EX-10.2




 Exhibit 10.2 

Execution Version 

AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED 

CREDIT AND SECURITY AGREEMENT 

This AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of
November 22, 2019, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders party hereto, and amends that certain Third Amended and Restated Credit and
Security Agreement dated as of September 26, 2018, entered into among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders (in such
capacities, the “Agent”) (as amended, modified, supplemented and in effect on the date hereof, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to
them in the Agreement. 
 W I T N E S S E T H: 

WHEREAS, the Borrower has requested that the Lenders amend the Agreement in accordance with Section 15.1 of the Agreement as provided
herein; 
 WHEREAS, the Lenders party hereto constituting the “Required Lenders” have agreed to consent to amend the Agreement
subject to the terms and conditions hereof. 
 NOW, THEREFORE, to comply with the provisions of the Agreement and in consideration of the
above premises, the parties covenant and agree as follows: 
 1.    Amendments. 

a)    The following defined term is hereby inserted in Schedule 1.1a to the Agreement: 

“Australian Business Assets Sale” means the sale by SAExploration (Australia) Pty Ltd and SAE (Australia) Pty
Ltd f/k/a Geokinetics (Australia) Pty Ltd and certain of their respective affiliates to Terrex Pty Ltd of the “Business Assets” pursuant to and as defined in that certain Asset Sale Agreement, dated on or about November 22, 2019, by
and between SAExploration (Australia) Pty Ltd, SAE (Australia) Pty Ltd f/k/a Geokinetics (Australia) PTY Ltd, SAExploration Holdings, Inc., and Terrex Pty Ltd., as in effect as of the date hereof. 

b)    The following defined term in Schedule 1.1a to the Agreement is hereby amended and restated as follows: 

“Net Proceeds” means proceeds in cash, checks or other cash equivalent financial instruments (including Cash
Equivalents) as and when received by the Person, (x) making a Disposition, (y) receiving any insurance proceeds or condemnation and similar awards on account of an Event of Loss or (z) issuing the Convertible Notes, net of:
(a) in the event of a Disposition (i) the direct costs relating to such Disposition excluding amounts payable to Borrower or any Affiliate of Borrower (other than any Lender or Permitted Holder), (ii) sale, use or other transaction Taxes
paid or payable as a result thereof, (iii) amounts required to be applied to repay principal, interest and prepayment 











 
premiums and penalties on Permitted Indebtedness secured by a Lien on the asset which is the subject of such Disposition (other than Indebtedness under the New Senior Notes Documents, Convertible
Notes Documents, Term Documents, and any other Indebtedness subordinated to the Obligations contractually or otherwise), (iv) income Taxes or gains (whether imposed on a Loan Party or, if such Loan Party is treated as a pass-through or disregarded
entity for federal and state income Tax purposes or is a member of any consolidated, affiliated or unitary group, distributions pursuant to paragraph (a) of the definition of Permitted Distributions), (v) the amount of cash reserves or escrows
established in connection with purchase price adjustments and retained liabilities; provided, however, when such cash or escrow is released to a Loan Party or one of its Subsidiaries, the amount so released shall be deemed to be Net
Proceeds hereunder at such time, and (vi) in the case of the Australian Business Assets Sale, cash, checks or other cash equivalent financial instruments (including Cash Equivalents) received as consideration for the Australian Business Assets
Sale in an aggregate amount up to AUD $6,000,000, provided, that such cash, checks or cash equivalents are deposited in the Collection Account or a Deposit Account of a Loan Party that is not an Excluded Account, (b) in the event of an Event of
Loss, (i) all money actually applied to repair or reconstruct the damaged property or property affected by the condemnation or taking, (ii) all of the costs and expenses reasonably incurred in connection with the collection of such
proceeds, award or other payments, and (iii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments and (c) in the case of the issuance of the Convertible Notes, any fees, costs and
expenses incurred by the issuer of the Convertible Notes in connection with the documentation thereof. 

2.    Conditions Precedent. This Amendment shall become effective immediately on the date (the “Amendment
No. 4 Effective Date”) on which each of the following has occurred: 

a)    the Agent and the Lenders party hereto shall have received this Amendment, duly executed by the
Borrower, the Guarantors, and Lenders constituting the Required Lenders; and 
 b)    the Loan Parties
shall have paid or caused to be paid the reasonable and documented fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel to the Lenders party hereto, as invoiced on or before the date hereof. 

3.    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
entry into this Amendment is permitted under the Agreement, and is not prohibited by the terms of the Intercreditor Agreement and the Junior Documents (as defined in the Intercreditor Agreement). 

