UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 29, 1999
OMNI ENERGY SERVICES CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOUISIANA 0-23383 72-1395273
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
4500 NE INTERSTATE 49
CARENCRO, LOUISIANA 70520
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(318) 896-6664
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS
On March 29, 1999, the Registrant entered into a Fourth Amendment to
Amended and Restated Loan Agreement, dated March 29, 1999, by and among
Hibernia, the Registrant, and certain of its subsidiaries, amending the
terms of the credit facilities and certain financial covenants contained
therein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Fourth Amendment to Amended and Restated Loan Agreement by and among
Hibernia, Omni Energy Services Corp., and certain of its subsidiaries.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
OMNI ENERGY SERVICES CORP.
April 29, 1999 /s/ John H. Untereker
----------------------
John H. Untereker
Executive Vice President and
Chief Financial Officer
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective as of March 29, 1999 (the "Fourth Amendment"), among
OMNI ENERGY SERVICES CORP., a Louisiana corporation (the "Borrower"),
AMERICAN AVIATION L.L.C., a Missouri limited liability company
("Aviation"), OMNI ENERGY SERVICES CANADA CORP., an Alberta, Canada
corporation formerly known as Hamilton Drill Tech Inc. ("Omni Canada"),
OMNI ENERGY SERVICES-ALASKA, INC., an Alaska corporation ("Omni Alaska"),
and HIBERNIA NATIONAL BANK, a national banking association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower, Aviation, Omni Marine & Supply, Inc., and
the Bank have heretofore entered into an Amended and Restated Loan
Agreement dated as of January 20, 1998, as amended by First Amendment
thereto dated as of March 31, 1998, as amended by Second Amendment thereto
dated as of July 31, 1998, and as amended by Third Amendment thereto dated
as of October 30, 1998 (as so amended, the "Loan Agreement"), pursuant to
which the Bank established in favor of the Borrower certain credit
facilities consisting of Acquisition Loans, Revolving Loans, Bridge Loans,
and a Term Loan;
WHEREAS, subsequent to the execution of the Loan Agreement, Omni
Canada and Omni Alaska became wholly-owned subsidiaries of the
Borrower, and Omni Marine & Supply, Inc., a Louisiana corporation, was
merged into the Borrower;
WHEREAS, the Loans by the Bank to the Borrower are guaranteed, IN
SOLIDO, by Aviation, Omni Canada, and Omni Alaska as the Guarantors;
WHEREAS, the Borrower, with the consent of the Guarantors, has
requested that the Bank extend the maturity date of the Bridge Note to
January 20, 2000, and amend certain of the financial covenants contained in
the Loan Agreement; and
WHEREAS, subject to the terms and conditions of the Loan Agreement, as
amended by this Fourth Amendment, the Bank is willing to amend certain of
the financial covenants contained in the Loan Agreement, subject to the
following conditions: (i) a reduction of the Revolving Loan Commitment
from $10,000,000.00 to $7,000,000.00; (ii) a reduction of the Bridge Line
Commitment from $6,639,200.00 to $2,639,200.00, and the conversion of the
Bridge Note to a term loan; (iii) a reduction of the Acquisition Loan
Commitment from $9,000,000.00 to $7,937,889.00, and the conversion of the
Acquisition Note to a term loan; (iv) the execution by the Borrower of
renewal promissory notes to evidence the reduced Revolving Loan Commitment,
the Acquisition Loan Commitment, and the Bridge Line Commitment; (v) the
execution by the Borrower of a renewal Term Note; (vi) the execution by the
Borrower and the Guarantors of certified resolutions authorizing and/or
approving the transactions contemplated by this Fourth Amendment; and (vii)
all other conditions specified in this Fourth Amendment.
NOW, THEREFORE, THE PARTIES HERETO, IN CONSIDERATION OF THE MUTUAL
COVENANTS HEREINAFTER SET FORTH AND INTENDING TO BE LEGALLY BOUND HEREBY,
AGREE AS FOLLOWS:
1. DEFINED TERMS. Capitalized terms used herein which are defined
in the Loan Agreement are used herein with such defined meanings, except as
may be expressly set forth in this Fourth Amendment.
