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

The 2017 RSA contemplates
various closing conditions, including, among other things, the negotiation of definitive documentation and a minimum tender condition
of 95% in principal amount of the New Notes in the exchange offer and consent solicitation (the “Minimum Threshold”).

The 2017 Supporting Holders may terminate
the 2017 RSA if, among other customary termination events, the Issuer files for bankruptcy or if the consummation of the exchange
offer and consent solicitation has not occurred by February 14, 2018.

The summary of the 2017 RSA set forth
above does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is being
filed as Exhibit P hereto and is incorporated herein by reference.

WAIVER AND CONSENT TO
NEW SENIOR LOAN FACILITY

On December 21, 2017, the
Issuer and the other loan parties thereto entered into a Waiver and Consent to the New Senior Loan Facility (the
“Term Loan Consent”) with the lenders party thereto, including WBox 2015-7 Ltd., under
the New Senior Loan Facility, pursuant to which the lenders (A) consented to
(subject to the satisfaction of certain conditions specified in the Term Loan Consent), and waived compliance
with any provision in the agreement governing the New Senior Loan
Facility that might prohibit, the 2017 Restructuring Transaction and (B)
consented to increase the amount of aggregate principal amount of
obligations secured by liens that are senior to the liens securing
the Obligations (as such term is defined in the Term Loan Consent)
from $16 million to $20 million under the Specified Letter
Agreement (as such term is defined in the Term Loan Consent).

The
summary of the Term Loan Consent set forth above does not purport to be complete and is qualified in its entirety by reference
to such agreement, a copy of which is being filed as Exhibit Q hereto and is incorporated herein by reference.

CREDIT AND SECURITY AGREEMENT

On September 22, 2017, SAExploration,
Inc. (the “Borrower”), a domestic subsidiary of the Issuer, entered into the First Amended and Restated Credit and
Security Agreement (the “New Credit Agreement”), by and among the Borrower, the Issuer, SAExploration Sub, Inc. (“SAE
Sub”), SAExploration Seismic Services (US), LLC (“SAE Seismic”), and NES, LLC (together with the Issuer, SAE
Sub, and SAE Seismic, the “2017 Guarantors”), the lenders from time to time party thereto (the “Lenders”)
and Cantor Fitzgerald Securities, as agent (the “New Agent”). The New Credit Agreement amends and restates that certain
Credit and Security Agreement, dated as of November 6, 2014, by and among the Borrower, the 2017 Guarantors and Wells Fargo Bank,
National Association, as lender (the “Original Lender”) (as amended by that certain First Amendment to Credit and Security
Agreement, dated as of June 29, 2016, the “Original Credit Agreement”).

The New Credit Agreement provides
for up to $16.0 million in borrowings secured primarily by the Borrower’s North American assets, mainly accounts receivable
and equipment, subject to certain exclusions and exceptions as set forth in the New Credit Agreement. Additional borrowings under
the credit facility are subject to Lenders’ sole discretion and must be in minimum increments of $1.0 million. Any increased
amount approved by the Lenders will also be subject to the terms and conditions of the New Credit Agreement.

The New Credit Agreement states that
WMP, WCP and a certain other WA Private Fund agreed to an aggregate amount of $2,351,375.55 in advance commitments (the “First
Amended and Restated Effective Date Advance Commitment”). Upon the New Agent’s receipt of a written request from the
Borrower, each Lender severally and not jointly agrees to make its portion of its advance to the Borrower in an amount equal to
such Lender’s First Amended and Restated Effective Date Advance Commitment (the “First Amended and Restated Effective
Date Advance”). Each Lender’s First Amended and Restated Effective Date Advance Commitment shall terminate immediately
upon such Lender funding its First Amended and Restated Effective Date Advance. Immediately after giving effect to the making of
the First Amended and Restated Effective Date Advance, the aggregate amount of all obligations outstanding, shall equal $5,000,000.00.

Borrowings made under the credit
facility will bear interest at a rate of 10.25% per annum for the period from September 22, 2017 through and including March 22,
2018, 10.75% per annum for the period from March 23, 2018 through and including September 22, 2018 and 11.75% per annum for the
period from September 23, 2018 and thereafter. The credit facility will mature on January 2, 2020 (subject to an earlier maturity
date of September 14, 2018 if certain indebtedness remains outstanding at such time), unless terminated earlier.

On December 21, 2017, the Issuer
entered into Amendment No. 1 to the New Credit Agreement (the “Credit Agreement Amendment”) among the Borrower, the
Issuer and the other guarantors party thereto, the lenders party thereto, including WMP, WCP and a certain other WA Private Fund,
and the New Agent (the “Credit Agreement”). The Credit Agreement Amendment, among other things, (i) increases the
maximum amount of borrowings under the Credit Agreement to $20 million (from $16 million), and (ii) adds new lenders to the Credit
Agreement and the other loan documents related thereto.

The foregoing description of the
New Credit Agreement and Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference
to the text of such agreements, copies of which are filed as Exhibits R and S, respectively, hereto and are incorporated herein
by reference.

WAIVER
AND CONSENT TO CREDIT AND SECURITY AGREEMENT

On December 21, 2017, the Borrower,
the Issuer and the other guarantors party thereto, the lenders party thereto, including WMP, WCP and a certain other WA Private
Fund, and the New Agent entered into a waiver and consent to the New Credit Agreement (the “Credit Waiver and Consent”)
pursuant to which the lenders thereto consented to (subject to the satisfaction of certain conditions specified in the Credit Waiver
and Consent), and, solely to permit the consummation of the 2017 Restructuring Transaction, waived compliance with the provisions
of the New Credit Agreement that prohibit the 2017 Restructuring Transaction, provided that the consent and waiver shall be null
and void ab initio upon termination of the 2017 RSA.

The summary of the Credit Waiver and Consent set forth above does not purport
to be complete and is qualified in its entirety by reference to such agreement, a copy of which is being filed as Exhibit T hereto
and is incorporated herein by reference.