13D Filing: Whitebox Advisors and Saexploration Holdings Inc. (SAEX)

Exhibit
T

Execution
Version

WAIVER
AND CONSENT

This
WAIVER AND CONSENT (this “Consent“) is made as of December 21, 2017 by and among the parties hereto.

RECITALS

A.

SAExploration, Inc. (the “Borrower“) desires to enter into certain transactions, including the exchange of certain Indebtedness of the Parent for Equity Interests issued by the Parent, which transactions are described in the Restructuring Support Agreement attached hereto as Exhibit A (such Restructuring Support Agreement, the “RSA“) (collectively, the “Transactions“).

B.

Pursuant to that certain First Amended and Restated Credit and Security Agreement (the “Loan Agreement“), dated as of September 22, 2017, by and among the lenders party thereto (the “Lenders“), Borrower, as borrower, SAExploration Holdings, Inc. and the other guarantors party thereto, as guarantors, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent“), the Lenders extended credit to Borrower as described therein.

C.

Borrower has requested that the Lenders and the Agent consent to the Transactions.

D.

Section 7.7(a) of the Loan Agreement provides that, subject to certain exceptions, neither Borrower nor any other Loan Party will acquire any Indebtedness of any Loan Party or any of its Subsidiaries.

E.

Section 7.8(a) of the Loan Agreement provides that, subject to certain exceptions, neither Borrower nor any other Loan Party will directly or indirectly, amend, modify, or change any of the terms or provisions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness.

F.

Section 7.12 of the Loan Agreement provides, subject to certain exceptions, that neither Borrower nor any other Loan Party will, directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower, any other Loan Party or any of their Subsidiaries.

G.

Section 15.1(a) of the Loan Agreement provides that no amendment or waiver of any Loan Document or any provisions thereof, and no consent with respect to any departure by any Loan Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Agent with the consent of the Required Lenders).

H.

Each of the undersigned Lenders and, at the direction of the Required Lenders, the Agent desires to consent to the Transactions.

I.

Each of the undersigned Lenders and, at the direction of the Required Lenders, the Agent desires to waive compliance with any provision in the Loan Agreement that might prohibit the Transactions, including those provisions set forth in Sections 7.7(a), 7.8(a) and 7.12 of the Loan Agreement.