4.    Representations and Warranties. Each of the Loan Parties hereby represents and warrants that the execution
and delivery of this 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 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). 
 5.    Release of Liens. The Lenders
hereby release and terminate all of their security interests, liens or encumbrances of whatever kind or nature whatsoever in any property or assets which are disposed of pursuant to the Australian Business Assets Sale, upon and subject to the
closing and consummation of the Australian Business Assets Sale in accordance with the terms of the applicable asset sale agreement. The Lenders direct and instruct the Agent to deliver any written releases or termination of security interests
reasonably requested by the Borrower to evidence the release of such security interests. The Lenders further authorize the Borrower, its agents, attorneys and designees to prepare and/or file any discharges or release of liens and security interests
related thereto. For the avoidance of doubt, in the case of the Australian Business Assets Sale, all cash, checks or other cash equivalent financial instruments (including Cash Equivalents) received as consideration for the Australian Business
Assets Sale shall continue to be subject to the Lenders’ security interests, liens and encumbrances, shall be governed by this Amendment and the other Loan Documents, and shall, as required by clause (a)(vi) of the definition of Net Proceeds,
be deposited in the Collection Account or a Deposit Account of a Loan Party that is not an Excluded Account. 

6.    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 Amendment. This Amendment is a Loan Document. 

7.    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. 

8.    Governing Law. This 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. 











 9.    Guarantors Consent and Acknowledgement. The Guarantors, for
value received, hereby consent to the Borrower’s execution and delivery of this Amendment, and the performance by the Borrower of its agreements and obligations hereunder. This Amendment and the performance or consummation of any transaction
that may be contemplated under this Amendment, shall not limit, restrict, extinguish or otherwise impair the Guarantors’ liabilities and obligations to Agent and/or Lenders under the Loan Documents (including without limitation the Guaranteed
Obligations). In each case, except as modified by this Amendment, 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. 

10.    Reaffirmation. In each case, except as modified by this Amendment, each of the Loan Parties hereby
(i) acknowledges and agrees that all of its pledges, grants of securities interests and Liens and other obligations under the Agreement and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a
continuous basis, (ii) reaffirms (x) each Lien granted by it to the Agent for the benefit of the Secured Parties, and (y) the guarantees (including the Guaranty) made by it pursuant to the Agreement, and (iii) acknowledges and agrees
that the grants of security interests and Liens by and the guarantees of the Guarantors contained in the Agreement and the other Loan Documents are, and shall remain, in full force and effect on and after the Amendment No. 4 Effective Date.
Except as specifically modified herein, the Loan Documents and the Obligations are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms. 

11.    Release. The Borrower and the Loan Parties (collectively, the “Releasing Parties”) hereby
release, acquit and forever discharge the Lenders party hereto and their respective Lender-Related Parties (collectively, the “Released Parties”) from and against any and all manner of actions, causes of action, suits, debts,
controversies, damages, judgments, executions, claims (including, without limitation, crossclaims, counterclaims and rights of set-off and recoupment) and demands whatsoever, whether known or unknown, whether
asserted or unasserted, in contract, tort, law or equity which any Releasing Party may have against any of the Released Parties by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the
date hereof that relate to the Agreement, the other Loan Documents, this Amendment or the transactions contemplated thereby or hereby (except to the extent arising from the willful misconduct or gross negligence of any Released Parties), including
but not limited to any such claim or defense to the extent that it relates to (a) any covenants, agreements, duties or obligations set forth in the Loan Documents or (b) any actions or omissions of any of the Released Parties in connection
with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or at law or in equity with respect to the Loan Documents. 

[Signature Pages Follow] 











 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered under seal 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. 4 to Third Amended and Restated Credit and Security Agreement]












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered under seal as of the date first above written. 
  

			
	LENDERS:
	
	HIGHBRIDGE MSF INTERNATIONAL LTD.
	
	By:   Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
		
	By:	 	 /s/ Jason Hempel

		 	 Name: Jason Hempel

		 	 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/ Jason Hempel

		 	 Name: Jason Hempel

		 	 Title:   Managing Director



 [Signature Page to Amendment No. 4 to Third Amended and Restated Credit and Security Agreement]












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered under seal as of the date first above written. 
  

			
	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. 4 to Third Amended and Restated Credit and Security Agreement]












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered under seal as of the date first above written. 
  

			
	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


 [Signature Page to Amendment No. 4 to Third Amended and Restated Credit and Security Agreement]












 
			
	BLUEMOUNTAIN SUMMIT TRADING, L.P.
		
	By:	 	 /s/ David O’Mara

		 	Name: David O’Mara
		 	Title:   Deputy General Counsel


 [Signature Page to Amendment No. 4 to Third Amended and Restated Credit and Security Agreement]












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered under seal as of the date first above written. 
  

			
	LENDERS:
	
	JOHN PECORA
		
	By:	 	 /s/ John Pecora



 [Signature Page to Amendment No. 4 to Third Amended and Restated Credit and Security Agreement]