SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1999
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 0-23383
OMNI ENERGY SERVICES CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOUISIANA 72-1395273
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4500 N.E. EVANGELINE THRUWAY
CARENCRO, LOUISIANA 70520
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (318) 896-6664
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes X
No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. _________
The aggregate market value of the voting stock held by non-affiliates
of the Registrant at March 28, 2000 was approximately $ 12,084,363.
The number of shares of the Registrant's common stock, $0.01 par value
per share, outstanding at March 28, 2000 was 15,979,505.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 2000 annual
meeting of shareholders have been incorporated by reference into Part III
of this Form 10-K.
ITEMS SUBJECT TO FORM 12b-25
The following items of this Form 10-K are the subject of a Form 12b-25
report filed with the Commission on March 30, 2000 and are not included
herein: Items 6, 7, 7A and 8.
<PAGE>
OMNI ENERGY SERVICES CORP.
ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
PAGE
PART I 1
Items 1. and 2. Business and Properties 1
Item 3. Legal Proceedings 9
Item 4. Submission of Matters To a Vote of Security Holders 9
Item 4A. Executive Officers of the Registrant 10
PART II 11
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters 11
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 20
Item 8. Financial Statements and Supplementary Data 21
Item 9. Changes in and Disagreements With Acountants on
Accountng and Financial Disclosure 40
PART III 40
Item 10. Directors and Executive Officers of the Registrant 40
Item 11. Executive Compensation 40
Item 12. Security Ownership of Certain Beneficial Owners
and Management 40
Item 13. Certain Relationships and Related Transactions 40
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 40
SIGNATURES S-1
EXHIBIT INDEX E-1
<PAGE>
PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
GENERAL
OMNI Energy Services Corp. (the "Company") is an oilfield service
company specializing in providing an integrated range of onshore seismic
drilling and survey services to geophysical companies operating in
logistically difficult and environmentally sensitive terrain in the United
States. The Company's primary market is the marsh, swamp, shallow water and
contiguous dry land areas along the U.S. Gulf Coast (the "Transition Zone"),
primarily in Louisiana and Texas, where it is the leading provider of seismic
drilling services. During the latter part of 1997, the Company commenced
operations in the mountainous regions of the Western United States. In 1998,
the Company's operations were extended to Canada and Bolivia.
The Company owns and operates an extensive fleet of specialized seismic
drilling and transportation equipment for use in the Transition Zone, much of
which is fabricated by the Company. The Company believes that it is the only
company that currently can both provide an integrated range of seismic
drilling and survey services in all of the varied terrains of the Transition
Zone and simultaneously support operations for multiple, large-scale seismic
projects.
The Company was founded in 1987 by the Company's Chairman of the Board,
David A. Jeansonne, as OMNI Drilling Corporation, to provide drilling
services to the geophysical industry. In July 1996, OMNI Geophysical, L.L.C.
("OMNI Geophysical") acquired substantially all of the assets (the "OGC
Acquisition") of OMNI Geophysical Corporation ("OGC"), the successor to the
business of OMNI Drilling Corporation. OMNI Energy Services Corp. was formed
as a Louisiana corporation on September 11, 1997. On December 4, 1997, the
Company completed a share exchange (the "Share Exchange"), pursuant to which
the holders of common units in OMNI Geophysical exchanged all of the
outstanding common units of OMNI Geophysical for 12,000,000 shares of the
Company's common stock, $0.01 par value per share (the "Common Stock"), and
completed an initial public offering of 3,450,000 shares of Common Stock.
The Company maintains a fleet of at least 20 aircraft, aviation and
turbine engine inventories and miscellaneous flight and other equipment used
in providing aviation services to its customers. During 1999, the Company
adopted a plan to discontinue the aviation division and accordingly has
reported this division as a discontinued operation. The Company does not
expect that the ultimate gain or loss on disposition will be materially
different from the loss provided for in 1999.
INDUSTRY OVERVIEW
Seismic data generally consists of computer-generated three-dimensional
("3-D") images or two dimensional ("2-D") cross sections of subsurface
geologic formations and is used in the exploration for new hydrocarbon
reserves and as a tool for enhancing production from existing reservoirs.
