contemporaneously with this Agreement.
7.
Solely prior to the close of business on September 27, 2019, any Event of
Default under Section 9.7 of the Credit Agreement as a result of a potential
default under Section 6.01(2) of the New Senior Notes Indenture as a result of
the Loan Parties' failure to pay all Indebtedness outstanding under the New
Senior Notes at the final maturity thereof.
Exhibit A
Exhibit B
ABL Amendment
Exhibit B
SUBSEQUENT ADVANCE COMMITMENT REQUEST AND AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
This SUBSEQUENT ADVANCE COMMITMENT REQUEST AND AMENDMENT NO. 2 TO THIRD AMENDED
AND RESTATED CREDIT AND SECURITY AGREEMENT (this "Amendment") dated as of
September [23], 2019, is entered into among SAExploration, Inc., a Delaware
corporation (the "Borrower"), the Guarantors party hereto, the Lenders party
hereto, and Cantor Fitzgerald Securities, as administrative agent and collateral
agent for the Lenders (in such capacities, the "Agent"), 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 Agent (as amended by that certain
Amendment No. 1 dated as of January 25, 2019, 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, the Guarantors, and the Lenders party hereto are party to
that certain Forbearance Agreement, dated as of September 23, 2019 (the
"Forbearance Agreement"), pursuant to which the Forbearing Lenders (as defined
therein) have agreed to forbear from exercising certain rights and remedies
arising from or in respect of certain Existing Defaults and Potential Defaults
(each, as defined in the Forbearance Agreement);
WHEREAS, the Borrower desires to request the issuance of additional commitments
to make Subsequent Advances pursuant to Section 2.1(e) of the Agreement;
WHEREAS, the Lenders party hereto, constituting the "Supermajority Lenders," are
willing to agree to issue such additional Subsequent Advance Commitment;
WHEREAS, in connection with the issuance of such additional Subsequent Advance
Commitments, the Borrower has requested certain waivers, amendments, and
modifications to the Agreement; and
WHEREAS, the Agent (at the direction of the Supermajority Lenders) and the
Lenders party hereto, constituting the "Supermajority Lenders" and the "Required
Lenders" are willing to agree to such waivers, amendments, and modifications
subject to the terms and conditions hereof.
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:
1. Subsequent Advance Commitment Request.
(a)
The Borrower hereby requests, pursuant to Sections 2.1(e) and 2.3(a)(ii) of the
Agreement, the issuance of additional Subsequent Advance Commitments in the
amount of $8,000,000.00 (the "Amendment No. 2 Subsequent Advance Commitments").
The parties hereto hereby agree that such request constitutes a Subsequent
Advance Commitment Request (the "Amendment No. 2 Subsequent Advance Commitment
Request") and that the Amendment No.