AMENDMENT NO. 2
TO
FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

This AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “ Second Amendment ”) dated as of February 28, 2018, is entered into among SAExploration, Inc., a Delaware corporation (“ Borrower ”), the Guarantors party hereto, the Lenders party hereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders (in such capacity, the “ Agent ”), and amends that certain First Amended and Restated Credit and Security Agreement dated as of September 22, 2017, as amended by that certain Amendment No. 1 to First Amended and Restated Credit and Security Agreement dated as of December 21, 2017 (as so amended, the “ Agreement ”), in each case entered into among the Borrower, the Guarantors, the Lenders party thereto and Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WITNESSETH:

WHEREAS, the Borrower has requested that the Lenders party to the Agreement on the date hereof constituting all of the Lenders (such Lenders, “All Lenders ”) amend the Agreement to effect the changes described below by the action of all of the Lenders; and

WHEREAS, All Lenders have agreed to amend the Agreement to effect such changes subject to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

1. Amendments .

a)      The following defined terms in Schedule 1.1A to the Agreement are hereby amended and restated as follows:

“ Maturity Date ” means January 2, 2020.

b)      Schedule 5.1(b)(i), (ii), (iv) attached hereto amends, restates and replaces the existing Schedule 5.1(b)(i), (ii), (iv) to the Agreement.

2.      Conditions Precedent . As a condition to the effectiveness of this Second Amendment, the Agent and All Lenders shall have received, in form and substance satisfactory to the Agent and All Lenders, the following:

a)      this Second Amendment, duly executed by the Borrower, the Guarantors, All Lenders and the Agent;

b)      evidence that the execution, delivery and performance of this Second Amendment by the Borrower and the Guarantors has been duly authorized by all necessary corporate

action, including without limitation the approval of the Board of Directors of the Borrower and the Guarantors;

c)      the consent of the Term Lenders, in form and substance satisfactory to All Lenders, to this Second Amendment;

d)      payment of all costs and expenses of Agent and Lenders (i) incurred by or on behalf of the Agent or Lenders (including reasonable attorneys’ fees and expenses) arising under or in connection with the preparation, execution and delivery of this Second Amendment and the other documents contemplated thereby and (ii) outstanding on the date hereof (to the extent that such costs and expenses are reimbursable and/or payable under the Agreement and/or the other Loan Documents).

For purposes of determining compliance with the conditions specified in this Section 2, each Lender shall, by delivery of its executed signature page (or executed counterpart of a signature page) be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders that are parties hereto.

3.      Borrower Acknowledgement . The Borrower and Guarantors, each, hereby acknowledges and agrees that it is unconditionally liable to the Agent and Lenders for the full and immediate payment of each of the Obligations under the Agreement and that the Borrower and Guarantors have no offsets, defenses, counterclaims or set-offs with respect to the full and immediate payment and performance of any or all Obligations and Guaranteed Obligations, as applicable, under the Loan Documents, all of which offsets, defenses, counterclaims are set-offs are hereby waived.

4.      Enforceability of Obligations; Waiver and Consents . The Borrower and each of the Guarantors agrees that the Loan Documents are in full force and effect, and enforceable against Borrower and Guarantors in accordance with their respective terms (other than as amended previously or hereby). The Borrower and each Guarantor hereby waives and affirmatively agrees not to challenge or otherwise pursue any and all defenses, affirmative defenses, counterclaims, claims, cause of actions, setoffs or other rights that it may have relating to the Obligations, Guaranteed Obligations, the Loan Documents, or the Collateral, including, but not limited to, the liens and security interests in favor of Agent and Lenders, or the conduct of Agent and Lenders in administering any such Obligations, Guaranteed Obligations or any other agreements.

5.      Release . Each Loan Party hereby absolutely and unconditionally releases and forever discharges, the Agent and each Lender (including for the avoidance of doubt, the Original Lender, whether in its capacity as Lender, Agent, ABL Agent or otherwise), and any and all participants, parent corporations, investment advisors, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which each Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or

thing whatsoever arising from the beginning of time to and including the date of this Amendment (including, without limitation, related to the Loan Documents, the transactions contemplated hereunder, the Original Credit Agreement, the Loan Documents (as defined in the Original Credit Agreement) or any act or omission of the Original Lender in any capacity under such Loan Documents), whether such claims, demands and causes of action are matured or unmatured or known or unknown.

6.      Confirmation of Compliance with Section 15.1 of the Agreement . The Borrower and the Lenders party hereto hereby confirm that all of the actions required to be taken by the Lenders and Borrower pursuant to Section 15.1 of the Agreement have been taken in accordance with the provisions of such Section. The Borrower confirms that this Second Amendment is permitted under the Agreement, the Intercreditor Agreement and the Junior Documents (as defined in the Intercreditor Agreement).