2. DEFINED TERMS REVISION.
(a) The definition of the term "Acquisition Loan Commitment"
appearing in Section 1.1 on page 2 of the Loan Agreement is hereby deleted
and restated as follows:
"ACQUISITION LOAN COMMITMENT" shall mean the
agreement by the Bank to make a $7,937,889.00 term
loan to the Borrower, all in accordance with the
provisions of paragraph 4 of the Fourth Amendment.
(b) The definition of the term "Acquisition Note" appearing in
Section 1.1 on page 2 of the Loan Agreement is hereby deleted and restated
as follows:
"ACQUISITION NOTE" shall mean that certain
promissory note more fully described in paragraph
4(b) of the Fourth Amendment, together with any
and all extensions, renewals, modifications, and
substitutions therefor.
(c) The definition of the term "Base Rate" appearing in Section
1.1 on page 3 of the Loan Agreement is hereby deleted and restated as
follows:
"BASE RATE" shall mean the rate of interest
established from time to time by THE WALL STREET
JOURNAL, as the "prime" lending rate, and which is
not necessarily the lowest rate charged by the
Bank, such rate to be adjusted automatically on
and as of the effective date of any change in such
Base Rate.
(d) The definition of the term "Revolving Loan Commitment"
appearing in Section 1.1 on page 9 of the Loan Agreement is hereby deleted
and restated as follows:
"REVOLVING LOAN COMMITMENT" shall mean the
agreement by the Bank to the Borrower to make
Revolving Loans and to issue Credits in accordance
with the provisions of Article II hereof, as
amended by the Fourth Amendment.
(e) The definition of the term "Revolving Note" appearing in
Section 1.1 on page 9 of the Loan Agreement is hereby deleted and restated
as follows:
"REVOLVING NOTE" shall mean that certain
promissory note more fully described in paragraph
3(a) of the Fourth Amendment, together with any
and all extensions, renewals, modifications, and
substitutions therefor.
(f) The definition of the term "Borrowing Base Amount" appearing
in paragraph 2(a) of the Third Amendment is hereby deleted and restated
as follows:
"BORROWING BASE AMOUNT" shall mean: for the
Revolving Loan Commitment, at any time, based upon
the most recent timely submitted borrowing base
certificate submitted by or on behalf of the
Borrower (but not less than on a weekly basis), as
the same may be adjusted by the Bank on a daily
basis upon review of the Borrower's sales journals
and cash receipts and as a result of field
examinations of the Collateral (using reasonable
lending discretion), the lesser of (i)
$7,000,000.00 or (ii) the sum of (x) the amount
of Qualified Receivables at such time and
(y) advances, using reasonable lending discretion
and up to the sublimit (in the aggregate)
of $3,500,000.00, to finance the Borrower's
acquisition of Eligible Parts and Supplies, which
advances are limited to a loan to value ratio of
50%.
(g) The definition of the term "Bridge Line Commitment"
appearing in paragraph 2(i) of the Third Amendment is hereby deleted and
restated as follows:
"BRIDGE LOAN COMMITMENT" shall mean the agreement
by the Bank to the Borrower to make a term loan
to the Borrower in the principal amount of
$2,639,200.00 in accordance with the provisions
of paragraph 6(b) of the Fourth Amendment.
(h) The definition of the term "Bridge Line" appearing in
paragraph 2(i) of the Third Amendment is hereby deleted and restated as
follows:
"BRIDGE LOAN" shall mean the term loan made by the
Bank to the Borrower pursuant to the Bridge Loan
Commitment.
(i) The definition of the term "Bridge Note" appearing in
paragraph 2(i) of the Third Amendment is hereby deleted and restated as
follows:
"BRIDGE NOTE" shall have the meaning assigned to
that term in paragraph 6(b) of the Fourth
Amendment, together with any and all extensions,
renewals, modifications, and substitutions
therefor.
