Exhibit 10.3


AMENDMENT NO. 2 AND CONSENT


TO


CREDIT AGREEMENT


 


This
AMENDMENT NO. 2 AND CONSENT to Credit Agreement (this “Amendment”), dated effective as of June 24, 2013, is
entered into among SAExploration Holdings, Inc., a Delaware corporation (“Parent”),
SAExploration, Inc., a Delaware corporation (“SAE”), SAExploration Seismic Services (US), LLC, a Delaware limited
liability company (the “Delaware Subsidiary Borrower”) and NES, LLC, an Alaskan limited liability company (the
“Alaskan Subsidiary Borrower” and, together with Parent, SAE and the Delaware Subsidiary Borrower, the “Credit
Parties”) the Lenders party hereto, and CP Admin Co LLC, as Administrative Agent (the “Administrative Agent”),
amends the Credit Agreement dated as of November 28, 2012, as amended by Amendment No. 1 dated as of December 5, 2012 (such Credit
Agreement as amended, the “Credit Agreement”), entered into among the Credit Parties, the Administrative Agent
and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement.


 


WITNESSETH:


 


WHEREAS, the Credit
Parties have requested that the Required Lenders and the Administrative Agent amend the Credit Agreement to effect the changes
described below in Sections One, Two and Three;


 


WHEREAS, the Required
Lenders and the Administrative Agent desire to amend the Credit Agreement to effect such changes;


 


WHEREAS, Section 11.12
of the Credit Agreement provides that the Credit Agreement may be amended, modified and waived from time to time;


 


WHEREAS, CP Admin
Co LLC and its affiliates have ceased operations and have been shut down; accordingly, CP Admin Co LLC desires to resign as Administrative
Agent and the Lenders desire to permit the appointment of, and the Borrowers consent to the appointment of, MC Admin Co LLC, a
separate and distinct legal entity not affiliated with or related to CP Admin Co LLC in any way, as Administrative Agent;


 


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:


 


SECTION ONE Amendments.


 


(a)          The
definitions in Section 1.01 of the Credit Agreement listed below shall be amended and restated in their entirety as set forth below:


 


(1)         ““Change
of Control” shall mean (i) Parent shall at any time cease to own directly 100% of the Equity Interests of SAE, (ii) SAE
shall at any time cease to own directly 100% of the Equity Interests of the Delaware Subsidiary Borrower or the Alaskan Subsidiary
Borrower, (iii) prior to the occurrence of a Qualified IPO or a Qualified Merger, the Permitted Holders shall at any time
and for any reason fail to own at least 51% of the economic interests and at least 66% of the voting interests in Parent’s
capital stock (determined on a fully diluted basis), (iv) prior to the occurrence of a Qualified IPO or a Qualified Merger,
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other
than the Permitted Holders shall have obtained the power (whether or not exercised) to elect a majority of the Board of Directors
of Parent, (v) (A) during the first year following the occurrence of a Qualified IPO or a Qualified Merger, any of the Permitted
Holders shall sell, transfer or otherwise dispose of any of the shares of the Parent’s capital stock owned by them immediately
following such Qualified IPO or Qualified Merger, or (B) following such first year, any of the Permitted Holders shall sell, transfer
or otherwise dispose any of such shares owned by them unless, immediately after giving effect to such transaction, the Permitted
Holders own and control at least 25% of the economic interests and control at least 32.5% of the voting interests in Parent’s
capital stock, (vi) after the occurrence of a Qualified IPO, any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holders, is or shall become the “beneficial
owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 25% or more on a fully
diluted basis of the economic or voting interests in Parent’s capital stock, (vii) the Board of Directors of Parent
shall cease to consist of a majority of Continuing Directors, (viii) Jeff Hastings shall cease to be a Senior Executive Officer
of Parent and SAE or Brian Beatty shall cease to be a Senior Executive Officer of Parent and SAE (in each case (a) for any reason
other than his death or disability, or (b) due to his death or disability, and a successor satisfactory to the Required Lenders
does not assume his responsibilities and position within 30 days of such cessation), or (ix) a “change of control”
or similar event (other than any such event that may be deemed to have occurred in connection with or as a result of a Qualified
IPO, including a Qualified Merger) shall occur as provided in any Qualified Preferred Stock (or the documentation governing the
same).”


