AMENDMENT NO. 9 TO TERM LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 9 TO TERM LOAN AND SECURITY AGREEMENT (this Amendment) dated as of November 22, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the Borrower), the Guarantors party hereto, and the Lenders party hereto, and amends that certain Term Loan and Security Agreement dated as of June 29, 2016, entered into among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Delaware Trust Company, as administrative agent and collateral agent for the Lenders (in such capacities, the Agent) (as amended, modified, supplemented and in effect on the date hereof, 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 has requested that the Lenders amend the Agreement in accordance with Section 15.1 of the Agreement as provided herein;
WHEREAS, the Lenders party hereto constituting the Required Lenders have agreed to consent to amend the Agreement subject to the terms and conditions hereof.
NOW, THEREFORE, to comply with the provisions of the Agreement and in consideration of the above premises, the parties covenant and agree as follows:
a) The following defined term is hereby inserted in Schedule 1.1a to the Agreement:
Australian Business Assets Sale means the sale by SAExploration (Australia) Pty Ltd and SAE (Australia) Pty Ltd f/k/a Geokinetics (Australia) Pty Ltd and certain of their respective affiliates to Terrex Pty Ltd of the Business Assets pursuant to and as defined in that certain Asset Sale Agreement, dated on or about November 22, 2019, by and between SAExploration (Australia) Pty Ltd, SAE (Australia) Pty Ltd f/k/a Geokinetics (Australia) PTY Ltd, SAExploration Holdings, Inc., and Terrex Pty Ltd., as in effect as of the date hereof.
b) The following defined term in Schedule 1.1a to the Agreement is hereby amended and restated as follows:
Net Proceeds means proceeds in cash, checks or other cash equivalent financial instruments (including Cash Equivalents) as and when received by the Person making a Disposition as well as insurance proceeds and condemnation and similar awards received on account of an Event of Loss, net of: (a) in the event of a Disposition (i) the direct costs relating to such Disposition excluding amounts payable to Borrower or any Affiliate of Borrower (other than any Lender or Permitted Holder), (ii) sale, use or other transaction Taxes paid or payable as a result thereof, (iii) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness secured by a Lien on the asset which is the subject of such Disposition, (iv) income Taxes or gains (whether imposed on a Loan Party or, if such Loan Party is treated as a pass-through or