EX-10.2




 Exhibit 10.2 

Execution Version 

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT 

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”) dated as of December 11, 2019, by and
between CANTOR FITZGERALD SECURITIES, as agent (in such capacity, with its successors and assigns, and as defined in the Intercreditor Agreement, the “ABL Agent”), DELAWARE TRUST COMPANY, as administrative agent and collateral agent
(in such capacities with its successors and assigns, and as defined in the Intercreditor Agreement, the “Term Agent”), WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee and collateral trustee (in such capacities, with its successors
and assigns, and as defined in the Intercreditor Agreement, the “Convertible Noteholder Trustee”), and the ABL Lenders, Term Lenders, and holders of Convertible Notes party hereto. 

WITNESSETH: 

WHEREAS, the ABL Agent, the Term Agent, and the Convertible Noteholder Trustee entered into that certain Intercreditor
Agreement, dated as of September 26, 2018 (the “Intercreditor Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Intercreditor Agreement), and each Loan Party
acknowledged and consented to such Intercreditor Agreement; and 
 WHEREAS, the ABL Agent, the Term Agent, and the
Convertible Noteholder Trustee have agreed to amend the Intercreditor Agreement as provided herein, each at the direction of the Required Lenders or Required Holders, as applicable, under and as defined in the respective Loan Documents; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as
follows: 
 Section 1. Amendment to Intercreditor Agreement. The definition of “ABL Obligations Cap” in
Section 1.2 of the Intercreditor Agreement is hereby amended by deleting the number $30,000,000 therefrom and inserting in lieu thereof the number $40,000,000. 

Section 2. Miscellaneous. 

2.1 Continuing Effect. Expect as specifically provided herein, the Intercreditor Agreement shall remain in full force
and effect in accordance with its terms and is hereby ratified and confirmed in all respects. This Amendment shall form a part of the Intercreditor Agreement for all purposes. 

2.2 No Waiver. This Amendment is limited as specified and the execution, delivery and effectiveness of this Amendment
shall not operate as a modification, acceptance or waiver of any provision of the Intercreditor Agreement, except as specifically set forth herein. 

2.3 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTION. 

2.4 Captions. Captions and section headings appearing herein are included solely for convenience of reference and are
not intended to affect the interpretation of any provision of this Amendment. 

  
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 2.5 Counterparts. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by facsimile
transmission or by electronic mail in pdf format shall be as effective as delivery of a manually executed counterpart hereof. 

2.6 Consent of the Required Holders. 

(a) Each of the ABL Lenders party hereto (which collectively constitute the Required Lenders, as defined in the ABL Credit
Agreement) hereby (i) authorizes and directs the ABL Agent to execute and deliver this Amendment, and (ii) acknowledges and agrees that (x) the foregoing directed action constitutes a direction from the Required Lenders under
Section 17 of the ABL Credit Agreement, (y) Sections 11.3, 17.3, 17.5, and 19.9 of the ABL Credit Agreement and all other rights, protections, privileges, immunities, exculpations, and indemnities afforded to the ABL Agent under the Loan
Documents (as defined in the ABL Credit Agreement) shall apply to any and all actions taken or not taken by the ABL Agent in accordance with such direction, and (z) the ABL Agent may conclusively rely upon (and shall be fully protected in
relying upon) the Register (as defined in the ABL Credit Agreement) in determining such ABL Lender’s ownership of the Advances (as defined in the ABL Credit Agreement) and unused Commitments (as defined in the ABL Credit Agreement) on and as of
the date hereof. Each undersigned ABL Lender hereby severally represents and warrants to the ABL Agent that, on and as of the date hereof, it is duly authorized to enter into this Amendment. 

(b) Each of the Term Lenders party hereto (which collectively constitute the Required Lenders, as defined in the Term Credit
Agreement) hereby (i) authorizes and directs the Term Agent to execute and deliver this 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 Credit Agreement, (y) Sections 11.3, 17.3, 17.5, and 19.9 of the Term Credit Agreement and all other rights, protections, privileges, immunities, exculpations, and indemnities afforded to the Term Agent under the
Loan Documents (as defined in the Term Credit Agreement) shall apply to any and all actions taken or not taken by the Term Agent in accordance with such direction, and (z) the Term Agent may conclusively rely upon (and shall be fully protected
in relying upon) the Register (as defined in the Term Credit Agreement) in determining such Term Lender’s ownership of the Advances (as defined in the Term Credit Agreement) and unused Commitments (as defined in the Term Credit Agreement) on
and as of the date hereof. Each undersigned Term Lender hereby severally represents and warrants to the Term Agent that, on and as of the date hereof, it is duly authorized to enter into this Amendment. Each of the Term Lenders party hereto further
acknowledges and consents to (i) Amendment No. 5 to Third Amended and Restated Credit and Security Agreement, dated on or about the date hereof (the “Fifth Amendment”), the form of which is attached as Exhibit A
hereto and (ii) the Series F Warrant Agreement (as defined in the Fifth Amendment) and the issuance of the Fifth Amendment Warrants (as defined in the Fifth Amendment) and Holdings’ shares of common stock pursuant thereto. 

