REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2014 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
SAExploration Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies LLC (the “Initial Purchaser”) upon the terms set forth in the Purchase Agreement dated June 25, 2014, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $150,000,000 aggregate principal amount of 10% Senior Secured Notes due 2019 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
SAEXPLORATION HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10.000% SENIOR SECURED NOTES DUE 2019 INDENTURE Dated as of July 2, 2014 U.S. BANK NATIONAL ASSOCIATION as Trustee and Noteholder Collateral AgentIndenture • July 9th, 2014 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
INDENTURE, dated as of July 2, 2014 among SAExploration Holdings, Inc., a Delaware corporation, the Guarantors (as defined herein) and U.S. Bank National Association, 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”).
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations […] Liquidity and Capital Resources […]SAExploration Holdings, Inc. • July 9th, 2014 • Oil & gas field exploration services
Financing. In connection with the Merger, we executed a Joinder to the 2012 Credit Agreement, pursuant to which we joined, in the same capacity as Former SAE, the 2012 Credit Agreement dated as of November 28, 2012, among Former SAE, as parent, its subsidiaries, SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC, as borrowers, the lenders party thereto, and CP Admin Co LLC, as Administrative Agent, as amended by an Amendment No. 1 to the 2012 Credit Agreement dated as of December 5, 2012, by an Amendment No. 2 and Consent to the 2012 Credit Agreement dated as of June 24, 2013, and by an Amendment No. 3 to the 2012 Credit Agreement dated October 31, 2013.
SECURITY AGREEMENT by SAEXPLORATION HOLDINGS, INC., andSecurity Agreement • July 9th, 2014 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
SECURITY AGREEMENT dated as of July 2, 2014 (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 U.S. Bank National Association, 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).