7.      Representations and Warranties . Each of the Loan Parties hereby represents and warrants that the execution and delivery of this Second Amendment and, after giving effect to the amendments contained herein, the performance by each of them of their respective obligations under the Agreement, in each case, are within its powers, have been duly authorized, are not in contravention of applicable law or the terms of its operating agreement or other organizational documents and except as have been previously obtained, do not require the consent or approval of any governmental body, agency or authority, and this Second Amendment and the Agreement (as amended hereby) will constitute the valid and binding obligations of the Loan Parties, as applicable, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, ERISA or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law).

8.      Reference to and Effect on the Agreement . Each of the Loan Parties hereby reaffirms, confirms, ratifies, covenants, and agrees to be bound by each of its covenants, agreements, and obligations under the Agreement (as amended hereby), and each other Loan Document previously executed and delivered by it. Each reference in the Agreement to “this Agreement” or “the Loan Agreement” shall be deemed to refer to the Agreement after giving effect to this Second Amendment. This Second Amendment is a Loan Document.

9.      Execution in Counterparts . This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Second Amendment by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart of this Second Amendment.

10.      Direction; Indemnity; Expenses . Each of the Lenders party hereto hereby (i) authorizes and directs the Agent to execute and deliver this Second Amendment, and (ii) acknowledges and agrees that the foregoing directed action constitutes a direction from the Lenders under Article 17 of the Agreement, including, without limitation, Section 17.1 and Section 17.3 of the Agreement. The Borrower, the Guarantors party hereto and the Lenders party hereto expressly

agree and confirm that the Agent’s right to indemnification, as set forth in Sections 11.3 and 17.5 of the Agreement shall apply with respect to any and all losses, claims, liabilities costs and expenses that the Agent suffers, incurs or is threatened with relating to actions taken or omitted by the Agent (in accordance with the Agreement) in connection with this Second Amendment and the other documents contemplated hereby. The Borrower hereby agrees to pay on demand all costs and expenses in accordance with Section 19.9 of the Agreement, in each case, incurred in connection with the preparation, negotiation and execution of this Second Amendment and all related documents.

11.      Governing Law . This Second Amendment shall be a contract made under and governed by the laws of the State of New York without giving effect to its principles of conflicts of laws.

12.      Guarantor Acknowledgement . Guarantors, for value received, hereby consent to the Borrower’s execution and delivery of this Second Amendment, and the performance by the Borrower of its agreements and obligations hereunder. This Second Amendment and the performance or consummation of any transaction that may be contemplated under this Second Amendment, shall not limit, restrict, extinguish or otherwise impair the Guarantors’ liabilities and obligations to Agent and Lenders under the Loan Documents (including without limitation the Guaranteed Obligations). Each of the Guarantors acknowledges and agrees that (i) the Guaranty to which such Guarantor is a party remains in full force and effect and is fully enforceable against such Guarantor in accordance with its terms and (ii) it has no offsets, claims or defenses to or in connection with the Guaranteed Obligations, all of such offsets, claims and/or defenses are hereby waived.

13.      Notices . For purposes of the Agreement, in case of notices to any Lender, they shall be sent to the respective address set forth below the signature of each Lender on the signature pages hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and delivered under seal as of the date first above written.

BORROWER :

SAEXPLORATION, INC.

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

GUARANTORS :

SAEXPLORATION HOLDINGS, INC.

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

SAEXPLORATION SUB, INC.

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

NES, LLC

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

SAEXPLORATION SEISMIC SERVICES (US), LLC

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

AGENT :

CANTOR FITZGERALD SECURITIES ,

as Agent

By:     /s/ James Bond    

Name:    James Bond

LENDERS :

WHITEBOX ASYMMETRIC PARTNERS, L.P.

By:     /s/ Mark Strefling    

Name:    Mark Strefling

Title:    Chief Executive Officer

Notice Address :

c/o Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, Minnesota 55416

Attention:    Jake Mercer

Facsimile:    (612) 253-6149

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

By:     /s/ Mark Strefling    

Name:    Mark Strefling

Title:    Chief Executive Officer

Notice Address :

c/o Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, Minnesota 55416

Attention:    Jake Mercer

Facsimile:    (612) 253-6149

WHITEBOX CREDIT PARTNERS, L.P.

