Item 1.01 Entry into a Material Definitive Agreement
Extension of Forbearance Agreements
As previously disclosed, on
• 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 ofSeptember 26, 2018 (as amended, the "ABL Agreement"), by and amongSAExploration Inc. , a subsidiary of the Company ("SAE Inc. "), as the borrower, the Company, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto andCantor Fitzgerald Securities ("Cantor"), 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 ofJune 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 andDelaware 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 ofSeptember 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 andWilmington 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
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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 10.1 Forbearance Agreement, dated as ofApril 13, 2020 , amongSAExploration, 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 endedDecember 31, 2019 filed with theSEC onApril 13, 2020 ) 10.2 Forbearance Agreement, dated as ofApril 13, 2020 , amongSAExploration 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 endedDecember 31, 2019 filed with theSEC onApril 13, 2020 ) 10.3 Forbearance Agreement, dated as ofApril 13, 2020 , amongSAExploration 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 endedDecember 31, 2019 filed with theSEC onApril 13, 2020 ) 1
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