CREDIT FACILITY | CREDIT FACILITY On September 22, 2017, SAExploration, Inc. (“Borrower”), the Corporation, and the Corporation’s other domestic subsidiaries entered into the First Amended and Restated Credit and Security Agreement (the "Credit Agreement") with the lenders from time to time party thereto (the "Lenders") and Cantor Fitzgerald Securities, as agent (the "Agent"). The Credit Agreement amends and restates the Credit and Security Agreement dated as of November 6, 2014 (the "Prior Credit Agreement") by and among the Borrower, the Guarantors, and Wells Fargo Bank, National Association as lender (the "Original Lender"). Immediately prior to entering into the Credit Agreement, the Original Lender sold its interest in the Prior Credit Agreement upon entering into the Loan Assignment, Assumption and Indemnity Agreement (the "Assignment Agreement") with the Agent who subsequently assigned those rights and obligations to one of the Corporation's Supporting Holders (the "Assignee"). Two additional holders elected to join the Credit Agreement (together with the Assignee, the "Lenders"), including one holder as further described in Note 14. The Credit Agreement provides for up to $16,000 in borrowings secured primarily by the Borrower's North American assets, mainly accounts receivable and equipment subject to certain exclusions (the "Credit Facility"). The proceeds of the Credit Facility will primarily be used to fund the Borrower's working capital needs for its operations and for general corporate purposes. As of September 30, 2017 , borrowings outstanding under the Credit Facility were: September 30, 2017 Principal outstanding $ 5,000 Less: unamortized deferred loan issuance costs (793 ) Total Credit Facility outstanding $ 4,207 Additional borrowings under the Credit Facility are subject to Lenders’ sole discretion and must be in minimum increments of $1,000 . Borrowings made under the Credit Facility 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 matures on January 2, 2020, provided that the maturity shall be September 14, 2018 if there are any outstanding Senior Secured Notes or Second Lien Notes at that time, unless terminated earlier. In addition to the above and among other things, the Credit Agreement: • eliminated the ability to redraw borrowings once repaid and placed certain restrictions on the ability to repay borrowings; • eliminated the sub-facility for letters of credit; • provided for mandatory prepayment with any proceeds from Tax Credits that exceeded $15,000 , unless waived by the Lenders; and • removed certain covenants including those to maintain a minimum EBITDA specified above and to maintain eligible equipment of a certain amount. The Credit Agreement was accounted for as a modification during the three-month period ended September 30, 2017. In connection with the Credit Agreement, deferred loan issuance costs totaling $782 were recorded in the three and nine months ended September 30, 2017 consisting of $400 of fees, payable to the Lenders, and $382 of legal and investment banking costs. The Credit Agreement contain covenants including, but not limited to (i) maintain and deliver to the Lenders, as required, certain financial reports, records and other items, (ii) subject to certain exceptions under the Credit Agreement, restrictions on the ability of the Corporation to incur indebtedness, create or incur liens, enter into fundamental changes to corporate structure or to the nature of the business of the Corporation, dispose of assets, permit a change in control, acquire non-permitted investments, enter into affiliate transactions or make distributions. The Credit Agreement also contains representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Lenders, which are customary for agreements of this type. The Corporation was in compliance with the Credit Agreement covenants as of September 30, 2017 . The Credit Agreement also provides for customary events of default. If an event of default occurs and is continuing, then the Lenders may, among other options as described in the Credit Agreement, declare the obligations of the Borrower to be due and payable immediately or declare the funding obligations of the Lenders terminated immediately, subject to the terms of that certain Amended and Restated Intercreditor Agreement, dated as of June 29, 2016 (the “Intercreditor Agreement”), by and among the Original Lender, Wilmington Savings Fund Society, FSB, Delaware Trust Company and the Additional Noteholder Agent (as defined in the Intercreditor Agreement). Prior Credit Agreement Borrowings outstanding under the Prior Credit Agreement were $5,844 as of December 31, 2016. Borrowings made under the Prior Credit Agreement bore interest, payable monthly, at a rate of daily three month LIBOR plus 3% ( 4.00% at December 31, 2016 ). The Prior Credit Agreement had a maturity date of November 6, 2017 . The Prior Credit Agreement also included a sub-facility for letters of credit in amounts up to the lesser of the available borrowing base or $10,000 . Letters of credit were subject to Lender approval and a fee that accrued at the annual rate of 3% of the undrawn daily balance of the outstanding letters of credit, payable monthly. An unused line fee of 0.5% per annum of the daily average of the maximum amount under the