(j) The following definition is hereby added to the Loan
Agreement:
"FOURTH AMENDMENT" shall mean that certain Fourth
Amendment to Amended and Restated Loan Agreement
dated as of March 29, 1999 by and among the
Borrower, Aviation, Omni Canada, Omni Alaska, and
the Bank.
3. REVISIONS TO ARTICLE II (REVOLVING LOANS) OF THE LOAN AGREEMENT.
Subject to the terms and conditions of the Loan Agreement, as amended by
this Fourth Amendment, the parties agree as follows:
(a) The term "Revolving Note" in Section 2.2.1 of the Loan
Agreement shall henceforth mean that certain master promissory note of the
Borrower dated March 29, 1999 in the maximum aggregate principal amount
of $7,000,000.00, payable to the order of the Lender on demand, or if no
demand is made, on the Termination Date, and bearing interest at the Base
Rate plus 1% (the "Revolving Note"). The parties acknowledge that the
Revolving Note constitutes a reduction of the principal amount available
for Revolving Loans and a renewal and refinancing of the Revolving Note
dated January 20, 1998 by the Borrower in the maximum aggregate principal
amount of $10,000,000.00.
(b) The reference in line 3 of Section 2.2.8 of the Loan
Agreement to $10,000,000.00 shall henceforth be deemed a reference to
$7,000,000.00.
4. REVISIONS TO ARTICLE III (ACQUISITION LOANS) OF THE LOAN
AGREEMENT. Subject to the terms and conditions of the Loan Agreement, as
amended by this Fourth Amendment, the parties agree as follows:
(a) Sections 3.1, 3.2.2, and 3.2.3, and 3.2.6 of the Loan
Agreement are no longer applicable, and are hereby deleted.
(b) Section 3.2.1 of the Loan Agreement is hereby deleted and
restated as follows:
SECTION 3.2.1. ACQUISITION NOTE. Subject to the
terms and conditions of this Agreement, as amended
by the Fourth Amendment, the Bank agrees to extend
a term loan to the Borrower in the principal
amount of $7,937,889.00 (the "Acquisition Loan
Commitment"). The Acquisition Loan Commitment by
the Bank to the Borrower shall be evidenced by a
promissory note of the Borrower (said promissory
note being herein referred to as the "Acquisition
Note"), dated March 29, 1999, payable to the
order of the Bank in the principal sum of
$7,937,889.00 with a final maturity of January 20,
2000, and bearing interest at the Base Rate plus
1%.
The parties acknowledge that the Acquisition Note, as described in the
indented paragraph above, evidences a renewal and refinancing as a term
loan of the "Acquisition Note" dated January 20, 1998 by the Borrower in
the principal amount of $9,000,000.00.
c. Section 3.2.4 of the Loan Agreement is hereby deleted and
restated as follows:
SECTION 3.2.4. PAYMENT OF THE ACQUISITION NOTE
UNDER THE ACQUISITION LOAN COMMITMENT. Principal
and interest under the Acquisition Loan shall be
paid quarterly based on a five (5) year straight
line amortization, with a final maturity of
January 20, 2000. The Borrower hereby authorizes
the Bank to debit the Dominion Account to pay any
amount due on the Acquisition Note. The Bank
agrees to give notice to the Borrower of any such
debits within three (3) Business Days following
each such debit.
5. REVISION TO ARTICLE IV (TERM LOAN) OF THE LOAN AGREEMENT: Section
4.2 of the Loan Agreement is hereby amended to reflect that the Term Note
described therein is now evidenced by that certain renewal promissory note
dated March 29, 1999 by the Borrower in the principal amount of
$6,078,577.13, payable to the order of the Bank, and bearing interest
at the Base Rate plus 1%.
6. REVISIONS TO PARAGRAPH 3 (BRIDGE NOTE) OF THE THIRD AMENDMENT.
Subject to the terms and conditions of the Loan Agreement, as amended by
this Fourth Amendment, the parties agree as follows:
(a) Subparts (a), (c), (d), and (e) of Paragraph 3 of the Third
Amendment are no longer applicable, and are hereby deleted.