(c) Pursuant to Section 13.02 of the Convertible Note Indenture, by its signature below, each of the undersigned holders
of the Convertible Notes, which collectively constitute the Required Holders (as defined in the Convertible Note Indenture), hereby consent, effective as of the date hereof, to the entry into this Amendment by the Convertible Noteholder Trustee and
to the amendment to the Intercreditor Agreement set forth in Section 1 of this 

  
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Amendment. Each undersigned holder of the Convertible Notes further acknowledges and consents to (i) Amendment No. 5 to Third Amended and Restated Credit and Security Agreement, dated
on or about the date hereof (the “Fifth Amendment”), the form of which is attached as Exhibit A hereto and (ii) the Series F Warrant Agreement (as defined in the Fifth Amendment) and the issuance of the Fifth Amendment
Warrants (as defined in the Fifth Amendment) and Holdings’ shares of common stock pursuant thereto. 
 2.7 Rights of
Agents. The ABL Agent, the Term Agent, and Convertible Noteholder Trustee shall have all of the rights, protections, privileges, immunities, exculpations, and indemnities as set forth in the ABL Credit Agreement, Term Credit Agreement, and
Convertible Note Indenture respectively, as if set forth herein. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year first above written. 
  

			
	 CANTOR FITZGERALD SECURITIES, as ABL Agent

		
	 By:
	 	
         




 
			
	 Name:
	 	
	 Title:
	 	     

	
	 DELAWARE TRUST COMPANY, as Term Agent

		
	 By:
	 	 /s/ Benjamin Hancock





			
	 Name:
	 	 Benjamin Hancock

	 Title:
	 	 Assistant Vice President

	
	 WILMINGTON SAVINGS FUND SOCIETY, FSB, as Convertible Noteholder Trustee

		
	 By:
	 	  





			
	 Name:
	 	
	 Title:
	 	  



  

			
	 Agreed to and acknowledged by:

	
	 SAEXPLORATION HOLDINGS, INC.

		
	 By:
	 	 /s/ Michael J. Faust



			
	 Name:
	 	 Michael J. Faust

	 Title:
	 	 Chief Executive Officer


  

			
	 SAEXPLORATION, INC.

		
	 By:
	 	 /s/ Michael J. Faust



			
	 Name:
	 	 Michael J. Faust



			
	 Title:
	 	 Interim Chief Executive Officer



  
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	 SAEXPLORATION SUB, INC.

		
	 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


  

			
	 NES, LLC.

		
	 By:
	 	 /s/ Michael J. Faust

	 Name:
	 	 Michael J. Faust

	 Title:
	 	 Interim Chief Executive Officer

	
	 SAEXPLORATION ACQUISITIONS (US), LLC

		
	 By:
	 	 /s/ Michael J. Faust

	 Name:
	 	 Michael J. Faust

	 Title:
	 	 Interim Chief Executive Officer



  
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	ABL AGENT:
	
	 Cantor Fitzgerald Securities

		
	 By:
	 	 /s/ James Buccola

	 Name:
	 	 James Buccola

	 Title:
	 	 Head of Fixed Income




  
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	TRUSTEE AND NOTEHOLDER COLLATERAL AGENT:
	
	 Wilmington Savings Fund Society, FSB

		
	 By:
	 	 /s/ Geoffrey J. Lewis

	 Name:
	 	 Geoffrey J. Lewis

	 Title:
	 	 Vice President




  
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	 ABL LENDERS AND NOTEHOLDERS:

	
	 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




  
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	 ABL LENDERS AND NOTEHOLDERS:

	
	 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




  
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	TERM LENDER:
	
	WBOX 2015-7 LTD.
		
	 By:
	 	 /s/ Mark Strefling

		 	 Name: Mark Strefling

		 	 Title: Partner & CEO




  
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	ABL AND TERM LENDERS AND NOTEHOLDERS:
		
	    	 	 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

			
		 	 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




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

		 	 Name: David O’Mara

		 	 Title: Deputy General Counsel




  
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	ABL AND TERM LENDER AND NOTEHOLDER:
		
	    	 	JOHN PECORA
			
		 	 By:
	 	 /s/ John Pecora




  
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	ABL AND TERM LENDER AND NOTEHOLDER:
	
	AMZAK CAPITAL MANAGEMENT, LLC
			
		 	 By:
	 	 /s/ Samuel Barker

		 	 Name: Samuel Barker

	     
	 	 Title: Senior Fixed Income Analyst




  
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	ABL LENDER AND NOTEHOLDER:
	
	DUPONT PENSION TRUST
			
		 	 By:
	 	 /s/ Kris Kowal

	     
	 	 Name: Kris Kowal

		 	 Title: Managing Director




  
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	ABL LENDER AND NOTEHOLDER:
		
	    	 	JEFF HASTINGS
			
		 	 By:
	 	 /s/ Jeff Hastings




  
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