 




    	 



    	 



    

 





(2)         ““Continuing
Directors” shall mean the directors of Parent on the Effective Date and each other director if such director’s
nomination for election to the Board of Directors of Parent is recommended by a majority of the then Continuing Directors, and
after a Qualified Merger, shall mean the directors of the surviving or continuing entity in such merger, or the ultimate
parent entity thereof, which assumes all obligations under this Agreement pursuant to Section 8.02(ix), as of the effective date
of such merger and each other director if such director’s nomination for election to the Board
of Directors of such entity is recommended by a majority of the then Continuing Directors, provided that prior to such the
date of such recommendation no Person shall have commenced, or threatened to commence, a solicitation of proxies for the election
of such person as a Continuing Director.”


 


(3)         ““Dividend”
shall mean, with respect to any Person, that such Person has declared or paid a dividend, distribution or returned any equity capital
to its stockholders, partners or members or authorized or made any other distribution, payment or delivery of property (other than
common Equity Interests of such Person) or cash to its stockholders, partners or members in their capacity as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock
or any other Equity Interests outstanding on or after the Effective Date (or any options or warrants issued by such Person with
respect to its capital stock or other Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have
permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock
or any other Equity Interests of such Person outstanding on or after the Effective Date (or any options or warrants issued by such
Person with respect to its capital stock or other Equity Interests). Without limiting the foregoing, “Dividends” with
respect to any Person shall also include all cash payments (x) made or required to be made by such Person (i) with respect to any
stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for
the foregoing purposes or (ii) with respect to any agreement which allows cash compensation to be made in exchange for a right
to otherwise receive Equity Interests of such Person, or (y) treated as a Dividend pursuant to clause (y) of the definition of
“Net Cash Proceeds” herein.”


 


(4)         ““Net
Cash Proceeds” shall mean for any event requiring a repayment of Loans pursuant to Section 4.02, as the case may be,
the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise,
but only as and when received) received from such event, net of reasonable transaction costs (including, as applicable, any underwriting,
brokerage or other customary commissions and reasonable legal, advisory and other fees and expenses associated therewith) received
from any such event. In the context of a merger or other consolidation, (x) the cash on hand and in banks (including marketable
securities) of parties to such merger or consolidation other than the Credit Parties and their Subsidiaries immediately prior to
the consummation of such merger or consolidation net of a proportionate share of reasonable transaction costs (including, as applicable,
any underwriting, brokerage or other customary commissions and reasonable legal, advisory and other fees and expenses associated
therewith) and net of any such cash that is paid out or to be paid out (other than as a Dividend under Section 8.03(viii)) to any
Person other than a Credit Party or wholly owned Subsidiary of a Credit Party upon or after the consummation of such merger or
consolidation pursuant to and in accordance with its terms shall be counted towards, and treated as, Net Cash Proceeds of such
merger or consolidation, (y) cash consideration received by the stockholders of Parent pursuant to the repayment of Shareholder
Subordinated Notes permitted to be made in accordance with Section 8.04(x), the payment of any cash merger consideration, or the
payment of any cash consideration in connection with the redemption or other sale of Equity Interests in Parent pursuant to and
in accordance with the terms of such merger or consolidation shall be treated as a Dividend under Section 8.03(viii) irrespective
of the source of such payment, actual flow of funds or characterization of such payments as something other than a dividend, and
(z) the issuance of Shareholder Subordinated Notes pursuant to Section 8.04(x)(c) shall not be treated as a Dividend or be subtracted
from such cash on hand in determining Net Cash Proceeds.”


 




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(5)         ““Permitted
Holders” shall mean, either through direct or indirect ownership, Jeff Hastings, Lori Hastings, Brian A. Beatty, Sheri
L. Beatty and Brent Whiteley.”


 


(6)         ““Qualified
IPO” shall mean (i) a bona fide underwritten sale to the public of common stock of Parent pursuant to a registration
statement (other than on Form S-8 or any other form relating to securities issuable under any benefit plan of Parent or any of
its Subsidiaries, as the case may be) that is declared effective by the SEC and such offering results in Net Cash Proceeds received
by Parent of at least $25,000,000 or (ii) a Qualified Merger where the Parent, or the surviving party of the Qualified Merger or
such surviving party’s ultimate parent entity, is or will become a publicly listed company; provided that after giving effect
to any such offering, the market capitalization of Parent, or the applicable publicly listed company, shall be at least $80,000,000.”



