SECOND AMENDMENT AND JOINDER TO BACKSTOP COMMITMENT AGREEMENT
This SECOND AMENDMENT AND JOINDER TO BACKSTOP COMMITMENT AGREEMENT (this Amendment) is made and entered into as of December 8, 2020, by and among SAExploration Holdings, Inc., a Delaware corporation, SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, and NES, LLC (collectively, the Company Parties), the undersigned Backstop Parties, and Tegean Capital Management LLC (the Joining Party).
WHEREAS, reference is made to the Backstop Commitment Agreement, dated as of August 27, 2020 (as amended by the Amendment to Backstop Commitment Agreement dated November 1, 2020, the Existing Agreement), by and among the Company Parties and the Backstop Parties party thereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Agreement;
WHEREAS, Section 8.5 of the Existing Agreement provides that the Existing Agreement may be amended by a written instrument that is signed by the Company Parties and the Required Backstop Parties;
WHEREAS, the Company Parties and the undersigned Backstop Parties, together constituting the Required Backstop Parties, now intend to amend the Existing Agreement as set forth below;
WHEREAS, the Joining Party intends to become party to the Existing Agreement, as amended by this Amendment (the Amended Agreement) as a Backstop Party and to be bound by all of the terms of the Amended Agreement;
WHEREAS, the Company Parties and the undersigned Backstop Parties, together constituting the Required Backstop Parties, consent to the Joining Party becoming party to the Amended Agreement as a Backstop Party.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:
1. Joinder. The Joining Party hereby agrees to be bound by all of the terms of the Amended Agreement. The Joining Party, the Company Parties, and the undersigned Backstop Parties hereby agree that the Joining Party shall hereafter be deemed to be a Backstop Party for all purposes under the Agreement. Notwithstanding the foregoing or anything in the Amended Agreement to the contrary, the Joining Party shall not be entitled to the benefit of any provision of the Amended Agreement providing for the reimbursement of costs, fees, or expenses, including without limitation any such provisions contained in Sections 2.3.1 and 7.1 of the Amended Agreement, and the Joining Party hereby waives any such benefit.