(b) Subpart (b) of Paragraph 3 of the Third Amendment is hereby
deleted and restated as follows:
(b) BRIDGE NOTE. Subject to the terms and
conditions of this Agreement, as amended by the
Fourth Amendment, the Lender agrees to extend a
term loan to the Borrower in the principal amount
of $2,639,200.00 (the "Bridge Loan Commitment").
The indebtedness to the Bank under the Bridge Loan
Commitment shall be evidenced by a promissory note
made by the Borrower (the "Bridge Note"), dated
March 29, 1999, payable to the order of the Bank
in the principal sum of $2,639,200.00, and
bearing interest at the Base Rate plus 2%.
The indebtedness of the Borrower under the Bridge
Note shall be payable as follows: principal and
interest shall be payable in three quarterly
payments (July 30, 1999, October 30, 1999, and
January 20, 2000) based on a five year straight
line amortization.
The parties agree that the Bridge Note (as defined in the indented language
above) constitutes a renewal, refinancing, and conversion to term debt of
the outstanding indebtedness evidenced by the "Bridge Note" dated October
30, 1998 by the Borrower in the principal amount of $6,639,200.00.
7. REVISIONS TO ARTICLE V (FEES) OF THE LOAN AGREEMENT. The
following new Section is hereby added to the Loan Agreement as Section
5.4:
SECTION 5.4. WAIVER AND EXTENSION FEES. The
Borrower shall pay to the Bank a waiver fee equal
to the sum of .50% of each of the Revolving Loan
Commitment in the amount of $7,000,000.00, the
Acquisition Loan Commitment in the amount of
$7,937,889.00, and the Term Loan Commitment in the
amount of $6,078,577.13. In addition, the Borrower
shall pay to the Bank a waiver and extension
fee equal to 3.0% of the Bridge Loan Commitment
in the amount of $2,639,200.00. The foregoing
waiver and extension fees shall be payable
by the Borrower to the Bank upon execution of the
Fourth Amendment by the Borrower.
8. REVISION TO ARTICLE VI (INTEREST PAYABLE ON THE LOANS) OF THE
LOAN AGREEMENT. Section 6.1 of the Loan Agreement is no longer applicable,
and is hereby deleted.
9. REVISIONS TO ARTICLE VII (CERTAIN GENERAL PROVISIONS) OF THE LOAN
AGREEMENT. Sections 7.4, 7.5, 7.7, 7.8, and 7.9 of the Loan Agreement are
no longer applicable, and are hereby deleted. In addition, the parties
acknowledge that the Loans no longer bear interest at the LIBOR Rate
plus the Applicable Margin.
10. CONFIRMATION OF COLLATERAL DOCUMENTS. All of the liens,
privileges, priorities and equities existing and to exist under and in
accordance with the terms of the Collateral Documents are hereby renewed,
extended and carried forward as security for all of the Loans and all other
debts, obligations and liabilities of the Borrower to the Bank. Further,
the Guarantors hereby confirm their solidary liability for all Loans.
11. REVISION TO ARTICLE IX (CONDITIONS PRECEDENT) OF THE LOAN
AGREEMENT. Section 9.1 of the Loan Agreement is hereby deleted and
restated as follows:
SECTION 9.1. PRECEDENT TO ALL LOANS AND CREDITS.