 


(b)          Section
8.02(ix) shall be amended and restated in its in entirety as set forth below:


 


“(ix)         On
or after February 15, 2013, Parent may merge or consolidate with and into, or be dissolved or liquidated into, a special purpose
acquisition company (or a subsidiary thereof) identified by Parent in writing to Administrative Agent and Lenders prior to the
Closing Date (a “Qualified Merger”), so long as (a) Parent is the surviving or continuing entity of any such
merger, consolidation, dissolution or liquidation or the surviving or continuing entity, or ultimate parent entity thereof, has
assumed all obligations under this Agreement pursuant to documentation acceptable to the Administrative Agent, (b) any security
interests granted to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents in the assets
of Parent shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such
merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been taken,
(c) the shareholders of Parent shall receive no cash consideration therewith other than Dividends permitted to be made in accordance
with Section 8.03, (d) such merger or consolidation results in Net Cash Proceeds received by Parent or the Borrowers of at least
$25,000,000 and such Net Cash Proceeds shall be applied as set forth in Section 4.02(b), (e) after giving effect to any such transaction,
the market capitalization of the surviving or continuing entity, or ultimate parent entity thereof, if a publicly listed
company, or the shareholder’s equity of Parent (calculated in accordance with GAAP), if no such entity is publicly
listed, shall be at least $80,000,000, and (f) immediately after giving effect to such transaction, the Permitted Holders own and
control at least 25% of the economic interests and control at least 32.5% of the voting interests in Parent’s capital stock;”


 


(c)          Section
8.03(viii) shall be amended and restated in its in entirety as set forth below:


 


“(viii)          Parent
may pay Dividends in an aggregate amount not to exceed (x) 50% of the Net Cash Proceeds of all issuances of Equity Interests by
Parent (other than sales or issuances of Parent Common Stock to employees, officers and/or directors of Parent and its Subsidiaries
(including as a result of the exercise of any options with respect thereto and other than in connection with a Qualified Merger)
and (y) the lesser of $27,500,000 and 62% of the Net Cash Proceeds received by Parent as the result of a Qualified Merger, in each
case, following the Funding Date, provided that in each case (a) all mandatory prepayments in respect of such issuance shall have
been completed in accordance with Section 4.02, (b) no Default or Event of Default shall have occurred or could reasonably be expected
to result from such Dividend, (c) no Material Contract Termination Event shall have occurred and be continuing, and (d) in the
case of a Dividend issued pursuant to clause (y), such Dividend may not be paid until Consolidated EBITDA for the period of the
twelve consecutive calendar months ending at the close of the most recent calendar quarter for which financial statements are available
is at least $33,000,000; and” 


 




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(d)          Section
8.11 shall be amended by replacing “2:50:1:00” with “2.65:1.00” for the Total Leverage Ratio for the Fiscal
Quarter ending June 30, 2013.


 


SECTION TWO Conditional Amendments.


 


Each of the amendments
set forth in this Section TWO shall only be effective upon (i) the effectiveness of this Amendment and (ii) the funding of a Commitment
Increase in an aggregate principal amount equal to $20,000,000.


 


(a)          Section
4.02(a) shall be amended and restated in its entirety as set forth below:


 


“(a)          In
addition to any other mandatory repayments pursuant to this Section 4.02, on each date set forth below (each, a “Scheduled
Repayment Date”), the Borrowers shall be required to repay that principal amount of Loans, to the extent then outstanding,
as is set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Section 4.01(a) or
4.02(g), a “Scheduled Repayment”):


 


	Scheduled Repayment Date	 	Amortization Amount	 
	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending December 31, 2012	 	$	100,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending March 31, 2013	 	$	200,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending June 30, 2013	 	$	200,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending September 30, 2013	 	$	200,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending December 31, 2013	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending March 31, 2014	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending June 30, 2014	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending September 30, 2014	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending December 31, 2014	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending March 31, 2015	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending June 30, 2015	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending September 30, 2015	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending December 31, 2015	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending March 31, 2016	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending June 30, 2016	 	$	250,000	 
	 	 	 	 	 
	The last Business Day of Parent’s fiscal quarter ending September 30, 2016	 	$	250,000	 
	 	 	 	 	 
	Maturity Date	 	 	Aggregate outstanding principal amount of all Loans as of such date”	 



 






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(b)          Section
8.07(a) shall be amended and restated in its entirety as set forth below:


 


“(a)          Parent
will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures, except that, provided a Material Contract
Termination Event shall not have occurred and be continuing, during any fiscal year of Parent set forth below (taken as one accounting
period), the Borrowers and their Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital
Expenditures does not exceed in any fiscal year of Parent set forth below the amount set forth opposite such fiscal year below;
provided, that to the extent that the full amount of Capital Expenditures permitted in any fiscal year is not expended in such
fiscal year (without regard to any carry forward amounts as permitted under this sentence), such unused amount shall be deemed
added to the amounts permitted to be spent in the immediately succeeding fiscal year (with Capital Expenditures made in such succeeding
fiscal year applied last to such unused amount):


 


	Fiscal Year Ending	 	Amount	 
	 	 	 	 
	December 31, 2012	 	$	42,500,000	 
	December 31, 2013	 	$	47,500,000	 
	December 31, 2014	 	$	30,000,000	 
	December 31, 2015	 	$	25,000,000	 
	December 31, 2016	 	$	42,500,000”	 



 


(c)          Section
8.08 shall be amended and restated in its entirety as set forth below:


 


“8.08         Debt
Service Coverage Ratio  Parent will not permit the Debt Service Coverage Ratio for any Test Period ending on the
last day of a fiscal quarter of Parent set forth below to be less than the amount set forth opposite such fiscal quarter
below:


 


	Fiscal Quarter End	 	 	Ratio	 
	 	 	 	 	 
	March 31, 2013	 	 	2.50:1.00	 
	June 30, 2013	 	 	2.50:1.00	 
	September 30, 2013	 	 	2.50:1.00	 
	December 31, 2013	 	 	2.75:1.00	 
	March 31, 2014	 	 	2.75:1.00	 
	June 30, 2014	 	 	3.00:1.00	 
	September 30, 2014	 	 	3.00:1.00	 
	December 31, 2014	 	 	3.25:1.00	 
	March 31, 2015	 	 	3.25:1.00	 
	June 30, 2015	 	 	3.50:1.00	 
	September 30, 2015	 	 	3.50:1.00	 
	December 31, 2015	 	 	3.50:1.00	 
	March 31, 2016	 	 	3.75:1.00	 
	June 30, 2016	 	 	3.75:1.00	 
	September 30, 2016	 	 	3.75:1.00”	 



 






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(d)          Section
8.10 shall be amended and restated in its entirety as set forth below:


 


“8.10         Net
Leverage Ratio  Parent will not permit the Net Leverage Ratio as of any quarter end date set forth below to be greater than
the ratio set forth opposite such date below:


 


	Fiscal Quarter End	 	 	Ratio	 
	 	 	 	 	 
	March 31, 2013	 	 	3.00:1.00	 
	June 30, 2013	 	 	3.00:1.00	 
	September 30, 2013	 	 	2.75:1.00	 
	December 31, 2013	 	 	2.50:1.00	 
	March 31, 2014	 	 	2.50:1.00	 
	June 30, 2014	 	 	2.25:1.00	 
	September 30, 2014	 	 	2.00:1.00	 
	December 31, 2014	 	 	2.00:1.00	 
	March 31, 2015	 	 	2.00:1.00	 
	June 30, 2015	 	 	1.75:1.00	 
	September 30, 2015	 	 	1.75:1.00	 
	December 31, 2015	 	 	1.75:1.00	 
	March 31, 2016	 	 	1.75:1.00	 
	June 30, 2016	 	 	1.75:1.00	 
	September 30, 2016	 	 	1.75:1.00”	 



 






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(e)          Section
8.11 shall be amended and restated in its entirety as set forth below:


 


“8.11         Total
Leverage Ratio


 


Parent will
not permit the Total Leverage Ratio as of any quarter end date set forth below to be greater than the ratio set forth opposite
such date below:


 


	Fiscal Quarter End	 	 	Ratio	 
	 	 	 	 	 
	March 31, 2013	 	 	3.50:1.00	 
	June 30, 2013	 	 	3.50:1.00	 
	September 30, 2013	 	 	3.25:1.00	 
	December 31, 2013	 	 	2.75:1.00	 
	March 31, 2014	 	 	2.75:1.00	 
	June 30, 2014	 	 	2.50:1.00	 
	September 30, 2014	 	 	2.50:1.00	 
	December 31, 2014	 	 	2.25:1.00	 
	March 31, 2015	 	 	2.25:1.00	 
	June 30, 2015	 	 	2.00:1.00	 
	September 30, 2015	 	 	2.00:1.00	 
	December 31, 2015	 	 	2.00:1.00	 
	March 31, 2016	 	 	2.00:1.00	 
	June 30, 2016	 	 	2.00:1.00	 
	September 30, 2016	 	 	2.00:1.00”	 






