EX-10.3





 Exhibit 10.3 

Execution Version 

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED 

CREDIT AND SECURITY AGREEMENT 

This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of
November 18, 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. Amendment. The following defined term in Schedule 1.1a to the
Agreement is hereby amended and restated as follows: 
 “Permitted Purchase Money Indebtedness” means, as of
any date of determination, (i) Purchase Money Indebtedness of Borrower, in an aggregate principal amount outstanding at any one time not in excess of $$9,973,760.00 (less any principal repayments made in respect thereof), evidenced by that
certain Secured Promissory Note, dated on or about November 18, 2019, by Borrower and made payable to GTC, Inc. (together with its successors and assigns and subsequent holders), entered into in connection with the purchase by Borrower of a
30,000 single channel GCL system and related equipment, and (ii) other Purchase Money Indebtedness incurred after the Original Closing Date in an aggregate principal amount outstanding at any one time not in excess of $1,000,000. 

2. Conditions Precedent. This Amendment shall become effective immediately on the date (the “Amendment No. 3
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. 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. 

6. 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. 
 7. 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. 

8. 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). 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. 
 9. Reaffirmation. 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. 3 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. 

10. 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. 3 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. 3 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. 3 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. 3 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. 3 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

		 	John Pecora


 [Signature Page to Amendment No. 3 to Third Amended and Restated Credit and Security Agreement]