By:     /s/ Mark Strefling    

Name:    Mark Strefling

Title:    Chief Executive Officer

Notice Address :

c/o Whitebox Advisors LLC

3033 Excelsior Boulevard, Suite 300

Minneapolis, Minnesota 55416

Attention:    Jake Mercer

Facsimile:    (612) 253-6149

Notice Address :

c/o Highbridge Capital Management, LLC

40 West 57th Street 32nd Floor

New York, NY 10019

hcmbankdebt@hcmny.com

HS_HighbridgeBankDebt@hedgeserv.com

Facsimile:    (646) 495-4382

(646) 438-6510

Notice Address :

c/o Highbridge Capital Management, LLC

40 West 57th Street 32nd Floor

New York, NY 10019

hcmbankdebt@hcmny.com

HS_HighbridgeBankDebt@hedgeserv.com

Facsimile:    (646) 495-4382

(646) 438-6510

JEFF HASTINGS

By:     /s/ Jeff Hastings    

Name:    Jeff Hastings

Notice Address :

SAExploration Holdings, Inc.

1160 Dairy Ashford Rd, Suite 160

Houston, Texas 77079

E-mail:    jhastings@saexploration.com

Facsimile:    (281) 258-4418

JOHN PECORA

By:     /s/ John Pecora    

Name:    John Pecora

Notice Address :

130 Montadale Dr.

Princeton, New Jersey 08540

Attention:    pecora5@aol.com

Facsimile:    

* Pledged Certificated Stock certificate delivered to Agent.

AMENDMENT NO. 3
TO
TERM LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 3 TO TERM LOAN AND SECURITY AGREEMENT (this “ Third Amendment ”), dated effective as of February 28, 2018, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“ Borrower ”), the Guarantors party hereto, the Lenders party hereto (the “ Lenders ”), and Delaware Trust Company, as Administrative Agent and Collateral Agent (in such capacities, the “ Agent ”), and amends the Term Loan and Security Agreement dated as of June 29, 2016 (as amended by Amendment No. 1, dated as of October 24, 2016, and by Amendment No. 2, dated as of September 8, 2017, the “ Term Loan Agreement ”), entered into among the Borrower, Guarantors, Lenders party thereto, and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Term Loan Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders agree to amend the Term Loan Agreement to remove the Springing Maturity Date;

WHEREAS, the Residual Loans (as defined in the Term Loan Agreement) were paid in full on the Residual Loans Maturity Date;

WHEREAS, each Lender party hereto (which collectively constitute the Required Lenders) desires to amend the Agreement to effect the changes and other provisions described below, in each case, on the terms and conditions described herein; and

WHEREAS, Section 15.1 of the Agreement provides that the Term Loan Agreement may be amended, modified and waived from time to time in accordance with the terms thereof.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

1. Amendments .

(a)      Section 1.1 of the Term Loan Agreement is hereby amended by amending and restating the following defined term:

“ Applicable Premium ” means, with respect to any Advance (other than Residual Loans) on the Applicable Premium Date:

discount rate equal to the Treasury Rate as of such Applicable Premium Date plus 15 basis points; over

(b)      Section 1.1 of the Term Loan Agreement is hereby amended by deleting the definition of “ Springing Maturity Date ”.

(c)      Section 2.5(a) of the Term Loan Agreement shall be amended and restated in its entirety to read as follows: “Subject to Section 2.9 , the principal amount of the Advances (other than the Residual Loans which were paid in full on the Residual Loans Maturity Date), together with all interest and fees due thereon, shall be paid in full in cash on January 2, 2020 (the “ Maturity Date ”).”

(d)      Section 2.5(f) shall be amended to delete the reference therein to the “Springing Maturity Date”.

2.      Conditions to Effectiveness of Third Amendment . This Third Amendment shall become effective (the “ Third Amendment Effective Date ”) as of the date first set forth above upon receipt by the Agent of the following:

(a)      counterparts of this Third Amendment duly executed and delivered by the Borrower, the Guarantors, the Agent and of Lenders constituting Required Lenders;

(b)      payment of all reasonable actual costs, out-of-pocket fees and expenses of the Agent and the Lenders invoiced and owing in connection with this Third Amendment or pursuant to the terms of the Term Loan Agreement (including, without limitation, attorneys’ fees and expenses); and

(c)      such other documents, instruments and agreements reasonably deemed necessary or desirable by the Agent or the Required Lenders with respect to the matters contemplated hereby.

3.      Payment of Expenses . The Borrower agrees to reimburse the Agent and the Lenders party hereto for all of their out-of-pocket costs and reasonable expenses (including attorneys’ fees and expenses) incurred in connection with this Third Amendment.

4.      Representations and Warranties; Survival . Each Loan Party represents and warrants to the Agent and each Lender that as of the Third Amendment Effective Date and after giving effect to this Third Amendment: (a) each Loan Party party hereto has the power and authority to execute this Third Amendment and to perform its obligations under this Third Amendment and the Loan Documents as amended hereby, (b) each Loan Party has taken all necessary steps to authorize the execution, delivery and performance of this Third Amendment and the Loan Documents, as amended hereby, (c) this Third Amendment and the Loan Documents as amended by the Third Amendment constitutes the legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,

reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (d) no Default or Event of Default shall have occurred and be continuing and (e) all representations and warranties contained in the Loan Documents and in this Third Amendment are true and correct in all material respects with the same effect as though made on and as of the date hereof (except to the extent such representations and warranties relate to a specified prior date, then as of such prior date). In addition, each such representation and warranty shall survive the execution and delivery of this Third Amendment, and no investigation by the Agent or any Lender shall affect the representations and warranties or the right of the Agent or any Lender to rely upon them.

