shall have the definitions ascribed to such terms in the Forbearance Agreement or Indenture (as defined below), as applicable.

RECITALS

WHEREAS, the Issuer, the Guarantors, and Wilmington Savings Fund Society FSB, as trustee and collateral trustee under and as defined in the Indenture (in such capacity, the “Trustee”), are party to that certain Senior Secured Convertible Notes Indenture, dated as of September 26, 2018 (as heretofore amended or otherwise modified, the “Indenture”), which governs the $60,000,000 aggregate principal amount of 6.00% Senior Secured Convertible Notes due 2023 (the “Notes”);

WHEREAS, each of the parties hereto is party to the Forbearance Agreement relating to the Indenture, pursuant to which the Forbearing Holders, upon the terms and conditions set forth in the Forbearance Agreement, agreed to forbear during the Forbearance Period from exercising certain rights and remedies arising from or in respect of the Existing Defaults and the Potential Defaults specified in Exhibit A to the Forbearance Agreement;

WHEREAS, the parties hereby desire to make certain amendments to the Forbearance Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments to Forbearance Agreement.

(a) The following defined term in Section 1 of the Forbearance Agreement is hereby amended and restated as follows:

“Termination Date” means 5:00 p.m. on the earlier of (i) January 27, 2020, or (ii) the date on which a Termination Event occurs.

(b) Exhibit A of the Forbearance Agreement is hereby amended to insert the Existing Defaults and Potential Defaults identified in Exhibit 1 hereto.

Section 2. No Other Amendments. This Amendment shall not constitute an amendment of any provision of the Forbearance Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Forbearance Agreement shall remain in full force and effect in accordance with their terms.

Section 3. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 4. Controlling Effect. The parties hereto hereby agree that this Amendment shall be an “Indenture Document” as defined in the Indenture. In the event of a conflict or inconsistency between this Amendment and the Indenture or any other Indenture Document, this Amendment shall control.

Section 5. Governing Law. The validity of this Amendment and the other Indenture Documents (unless expressly provided to the contrary in another Indenture Document in respect of such other Indenture Document), the construction, interpretation, and enforcement hereof and thereof, and the rights of the parties hereto and thereto with respect to all matters arising hereunder or thereunder or related hereto or thereto as well as all claims, controversies or disputes arising under or related to this Amendment and the other Indenture Documents shall be determined under, governed by, and construed in accordance with the laws of the state of New York, without regard to the conflicts of laws principles thereof that would require the application of the laws of another jurisdiction.

[Signature Pages Follow]

 

2

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

 

ISSUER:
SAEXPLORATION HOLDINGS, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Chief Executive Officer

 

GUARANTORS:
SAEXPLORATION, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

SAEXPLORATION SUB, INC.
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

NES, LLC
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

SAEXPLORATION SEISMIC SERVICES (US), LLC
By:   /s/ Michael J. Faust
  Name: Michael J. Faust
  Title: Interim Chief Executive Officer

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING HOLDERS:

 

HIGHBRIDGE MSF INTERNATIONAL LTD.

By:     Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
By:   /s/ Jonathan Segal
         Name:   Jonathan Segal
         Title:   Managing Director

 

HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.
By:     Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
By:   /s/ Jonathan Segal
         Name:   Jonathan Segal
         Title:   Managing Director

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING HOLDERS:

 

WHITEBOX ASYMMETRIC PARTNERS, L.P.

By:   /s/ Mark Strefling
  Name: Mark Strefling
  Title: Partner & CEO

 

WHITEBOX MULTI-STRATEGY

PARTNERS, L.P.

By:   Whitebox Advisors LLC its investment manager
By:   /s/ Mark Strefling
  Name: Mark Strefling
  Title: Partner & CEO

 

WHITEBOX CREDIT PARTNERS, L.P.
By:   Whitebox Advisors LLC its investment manager
By:   /s/ Mark Strefling
  Name: Mark Strefling
  Title: Partner & CEO

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING HOLDERS:
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN KICKING HORSE FUND, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

BLUEMOUNTAIN SUMMIT TRADING, L.P.
By:   /s/ David O’Mara
         Name:   David O’Mara
         Title:   Deputy General Counsel

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

FORBEARING HOLDERS:

 

JOHN PECORA

By:   /s/ John Pecora

 

[Signature page to Amendment No. 1 to Forbearance Agreement]

Exhibit 1

EXISTING DEFAULTS

 

7.

Any existing event of default under the ABL Documents or Term Documents which is the subject of a forbearance agreement or forbearance extension entered into by the parties thereto contemporaneously with an extension of the Termination Date under this Agreement agreed to by the Forbearing Holders.

POTENTIAL DEFAULTS

 

7.

Any anticipated default under the ABL Documents or Term Documents which is the subject of a forbearance agreement or forbearance extension entered into by the parties thereto contemporaneously with an extension of the Termination Date under this Agreement agreed to by the Forbearing Holders.

Exh. 1