AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT
This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of December 31, 2019 (this Amendment) 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), hereby amends the Forbearance Agreement (the Forbearance Agreement), dated as of September 23, 2019, by and among the parties thereto. Capitalized terms used and not defined herein shall have the definitions ascribed to such terms in the Forbearance Agreement or Indenture (as defined below), as applicable.
WHEREAS, 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);
WHEREAS, each of the parties hereto is party to the Forbearance Agreement relating to the Indenture, pursuant to which the Forbearing Holders, upon the terms and conditions set forth in the Forbearance Agreement, agreed to forbear during the Forbearance Period from exercising certain rights and remedies arising from or in respect of the Existing Defaults and the Potential Defaults specified in Exhibit A to the Forbearance Agreement;
WHEREAS, the parties hereby desire to make certain amendments to the Forbearance Agreement.
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendments to Forbearance Agreement.
(a) The following defined term in Section 1 of the Forbearance Agreement is hereby amended and restated as follows:
Termination Date means 5:00 p.m. on the earlier of (i) January 27, 2020, or (ii) the date on which a Termination Event occurs.
(b) Exhibit A of the Forbearance Agreement is hereby amended to insert the Existing Defaults and Potential Defaults identified in Exhibit 1 hereto.
Section 2. No Other Amendments. This Amendment shall not constitute an amendment of any provision of the Forbearance Agreement except as expressly stated herein. Except as expressly amended hereby, the provisions of the Forbearance Agreement shall remain in full force and effect in accordance with their terms.