The obligation of the Bank to make any Loan or to
issue any Credit hereunder shall be subject to the
satisfaction and the continued satisfaction of the
following conditions precedent:
(a) The Borrower shall have executed and delivered
to the Bank the Fourth Amendment, the Notes, and
all other documents required by this Agreement, as
amended by the Fourth Amendment, and the
Guarantors shall have executed and delivered to
the Bank the Fourth Amendment, and all other
documents required by this Agreement, as amended
by the Fourth Amendment, all in form and substance
and in such number of counterparts as may be
required by the Bank;
(b) The representations, warranties, and covenants
of the Borrower and the Guarantors as set forth in
this Agreement, as amended by the Fourth
Amendment, or in any Related Document furnished to
the Bank in connection herewith, shall be and
remain true and correct;
(c) The Bank shall have received on or before
April 2, 1999 at 5:00 p.m. a favorable legal
opinion of counsel to the Borrower and the
Guarantors, in form, scope and substance
satisfactory to the Bank;
(d) The Bank shall have received certified
resolutions of the Borrower and the Guarantors
authorizing the execution of all documents and
instruments contemplated by the Fourth Amendment;
(e) The Bank shall have received all fees, charges
and expenses which are due and payable as
specified in this Agreement, any Related
Documents, and/or in the Fourth Amendment;
(f) No Default or Event of Default shall exist or
shall result from the making of a Loan or the
issuance of a Credit;
(g) The Borrower and the Guarantors shall have
provided the Bank with all financial statements,
reports and certificates required by this
Agreement, as amended by the Fourth Amendment;
(h) The Bank shall have received the articles of
incorporation and bylaws, as amended, of the
Borrower and the articles of organization,
operating agreement, articles of incorporation,
and bylaws, as amended, of the Guarantors, and the
Bank's counsel shall have reviewed the foregoing
documents and is satisfied with the validity, due
authorization and enforceability thereof and of
all Related Documents;
(i) The Bank shall have received evidence
acceptable to the Bank and its counsel that its
Encumbrances affecting the Collateral shall have a
first priority position, subject only to Permitted
Encumbrances;
(j) The Borrower shall have complied with the
procedure set forth in this Agreement, as amended
by the Fourth Amendment, for the making of a
Revolving Loan;
(k) There shall have occurred no Material Adverse
Change;
(l) The Bank's due diligence and review of all
financial information provided by the Borrower and
the Guarantors, and the Bank's field audit of the
Borrower's books and records, shall be satisfactory
to the Bank;
(m) The Bank's receipt of a current listing of all
senior and subordinated debt of the Borrower (on a
consolidated basis);
(n) The Borrower must maintain insurance
acceptable to the Bank, naming Bank as additional
insured and/or loss payee, and deliver to Bank
evidence of such insurance coverages;
(o) The Borrower must pay all outstanding fees and
disbursements owed to Lender's counsel, and
(p) The Borrower shall have transferred to its
deposit accounts maintained with Bank the funds of
the Borrower on deposit at Bank One, Louisiana,
N.A., which transfer shall occur not later than
the Business Day after the Bank receives the
opinion letter described in Section 9.1(c)
above.
12. REVISIONS TO ARTICLE XI (AFFIRMATIVE COVENANTS) OF THE LOAN
AGREEMENT.
(a) Section 11.1(e) of the Loan Agreement is hereby deleted and
restated as follows:
(e) within sixty (60) days after the end of each
calendar quarter, a compliance certificate signed
by the chief financial officer of the Borrower in
the form attached to the Fourth Amendment as
Exhibit A, certifying that he has reviewed this
Agreement, as amended by the First Amendment, the
Second Amendment, the Third Amendment, and the
Fourth Amendment, and to the best of his knowledge
no Default or Event of Default has occurred, or if
such Default or Event of Default has occurred,
specifying the nature and extent thereof, and that
all financial covenants in this Agreement have
been met, and providing a computation of all
financial covenants contained herein, and details
of any waivers, amendments, or modifications of
any covenant contained in this Agreement, as
amended.
(b) The Bank hereby waives for the period ending December 31,
1998, compliance by the Borrower with the financial covenants contained in
Sections 11.9(a) and 11.9(d) of the Loan Agreement. The foregoing waiver
is a one-time waiver by the Bank limited to the period ending December 31,
1998.
(c) Sections 11.9(a) and 11.9(d) of the Loan Agreement are
hereby deleted and Section 11.9(a) is replaced with the following:
(a) MINIMUM EBITDA. The Borrower shall maintain a
minimum EBITDA on a consolidated basis, as
follows: $0 during the first quarter of 1999;
$1,400,000.00 during the second quarter of 1999;
$3,000,000.00 during the third quarter of 1999;
and $2,000,000.00 during the fourth quarter of
1999.
