EX-10.3




 Exhibit 10.3 

Execution Version 

AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT 

AMENDMENT NO. 1 TO AMENDED AND RESTATED 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 Amended and Restated 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 Amended and Restated Intercreditor Agreement, the “Term Agent”), and the ABL Lenders and Term Lenders
party hereto. 
 WITNESSETH: 

WHEREAS, the ABL Agent and the Term Agent (among others) entered into that certain Amended and Restated Intercreditor
Agreement, dated as of June 29, 2016 (the “Amended and Restated Intercreditor Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Intercreditor
Agreement),1 and each Loan Party acknowledged and consented to such Amended and Restated Intercreditor Agreement; and 

WHEREAS, the ABL Agent and the Term Agent have agreed to amend the Amended and Restated Intercreditor Agreement as provided
herein, each at the direction of the Required Lenders, 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 Amended and Restated Intercreditor Agreement. The definition of “ABL Obligations
Cap” in Section 1.2 of the Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Intercreditor Agreement, except as specifically set forth herein. 

 

	1 	 The Amended and Restated Intercreditor Agreement, dated as of June 29, 2016, is by and between the ABL
Agent, the Term Agent, and Wilmington Savings Fund Society, FSB as Existing Noteholder Agent and Additional Noteholder Agent. As of the date hereof, the obligations relating to the Existing Notes and Additional Notes have been indefeasibly paid in
cash or otherwise satisfied in full. As a result, Wilmington Savings Fund Society, FSB as Existing Noteholder Agent and Additional Noteholder Agent is not required to be a party hereto. In addition, to the extent there is any conflict between the
Amended and Restated Intercreditor Agreement and that certain Intercreditor Agreement, dated as of September 26, 2018 (the “2018 Intercreditor Agreement”), Section 10.18 of the 2018 Intercreditor Agreement provides that
the 2018 Intercreditor Agreement shall control. As a result, this Amendment is being entered into in an abundance of caution to the extent the Amended and Restated Intercreditor Agreement has not been terminated according to its terms.




  
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 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. 
 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 

  
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(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 and Term Agent shall have all of the rights, protections, privileges, immunities,
exculpations, and indemnities as set forth in the ABL Credit Agreement and Term Credit Agreement respectively, as if set forth herein. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
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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



  

			
	 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

	
	 SAEXPLORATION SUB, INC.

		
	 By:
	 	 /s/ Michael J. Faust

	 Name:
	 	 Michael J. Faust

	 Title:
	 	 Interim Chief Executive Officer



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 













			
	 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



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 












 
			
	 ABL AGENT:

	
	 CANTOR FITZGERALD SECURITIES, as Agent

		
	 By:
	 	 /s/ James Buccola

	 Name: James Buccola

	 Title: Head of Fixed Income




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 












 
					
	 ABL 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. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 












 
			
	 ABL 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




  
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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:
		
		 	 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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PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 












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

		 	 Name: David O’Mara

		 	 Title: Deputy General Counsel




  
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PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 












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




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 












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

		 	 Name: Samuel Barker

		 	 Title: Senior Fixed Income Analyst




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 












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

		 	 Name: Kris Kowal

		 	 Title: Managing Director




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT] 












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




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]