5.      Reference to and Effect on the Agreement . On and after the Third Amendment Effective Date, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Agreement, and each reference in each of the Loan Documents to “the Agreement,” “thereunder,” “thereof” or words of like import referring to the Agreement, shall mean and be a reference to the Term Loan Agreement, as amended by this Third Amendment. The Term Loan Agreement and each of the other Loan Documents, except as specifically amended by this Third Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This Third Amendment shall constitute a Loan Document. Without limiting the generality of the foregoing, the Borrower and the Guarantors hereby acknowledge and confirm that all obligations, liabilities and indebtedness of the Loan Parties under the Loan Documents constitute “Obligations” under and as defined in the Term Loan Agreement and are secured by and entitled to the benefits of the Term Loan Agreement and the other Loan Documents and the Loan Parties hereby ratify and confirm the grant of the liens and security interests in the Collateral in favor of the Agent, for the benefit of itself and the Lenders, pursuant to the Term Loan Agreement and the other Loan Documents, as security for the Obligations. The execution, delivery and effectiveness of this Third Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

6.      Confirmation of Compliance with Section 15.1 of the Agreement . The Borrower and the Lenders party hereto hereby confirm that all of the actions required to be taken by the Lenders and Borrower pursuant to Section 15.1 of the Agreement have been taken in accordance with the provisions of such Section.

7.      Execution in Counterparts . This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Third Amendment by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart of this Third Amendment.

8.      Direction . Each Lender party hereto hereby (i) authorizes and directs the Agent to execute and deliver this Third Amendment, and (ii) acknowledges and agrees that (x) the foregoing directed action constitutes a direction from the Required Lenders under Section 17 of the Term Loan Agreement, (y) Sections 11.3, 17.3, 17.5, and 19.9 of the Term Loan Agreement and all other

rights, protections, privileges, immunities, exculpations, and indemnities afforded to the Agent under the Loan Documents shall apply to any and all actions taken or not taken by the Agent in accordance with such direction, and (z) the Agent may conclusively rely upon (and shall be fully protected in relying upon) the Register in determining such Lender’s ownership of the Advances and unused Commitments on and as of the date hereof. Each undersigned Lender hereby severally represents and warrants to the Agent that, on and as of the date hereof, it is duly authorized to enter into this Third Amendment.

9.      Governing Law . THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first written above.

BORROWER:

SAEXPLORATION HOLDINGS, INC.

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

Title:    CFO, General Counsel & Secretary

OTHER LOAN PARTIES:

SAEXPLORATION, INC.

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

Title:    CFO, General Counsel & Secretary

SAEXPLORATION SUB, INC.

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

Title:    CFO, General Counsel & Secretary

NES, LLC

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

Title:    CFO, General Counsel & Secretary

SAEXPLORATION SEISMIC SERVICES (US), LLC

By:     /s/ Brent Whiteley    

Name:    Brent Whiteley

Title:    CFO, General Counsel & Secretary

THE ADMINISTRATIVE AND COLLATERAL AGENT:

DELAWARE TRUST COMPANY

By:     /s/ Alan Halpern    

Name:     Alan Halpern

Title:    Vice President

THE LENDERS:

WBOX 2015-7 LTD.

By:     /s/ Mark Strefling    

Name:    Mark Strefling

Title:    CEO

BLUEMOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.

By:    BlueMountain Capital Management, LLC, its Investment Manager

By:     /s/ David M. O'Mara    

Name:    David M. O’Mara

Title:    Deputy General Counsel

BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF.

By:    BlueMountain Capital Management, LLC, its Investment Manager

By:     /s/ David M. O'Mara    

Name:    David M. O’Mara

Title:    Deputy General Counsel

BLUEMOUNTAIN KICKING HORSE FUND L.P.

By:    BlueMountain Capital Management, LLC, its Investment Manager

By:     /s/ David M. O'Mara    

Name:    David M. O’Mara

Title:    Deputy General Counsel

BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.

By:    BlueMountain Capital Management, LLC, its Investment Manager

By:     /s/ David M. O'Mara    

Name:    David M. O’Mara

Title:    Deputy General Counsel

BLUEMOUNTAIN SUMMIT TRADING L.P.

By:     /s/ David M. O'Mara    

Name:    David M. O’Mara

Title:    Deputy General Counsel