Prior Credit Agreement reduced by outstanding borrowings and letters of credit, was payable monthly. As of December 31, 2016 , there were no letters of credit outstanding under the sub-facility and the sub-facility was eliminated in the Credit Agreement. For a complete discussion of the terms and security for the Credit Agreement, see Note 6 of Notes to Consolidated Financial Statements included in the Corporation's 10-K. SENIOR LOAN FACILITY On June 29, 2016, the Corporation, as borrower, and each of the Corporation’s domestic subsidiaries, as guarantors (the “Guarantors”), entered into the Senior Loan Facility with the Supporting Holders of the Senior Secured Notes. In addition to the Supporting Holders, one additional holder of the senior secured notes subsequently elected to participate as a lender in the Senior Loan Facility based on their proportionate ownership of the Senior Secured Notes as discussed in Note 14. The Senior Loan Facility provides funding up to a maximum borrowing amount of $30,000 . Under the terms of the Senior Loan Facility, $15,000 became immediately available and the remaining $15,000 became available when the Corporation entered into the first amendment to the Senior Loan Facility. As of September 30, 2017 and December 31, 2016 , borrowings of $29,995 were outstanding under the Senior Loan Facility. On September 8, 2017, the Corporation entered into the Second Amendment to the Senior Loan Facility that amended and extended a majority of the Senior Loan Facility held by consenting lenders representing $29,000 of the total principal outstanding (the "Extended Loans"). The Second Amendment, among other things, for the Extended Loans: • extended the maturity date to January 2, 2020 ; provided that the maturity is January 2, 2019 if there are any outstanding Senior Secured Notes or Second Lien Notes at that time; • increased the interest rate from 10% per year to 10.5% beginning on September 8, 2017 to, but not including, February 8, 2018, 11.5% per year for the succeeding six-month period, and 12.5% per year thereafter until the maturity, payable monthly in cash; • provided for a mandatory prepayment with the proceeds from any Tax Credit; and • provided for a call premium with respect to certain prepayments. The remaining $995 of advances under the Senior Loan Facility (the "Residual Loans") remain under the original terms of the Senior Loan Facility where borrowings bear interest at a rate of 10% per year, payable monthly and the maturity date is January 2, 2018, unless terminated earlier. The Residual Loans also require mandatory prepayment from the proceeds of any Tax Credit after the Corporation has received $15,000 in proceeds from the Tax Credits. The Second Amendment was accounted for as a modification during the three-month period ending September 30, 2017. In connection with the Second Amendment, deferred loan issuance costs totaling $914 were recorded in the three and nine months ended September 30, 2017. The deferred loan issuance costs recorded during these periods consisted of $600 of fees, which will be paid to the lenders, and $314 of legal and investment banking costs. In connection with the initial borrowing, deferred loan issuance costs totaling $29,091 and $30,051 were recorded in the three and nine months ended September 30, 2016, respectively, which were recorded as a deferred loan issuance cost on the balance sheet. The deferred loan issuance costs recorded in the nine months ended September 30, 2016 consisted of a $600 facility fee, $1,026 in legal and investment banking costs, and $28,425 for the fair value of 2,803,302 shares of Corporation common stock issued to the lenders on July 27, 2016. The fair value of the common stock was determined using the probability-weighted expected return method based on a combination of the income and market approaches and a mergers and acquisition scenario. The Senior Loan Facility is secured by substantially all of the collateral securing the obligations under (i) the Credit Agreement, (ii) the Senior Secured Notes and (iii) the Second Lien Notes, including the receivable due to the Corporation discussed in Note 3. This security interest is junior to the security interest in such collateral securing the obligations under the Credit Facility and senior to the security interests in such collateral securing the obligations under the Second Lien Notes and the Senior Secured Notes. The Senior Loan Facility contains negative covenants that restrict the Corporation’s and the Guarantors’ ability to incur indebtedness, create or incur liens, enter into fundamental changes to the Corporation’s corporate structure or to the nature of the Corporation’s business, dispose of assets, permit a change in control to occur, make certain prepayments, other payments and distributions, make certain investments, enter into affiliate transactions or make certain distributions, and requires the Corporation maintain and to deliver certain financial reports, projections, records and other items. The Senior Loan Facility also contains customary representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Senior Loan Facility agent and the lenders, and customary events of default. The Corporation is in compliance with the Senior Loan Facility covenants as of September 30, 2017 . |