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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board - Other OTC  >  SAExploration Holdings, Inc.    SAEX

SAEXPLORATION HOLDINGS, INC.

(SAEX)
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SAEXPLORATION HOLDINGS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

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06/30/2020 | 05:04pm EDT

Item 1.01 Entry into a Material Definitive Agreement

Extension of Forbearance Agreements

As previously disclosed, on April 13, 2020, 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 98% 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 ("SAE Inc."), 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 ("Cantor"), as the agent (as
      amended, the "ABL Forbearance Agreement");


   •  certain lenders (the "Term Loan Forbearing Parties") of approximately 82% 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 (as amended, the "Term Loan Forbearance Agreement"); and


   •  certain holders (the "Notes Forbearing Parties" and together with the ABL
      Forbearing Parties and the Term Loan Forbearing Parties, the "Forbearing
      Parties") of approximately 98% 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 ABL
      Agreement and the Term Loan Agreement, the "Debt Instruments"), by and among
      the Company, the Guarantors from time to time party thereto and Wilmington
      Savings Fund Society, FSB, as trustee and collateral trustee (as amended,
      the "Convertible Notes Forbearance Agreement" and together with the ABL
      Forbearance Agreement and the Term Loan Forbearance Agreement, the
      "Forbearance Agreements").

Pursuant to the Forbearance Agreements, the Forbearing Parties agreed to refrain from exercising their rights and remedies under the Debt Instruments and applicable law (the "Forbearance") with respect to existing defaults and other events of default that have occurred and are continuing as further specified in the Forbearance Agreements until 5:00 p.m. (New York City time) on the earlier of (a) May 31, 2020 and (b) the date the Forbearance Agreements otherwise terminate in accordance with their terms.

The foregoing descriptions of the Forbearance Agreements are summaries only and are qualified in their entirety by reference to the complete text of (i) the ABL Forbearance Agreement, attached hereto as Exhibit 10.1, (ii) the Term Loan Forbearance Agreement, attached hereto as Exhibit 10.2, and (iii) the Convertible Notes Forbearance Agreement, attached hereto as Exhibit 10.3, each incorporated by reference into this Item 1.01.

On May 27, 2020, the Company, certain of its subsidiaries and certain of the Forbearing Parties extended the effectiveness of the Forbearance under the Forbearance Agreements until the earlier of (i) June 30, 2020 and (b) the date the Forbearance Agreements otherwise terminate in accordance with their terms. On June 29, 2020, the Company, certain of its subsidiaries and certain of the Forbearing Parties extended the effectiveness of the Forbearance under the Forbearance Agreements until the earlier of (i) July 31, 2020 and (b) the date the Forbearance Agreements otherwise terminate in accordance with their terms.

Extension of Date for Shareholder Approval of Series F Warrants

As previously disclosed, in connection with the ABL Agreement, on December 11, 2019, the Company agreed to issue Series F Warrants to purchase shares of common stock, par value $.0001 per share, of the Company to the Lenders under the ABL Agreement. Pursuant to the ABL Agreement, the Company was initially required to obtain shareholder approval for the issuance of Series F Warrants to the Lenders by February 28, 2020. Previously, the Company and the Lenders extended the deadline by which such shareholder approval need be obtained to July 28, 2020.

On June 29, 2020, the Company and the Lenders extended the deadline by which such shareholder approval need be obtained by the Company to September 30, 2020.


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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits




  10.1     Forbearance Agreement, dated as of April 13, 2020, among
         SAExploration, Inc., SAExploration Holdings, Inc., the other loan
         parties thereto and the lenders party thereto (incorporated by reference
         to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 2019 filed with the SEC on April 13,
         2020)

  10.2     Forbearance Agreement, dated as of April 13, 2020, among SAExploration
         Holdings, Inc., the other loan parties thereto and the lenders party
         thereto (incorporated by reference to Exhibit 10.31 to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 2019
         filed with the SEC on April 13, 2020)

  10.3     Forbearance Agreement, dated as of April 13, 2020, among SAExploration
         Holdings, Inc., the guarantors party thereto and the holders party
         thereto (incorporated by reference to Exhibit 10.38 to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 2019
         filed with the SEC on April 13, 2020)














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© Edgar Online, source Glimpses

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