This FORBEARANCE AGREEMENT (this Agreement), is entered into as of September 23, 2019, among SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the Issuer), the Guarantors (as defined in the Indenture referred to below and, together with the Issuer, the Company Indenture Parties), and the Holders (as defined in the Indenture) party hereto (the Forbearing Holders), together holding more than 75% in aggregate outstanding principal amount of the Notes (as defined below).
A. The Issuer, the Guarantors, and Wilmington Savings Fund Society FSB, as trustee and collateral trustee under and as defined in the Indenture (in such capacity, the Trustee), are party to that certain Senior Secured Convertible Notes Indenture, dated as of September 26, 2018 (as heretofore amended or otherwise modified, the Indenture), which governs the $60,000,000 aggregate principal amount of 6.00% Senior Secured Convertible Notes due 2023 (the Notes) of which more than 75% in aggregate outstanding principal amount is held by the Forbearing Holders.
B. Certain Defaults and Events of Default under the Indenture have occurred and certain other Defaults or Events of Default may have occurred or are anticipated to occur, in each case as more specifically described in Exhibit A attached hereto.
C. The Company Indenture Parties have requested that the Forbearing Holders, upon the terms and conditions set forth in this Agreement, forbear during the Forbearance Period (as defined below) from exercising certain rights and remedies arising from or in respect of the Existing Defaults (as defined on Exhibit A) and the Potential Defaults (as defined on Exhibit A).
D. The Forbearing Holders are willing to grant such forbearance subject to the terms and conditions of this Agreement and the other Indenture Documents.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Indenture. In addition, the following terms, for the purposes of this Agreement, shall have the following meanings:
ABL Credit Agreement means that certain Third Amended and Restated Credit and Security Agreement, dated as of September 26, 2018, among SAExploration, Inc., as borrower, the guarantors party thereto, the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, as amended or otherwise modified.
ABL Forbearance Agreement means that certain Forbearance Agreement, dated as of the date hereof, among SAExploration, Inc., the guarantors under the ABL Credit Agreement, and lenders under the ABL Credit Agreement constituting the Required Lenders (as defined under the ABL Credit Agreement), related to the ABL Credit Agreement.