SAEXPLORATION HOLDIN

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SAEXPLORATION HOLDINGS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

05/29/2020 | 09:24am

Item 1.01 Entry into a Material Definitive Agreement.



As previously disclosed, on April 13, 2020, SAExploration Holdings, Inc. (the
"Company") and certain of its subsidiaries entered into a series of forbearance
agreements with:




• certain lenders (the "ABL Forbearing Parties") of approximately 98% of the
outstanding principal amount of the loans under the Third Amended and
Restated Credit and Security Agreement, dated as of September 26, 2018 (as
amended, the "ABL Agreement"), by and among SAExploration Inc., a subsidiary
of the Company, as the borrower, the Company, the other Guarantors from time
to time party thereto, the Lenders from time to time party thereto and
Cantor Fitzgerald Securities, as the agent (as amended, the "ABL Forbearance
Agreement");


• certain lenders (the "Term Loan Forbearing Parties") of approximately 82% of
the outstanding principal amount of the term loans under the Term Loan and
Security Agreement, dated as of June 29, 2016 (as amended, the "Term Loan
Agreement"), by and among the Company, as the borrower, the Guarantors from
time to time party thereto, the Lenders from time to time party thereto and
Delaware Trust Company, as the collateral agent and as the administrative
agent (as amended, the "Term Loan Forbearance Agreement"); and


• certain holders (the "Notes Forbearing Parties" and together with the ABL
Forbearing Parties and the Term Loan Forbearing Parties, the "Forbearing
Parties") of approximately 98% of the outstanding principal amount of the
Company's 6.00% Senior Secured Convertible Notes due 2023 (the "Convertible
Notes") issued pursuant to the indenture, dated as of September 26, 2018 (as
amended, the "Convertible Notes Indenture" and together with the ABL
Agreement and the Term Loan Agreement, the "Debt Instruments"), by and among
the Company, the Guarantors from time to time party thereto and Wilmington
Savings Fund Society
, FSB, as trustee and collateral trustee (as amended,
the "Convertible Notes Forbearance Agreement" and together with the ABL
Forbearance Agreement and the Term Loan Forbearance Agreement, the
"Forbearance Agreements").



Pursuant to the Forbearance Agreements, the Forbearing Parties agreed to refrain
from exercising their rights and remedies under the Debt Instruments and
applicable law (the "Forbearance") with respect to existing defaults and other
events of default that have occurred and are continuing as further specified in
the Forbearance Agreements until 5:00 p.m. (New York City time) on the earlier
of (a) May 31, 2020 and (b) the date the Forbearance Agreements otherwise
terminate in accordance with their terms.



The foregoing descriptions of the Forbearance Agreements are summaries only and
are qualified in their entirety by reference to the complete text of (i) the ABL
Forbearance Agreement, attached hereto as Exhibit 10.1, (ii) the Term Loan
Forbearance Agreement, attached hereto as Exhibit 10.2, and (iii) the
Convertible Notes Forbearance Agreement, attached hereto as Exhibit 10.3, each
incorporated by reference into this Item 1.01.



On May 27, 2020, the Company, certain of its subsidiaries and certain of the
Forbearing Parties extended the effectiveness of the Forbearance under the
Forbearance Agreements until the earlier of (i) June 30, 2020 and (b) the date
the Forbearance Agreements otherwise terminate in accordance with their terms.



Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




10.1 Forbearance Agreement, dated as of April 13, 2020, among
SAExploration, Inc., SAExploration Holdings, Inc., the other loan
parties thereto and the lenders party thereto (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2019 filed with the SEC on
April 13, 2020)

10.2 Forbearance Agreement, dated as of April 13, 2020, among
SAExploration Holdings, Inc., the other loan parties thereto and the
lenders party thereto (incorporated by reference to Exhibit 10.31 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 filed with the SEC on April 13, 2020)

10.3 Forbearance Agreement, dated as of April 13, 2020, among
SAExploration Holdings, Inc., the guarantors party thereto and the
holders party thereto (incorporated by reference to Exhibit 10.38 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 filed with the SEC on April 13, 2020 )














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