(d) Section 11.9(b) of the Loan Agreement is hereby deleted and
restated as follows:
(b) MAXIMUM FUNDED DEBT TO TANGIBLE NET WORTH.
The Borrower shall not allow (on a consolidated
basis) a ratio of Funded Debt divided by Tangible
Net Worth to exceed 1.25 to 1.00 at any time.
(e) Section 11.9(c) of the Loan Agreement is hereby deleted and
restated as follows:
(c) MINIMUM WORKING CAPITAL. The Borrower shall
at all times maintain working capital (on a
consolidated basis) of not less than $500,000.00.
For the purposes hereof, "working capital" shall
mean total consolidated current assets (including
availability under the Revolving Loan Commitment)
less total consolidated current liabilities.
(f) The following new financial covenant is hereby added to the
Loan Agreement as Section 11.9(e):
(e) MINIMUM TANGIBLE NET WORTH. The Borrower
shall at all times maintain a minimum Tangible Net
Worth (on a consolidated basis) of not less than
$27,000,000.00.
(g) Section 11.13 of the Loan Agreement is hereby deleted and
restated as follows:
SECTION 11.13. DEPOSIT ACCOUNTS. The Borrower,
the Guarantors, and any Subsidiary of the
Borrower, will maintain all deposit and operating
accounts of any kind (including separate tenant
deposit accounts) with the Bank. The only
exception to the foregoing is that the Borrower
may maintain its payroll account with another
bank.
(h) Section 11.16 of the Loan Agreement is hereby deleted and
restated as follows:
SECTION 11.16. OWNERSHIP OF AVIATION, OMNI
CANADA, AND OMNI ALASKA. The Borrower and the
Guarantors covenant and agree that the Borrower
shall continue to own 100% of the membership
interests of Aviation and 100% of the issued and
outstanding stock of Omni Canada and Omni Alaska.
(i) The following new covenant is hereby added to the Loan
Agreement as Section 11.22:
SECTION 11.22. APPRAISAL. The Borrower hereby
agrees that the Bank is authorized to commission
a third party appraisal, at Borrower's expense,
of all of Borrower's equipment and inventory,
including aircraft and aviation equipment; which
appraisal shall be delivered to the Bank on or
before May 15, 1999.
(j) The following new covenant is added to the Loan Agreement as
Section 11.23:
SECTION 11.23. FUTURE SUBORDINATED DEBT AND/OR
EQUITY ISSUANCE. The Borrower agrees that the
proceeds of any (i) subordinated Debt incurred by
the Borrower after its execution of the Fourth
Amendment and/or (ii) issuance of stock by the
Borrower after its execution of the Fourth
Amendment, shall be used by the Borrower to pay
down the Notes in the following order: Bridge
Note, Acquisition Note, Term Note, and if there
is any remaining pay down amount it will be
applied to the Revolving Note. Any amount so
applied to reduce the Revolving Note shall
constitute a permanent reduction thereof.
(k) The following new covenant is added to the Loan Agreement as
Section 11.24:
SECTION 11.24. PAY DOWN OF LOANS. The Borrower
agrees that it shall pay down and reduce the Loans
(in the aggregate) by $10,000,000.00 on or before
July 15, 1999. The pay down will be applied by
Bank to the Notes in the following order: Bridge
Note, Acquisition Note, Term Note, and if there is
any remaining amount to be applied, it will be
applied to the Revolving Note. Further, any
amount applied to the Revolving Note pursuant to
this Section 11.24 shall constitute a permanent
reduction thereof. The failure of the Borrower
to comply with this covenant shall constitute
a Default under Section 13.1 of this Agreement.
(l) The following new covenant is added to the Loan Agreement
as Section 11.25:
SECTION 11.25. SUBSIDIARIES. The Borrower agrees
that it shall not change the name or alter the
status or existence of any of its Subsidiaries,
including the Guarantors, without first obtaining
the prior written consent of the Bank.