 


SECTION THREE Consent
to Appointment of Administrative Agent. The parties to the Credit Agreement hereby confirm that (a) CP Admin Co LLC and its
affiliates have ceased operations and have been shut down; accordingly, CP Admin Co LLC desires to resign as Administrative Agent
under the Credit Agreement, (b) the Lenders desire to appoint MC Admin Co LLC as Administrative Agent under the Credit Agreement
pursuant to Section 10.09 thereof, (c) pursuant to Section 10.09 of the Credit Agreement the Borrowers consent to the appointment
of such Administrative Agent, (d) notwithstanding the consents contained herein, the resignation of CP Admin Co LLC and the appointment
of MC Admin Co LLC shall not be effective until a Resignation and Appointment Agreement in form and substance acceptable to each
of CP Admin Co LLC, MC Admin Co LLC and the Borrowers shall have been executed and delivered by each of CP Admin Co LLC, MC Admin
Co LLC and each Borrower (it being understood and agreed that the Lenders acknowledge and consent to such resignation and appointment
and no further Lender consent shall be required in respect of such agreement), (e) each Credit Party agrees to deliver any and
all such further documentation as may be requested by CP Admin Co LLC or MC Admin Co LLC to maintain the perfection of the liens
in favor of the Secured Creditors under the Credit Documents. CP Admin Co LLC and MC Admin Co LLC represent and warrant to each
Credit Party and each Lender, and each Lender and each Credit Party understands and acknowledges, that CP Admin Co LLC and MC Admin
Co LLC are separate and distinct legal entities not affiliated with or related to one another in any way.


 


SECTION FOUR Release
of Claims. In consideration of each of CP Admin Co LLC’s and MC Admin Co LLC’s (collectively, the “Agent Parties”)
execution of this Amendment, each Credit Party and each Lender (collectively, the “Releasors”) irrevocably acquits
and fully forever releases and discharges each Agent Party and all its affiliates, partners, subsidiaries, officers, employees,
agents, attorneys, principals, directors and shareholders and its respective heirs, legal representatives, successors and assigns
(collectively, the “Releasees”) from any and all claims, demands, causes of action, obligations, remedies, suits, damages
and liabilities of any nature whatsoever, whether now known, suspected or claimed, whether arising under common law, in equity
or under statute, which any Releasor ever had or now has against any of the Releasees and which has arisen at any time prior to
the date hereof out of this Amendment, the Credit Agreement, any Credit Document or any other related documents, instruments or
agreements or the enforcement or attempted or threatened enforcement by any of the Releasees of any of their respective rights,
remedies or recourse related thereto (collectively, the “Released Claims”) (but in each case referred to in this paragraph,
excluding any claims, demands, causes of actions, obligations, remedies, suits, damages or liabilities to the extent same occurred
by reason of the gross negligence or willful misconduct of the respective Releasee (as determined by a court of competent jurisdiction
in a final and non-appealable decision)). Each party hereto covenants and agrees never to commence, voluntarily aid in any way,
prosecute or cause to be commenced or prosecuted against any of the Releasees any action or other proceeding based upon any of
the Released Claims.


 


SECTION FIVE Confirmation
of Compliance with Section 11.19 of the Credit Agreement. The parties to the Credit Agreement hereby confirm that (a) all of
the actions required to be taken by the Credit Parties pursuant to Section 11.19 of the Credit Agreement, except for the Shareholders’
Agreement contemplated by paragraph 7 of Schedule XII to the Credit Agreement, have been taken in accordance with the provisions
of such Section and of such Schedule XII, and (b) if Parent completes a Qualified Merger on or before June 30, 2013, Parent shall
no longer be required to enter into such Shareholders’ Agreement with its shareholders as contemplated by such paragraph
7 of Schedule XII.


