SAEXPLORATION HOLDINGS, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Forbearance Agreements

As previously disclosed, on September 23, 2019, SAExploration Holdings, Inc. (the "Company") and certain of its subsidiaries entered into a series of forbearance agreements with:

    •     certain lenders (the "ABL Forbearing Parties") of approximately
          $20.5 million in aggregate principal amount (representing approximately
          93% of the outstanding principal amount) of the loans under the Third
          Amended and Restated Credit and Security Agreement, dated as of
          September 26, 2018 (as amended, the "ABL Agreement"), by and among
          SAExploration Inc., a subsidiary of the Company, as the borrower, the
          Company, the other Guarantors from time to time party thereto, the
          Lenders from time to time party thereto, and Cantor Fitzgerald
          Securities, as the agent (the "ABL Forbearance Agreement");




    •     certain lenders (the "Term Loan Forbearing Parties") of at least 67% of
          the outstanding principal amount of the term loans under the Term Loan
          and Security Agreement, dated as of June 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, and Delaware Trust Company, as the Collateral Agent and as
          the Administrative Agent (the "Term Loan Forbearance Agreement"); and




    •     certain holders (the "Notes Forbearing Parties" and together with the
          Term Loan Forbearing Parties and the ABL Forbearing Parties, the
          "Forbearing Parties") of at least 90% 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 of
          September 26, 2018 (as amended, the "Convertible Notes Indenture" and,
          together with the Term Loan Agreement and the ABL Agreement, the "Debt
          Instruments"), by and among the Company, the guarantors party thereto and
          Wilmington Savings Fund Society, FSB, as trustee and collateral trustee
          (the "Convertible Notes Forbearance Agreement" and together with the Term
          Loan Forbearance Agreement and the ABL Forbearance Agreement, the
          "Forbearance Agreements").

On December 31, 2019, the Company and certain of its subsidiaries entered into amendments to the Forbearance Agreements (together, the "Forbearance Agreement Amendments"). Pursuant to the Forbearance Agreement Amendments, the Forbearing Parties agreed to: (i) extend the effectiveness of their agreement to refrain from exercising their rights and remedies under the Debt Instruments and applicable law (the "Forbearance") until the earlier of (a) January 27, 2020, and (b) the date the Forbearance Agreements otherwise terminate in accordance with their terms; and (ii) make certain amendments to the existing and potential defaults covered by the Forbearance.

The foregoing description of the Forbearance Agreement Amendments is a summary only and is qualified in its entirety by reference to the complete text of Forbearance Agreement Amendments attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, each incorporated herein by reference.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 30, 2019, the Company's Board of Directors terminated the employment of Brian Beatty, the Company's Chief Operating Officer. Under the terms of his employment agreement with the Company, as a result of his termination, Mr. Beatty was deemed to have immediately resigned as a director of the Company as well as any other office, position, or directorship which he held with any of the Company's affiliates. Mr. Beatty will not receive any compensation or other severance benefits in connection with the termination of his employment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number                                    Description

10.1           Amendment No. 1 to Forbearance Agreement, dated as of December  31,
             2019, among SAExploration, Inc., SAExploration Holdings, Inc., the
             other loan parties party thereto and the lenders party thereto.

10.2           Amendment No. 1 to Forbearance Agreement, dated as of December 31,
             2019, among SAExploration Holdings, Inc., the other loan parties party
             thereto and the lenders party thereto.

10.3           Amendment No. 1 to Forbearance Agreement, dated as of December 31,
             2019, among SAExploration Holdings, Inc. and the holders party
             thereto.




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