SAEXPLORATION HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10.000% SENIOR SECURED SECOND LIEN NOTES DUE 2019 INDENTURE Dated as of July 27, 2016 WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee and Noteholder Collateral AgentIndenture • August 1st, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
INDENTURE, dated as of July 27, 2016 among SAExploration Holdings, Inc., a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein) and Wilmington Savings Fund Society, FSB, and any and all successors thereto, as trustee (in such capacity, the “Trustee”) and as Noteholder Collateral Agent (in such capacity, the “Noteholder Collateral Agent”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 1st, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services • Delaware
This Director and Officer Indemnification Agreement, dated as of July 27, 2016 (this “Agreement”), is made by and between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ADDITIONAL INDEBTEDNESS JOINDER AND DESIGNATIONAdditional Indebtedness Joinder and Designation • August 1st, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services
ADDITIONAL INDEBTEDNESS JOINDER AND DESIGNATION, dated as of July 27, 2016 (this “Joinder”), by and among Wells Fargo Bank, National Association, as ABL Agent (“ABL Agent”), Wilmington Savings Fund Society, FSB, as Existing Noteholder Agent (“Existing Noteholder Agent”), Delaware Trust Company, as Term Agent (“Term Agent”), and the Additional Noteholder Agent (as defined below) and any successors or assigns thereof, to the Amended and Restated Intercreditor Agreement dated as of June 29, 2016 (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the ABL Agent, Existing Noteholder Agent, Term Agent, and the other parties party thereto from time to time. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.
SECURITY AGREEMENT by SAEXPLORATION HOLDINGS, INC., and EACH OF THE SUBSIDIARIES OF SAEXPLORATION HOLDINGS, INC. PARTY HERETO, as Pledgors, and WILMINGTON SAVINGS FUND SOCIETY, FSB as Noteholder Collateral Agent Dated as of July 27, 2016Security Agreement • August 1st, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
SECURITY AGREEMENT dated as of July 27, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) by and among SAExploration Holdings, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company from time to time party hereto (such parties, the “Guarantors”), (the Company, together with the Guarantors, as pledgors, assignors and debtors hereunder and together with any successors, the “Pledgors,” and each, a “Pledgor”), and Wilmington Savings Fund Society, FSB, in its capacity as noteholder collateral agent (in such capacity and together with any successors in such capacity, the “Noteholder Collateral Agent”) for the Secured Parties. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Indenture (as hereinafter defined).
WARRANT AGREEMENT dated as of July 27, 2016 between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company, as Warrant AgentWarrant Agreement • August 1st, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
Warrant Agreement (as it may be amended from time to time, this “Warrant Agreement”), dated as of July 27, 2016, between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