13. REVISION TO ARTICLE XII (NEGATIVE COVENANTS) OF THE LOAN
AGREEMENT. Section 12.7 of the Loan Agreement is hereby deleted and
restated as follows:
SECTION 12.7. CHANGES IN MANAGEMENT AND CONTROL.
The senior management of the Borrower will not
change without the prior written consent of the
Bank, and David Jeansonne will remain as the
Chairman of the Board of the Borrower until at
least June 30, 2003. In addition, no more than
51% of the equity interest and voting rights in
the Borrower will change during the term of the
Agreement, as amended by the Fourth Amendment.
14. REPRESENTATION: NO DEFAULT. On and as of the effective date
hereof, and after giving effect to this Fourth Amendment, the Borrower and
the Guarantors confirm, reaffirm and restate the representations and
warranties set forth in the Loan Agreement and the Collateral Documents;
provided, that each reference to the Loan Agreement herein shall be deemed
to include the Loan Agreement as amended by this Fourth Amendment. The
Borrower and the Guarantors also represent and warrant that no Default or
Event of Default has occurred and is continuing under the Loan Agreement.
15. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Bank for all legal fees and expenses of counsel to the Bank in connection
with the transactions contemplated by this Fourth Amendment.
16. WAIVER OF DEFENSES. In consideration of the Bank's execution of
this Fourth Amendment, the Borrower and the Guarantors do hereby
irrevocably waive any and all claims and/or defenses to payment on any
indebtedness owed by any of them to the Bank that may exist as of the date
of execution of this Fourth Amendment.
17. AMENDMENTS. THE LOAN AGREEMENT AND THIS FOURTH AMENDMENT ARE
CREDIT OR LOAN AGREEMENTS AS DESCRIBED IN LA. R.S. 6:<section>1121, ET SEQ.
THERE ARE NO ORAL AGREEMENTS BETWEEN THE BANK, THE BORROWER, OMNI ALASKA,
AVIATION, AND OMNI CANADA. THE LOAN AGREEMENT, AS AMENDED BY THIS FOURTH
AMENDMENT, SETS FORTH THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR WRITTEN AND ORAL
UNDERSTANDINGS BETWEEN THE BORROWER, AVIATION, OMNI ALASKA, OMNI CANADA
AND THE BANK, WITH RESPECT TO THE MATTERS HEREIN SET FORTH. THE LOAN
AGREEMENT, AS AMENDED BY THIS FOURTH AMENDMENT, MAY NOT BE MODIFIED OR
AMENDED EXCEPT BY A WRITING SIGNED AND DELIVERED BY THE BORROWER,
AVIATION, OMNI ALASKA, OMNI CANADA AND THE BANK.
18. GOVERNING LAW: COUNTERPARTS. This Fourth Amendment shall be
governed by and construed in accordance with the laws of the State of
Louisiana. This Fourth Amendment may be executed in any number of
counterparts, all of which counterparts, when taken together, shall
constitute one and the same instrument.
19. CONTINUED EFFECT. Except as expressly modified herein, the Loan
Agreement shall continue in full force and effect. The Loan Agreement as
amended by this Fourth Amendment is hereby ratified and confirmed by the
parties hereto.
(The remainder of this page has been intentionally left blank)
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed and delivered as of the date hereinabove provided
by the authorized officers each hereunto duly authorized.
OMNI ENERGY SERVICES CORP.
By:_____________________________________
Name: _______________________________
Title: _______________________________
AMERICAN AVIATION L.L.C.
BY: OMNI ENERGY SERVICES CORP.,
AS SOLE MEMBER
By:_____________________________________
Name: _______________________________
Title: _______________________________
OMNI ENERGY SERVICES CANADA CORP.
(F/K/A HAMILTON DRILL TECH INC.)
By:_____________________________________
Name: _______________________________
Title: _______________________________
OMNI ENERGY SERVICES- ALASKA, INC.
By:_____________________________________
Name: ______________________________
Title: ______________________________
HIBERNIA NATIONAL BANK
By:_____________________________________
Name: Tammy M. Angelety
Title: Assistant Vice President