 


SECTION SIX Joinder
of Guarantor. On the completion date of the Qualified Merger to which Trio Merger Corp. (“Trio”) is a party, Trio
shall execute and deliver a joinder to the Credit Agreement in form and substance reasonably satisfactory to the Administrative
Agent, pursuant to which Trio shall join the Credit Agreement as a Guarantor and as Parent. Trio shall promptly thereafter deliver
any and all collateral documents required by the terms of the Credit Agreement or otherwise requested by the Administrative Agent
to perfect the security interests in favor of the Administrative Agent and the Lenders in Trio’s assets.


 




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SECTION SEVEN Reference
to and Effect on the Credit Agreement. On and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring the Credit Agreement,
and each reference in each of the Credit Documents to “the Credit Agreement,” “thereunder,” “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by
this Amendment. The Credit Agreement and each of the other Credit Documents, except as specifically amended by this Amendment,
are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of
any of the Credit Documents.


 


SECTION EIGHT Execution
in Counterparts. This 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 Amendment by telecopier or electronic mail shall
be effective as delivery of a manually executed counterpart of this Amendment.


 


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


 


[Signature Pages Follow]


 




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


 


	CREDIT PARTIES:	 
	 	 
	SAEXPLORATION HOLDINGS, INC.	 
	 	 	 
	By:	/s/ Brent Whiteley	 
	 	Name: Brent Whiteley	 
	 	Title: CFO/General Counsel	 


 


	SAEXPLORATION, INC.	 
	 	 
	By:	/s/ Brent Whiteley	 
	 	Name: Brent Whiteley	 
	 	Title: CFO/General Counsel	 


 


	SAEXPLORATION SEISMIC SERVICES (US), LLC	 
	 	 	 
	By:	/s/ Brent Whiteley	 
	 	Name: Brent Whiteley	 
	 	Title: CFO/General Counsel	 
	 	 	 
	NES, LLC	 
	 	 	 
	By:	/s/ Brent Whiteley	 
	 	Name: Brent Whiteley	 
	 	Title: CFO/General Counsel	 


 


	ADMINISTRATIVE AGENT:	 	 
	 	 	 
	CP ADMIN CO LLC,	 	MC ADMIN CO LLC,
	as Administrative Agent	 	as Administrative Agent
	 	 	 	 	 
	By:	/s/ Ashok Nayyar	 	By:	/s/ Ashok Nayyar
	 	Name: Ashok Nayyar	 	 	Name: Ashok Nayyar
	 	Title:  Authorized Signatory	 	 	Title: Authorized Signatory


  




    	 



    	 



    

  


	LENDER:	 
	 	 
	WHITE OAK GLOBAL ADVISORS, LLC	 
	 	 	 
	By:	/s/ Andre Hakkak	 
	 	Name: Andre Hakkak	 
	 	Title: Managing Member	 


 







    	 



    	 



    

  


	LENDER:	 
	 	 
	ICON LEASING FUND ELEVEN, LLC	 
	 	 	 
	By:	ICON Capital LLC, its Manager	 
	 	 	 
	By:	/s/ David J. Verlizzo	 
	 	Name: David J. Verlizzo	 
	 	Title: Senior Managing Director & Counsel	 


 




    	 



    	 



    

 


	LENDER:	 
	 	 
	ICON LEASING FUND TWELVE, LLC	 
	 	 	 
	By:	ICON Capital LLC, its Manager	 
	 	 	 
	By:	/s/ David J. Verlizzo	 
	 	Name: David J. Verlizzo	 
	 	Title: Senior Managing Director & Counsel	 


  




    	 



    	 



    

  


	LENDER:	 
	 	 
	ICON EQUIPMENT AND CORPORATE	 
	INFRASTRUCTURE FUND FOURTEEN, L.P.	 
	 	 	 
	By:	ICON GP 14, LLC	 
	 	 	 
	By:	/s/ David J. Verlizzo	 
	 	Name: David J. Verlizzo	 
	 	Title: Senior Managing Director & Counsel	 


 




    	 



    	 



    

 


	LENDER:	 	 	 
	 	 	 	 
	MACQUARIE BANK LIMITED	 	 	 
	 	 	 	 	 
	By:	/s/ Alan S. Cameron	 	 	/s/ Nathan Booker
	 	Title: Executive Director	 	 	Associate Director


 







    	 



    	 



    

  


	LENDER:	 
	 	 
	CYAN PI INVESTMENTS, LP	 
	 	 	 
	By:	/s/ Ashok Nayyar	 
	 	Name: Ashok Nayyar	 
	 	Title: Manager