Onshore seismic data is acquired by recording subsurface seismic waves
produced by an energy source, usually dynamite, at various points ("source
points") at a project site. Historically, 2-D surveys were the primary
technique used to acquire seismic data. However, advances in computer
technology in the last five to ten years have made 3-D seismic data, which
provides a more comprehensive geophysical image, a practical and capable oil
and gas exploration and development tool. 3-D seismic data has proven to be
more accurate and effective than 2-D data at identifying potential
hydrocarbon-bearing geological formations. The use of 3-D seismic data to
identify locations to drill both exploration and development wells has
improved the economics of finding and producing oil and gas reserves, which
in turn has created increased demand for 3-D seismic surveys and seismic
support services.
Oil and gas companies generally contract with independent geophysical
companies to acquire seismic data. Once an area is chosen for seismic
analysis, permits and landowner consents are obtained, either by the
geophysical company or special permitting agents, and the geophysical company
determines the layout of the source and receiving points. For 2-D data, the
typical configuration of source and receiving points is a straight line with
a source point and small groups of specialized sensors ("geophones") or
geophone stations, placed evenly every few hundred feet along the line. For
3-D data, the configuration is generally a grid of perpendicular lines spaced
a few hundred to a few thousand feet apart, with geophone stations spaced
evenly every few hundred feet along one set of parallel lines, and source
points spaced evenly every few hundred feet along the perpendicular lines.
This configuration is designed by the geophysical company to provide the best
imaging of the targeted geological structures while taking into account
surface obstructions such as water wells, oil and gas wells, pipelines and
areas where landowner consents cannot be obtained. The source points and
geophone locations are then marked by a survey team, and the source points
are drilled and loaded with dynamite.
After the source points have been drilled and loaded and the network of
geophones and field recording boxes deployed over a portion of the project
area, the dynamite is detonated at a source point. Seismic waves generated
by the blast move through the geological formations under the project area
and are reflected by various subsurface strata back to the surface where they
are detected by geophones. The signals from the geophones are collected and
digitized by recording boxes and transmitted to a central recording system.
In the case of 2-D data, the geophones and recording devices from one end of
the line are then shuttled, or "rolled forward," to the other end of the line
and the process is repeated. In the case of 3-D data, numerous source
points, typically located between the first two lines of a set of three or
four parallel lines of geophone stations are activated in sequence. The
geophone stations and recording boxes from the first of those lines are then
rolled forward to form the next line of geophone stations. The process is
repeated, moving a few hundred feet at a time, until the entire area to be
analyzed has been covered.
After the raw seismic data has been acquired, it is sent to a data
processing facility. The processed data can then be manipulated and viewed
on computer work stations by geoscientists to map the subsurface structures
to identify formations where hydrocarbons are likely to have accumulated and
to monitor the movement of hydrocarbons in known reservoirs. Domestically,
seismic drilling and survey services are typically contracted to companies
such as the Company, as geophysical companies have found it more economical
to outsource these services and focus their efforts and capital on the
acquisition and interpretation of seismic data.
DESCRIPTION OF OPERATIONS
The Company provides an integrated range of onshore seismic drilling,
operational support and survey services to geophysical companies operating in
logistically difficult and environmentally sensitive terrain in the United
States.
OPERATIONAL SUPPORT SERVICES. The Company is able to coordinate a
variety of related services to customers performing 3D seismic data
acquisition projects that produce significant economies and value. The
Company's substantial base of experience gained from years of work supporting
3D seismic projects enables the Company to provide significant pre-job
planning information to the customer during job design analysis. Typical 3D
seismic data acquisition projects in the field involve large amounts of
equipment, personnel and logistics coordination. Coordination of movements
between permitting, drilling, survey and recording crews is of critical
importance to timely, safe and cost effective execution of the job. The
Company has a pool of senior field supervisors who have broad seismic
industry experience who are able to coordinate the activities of drill crews
and survey teams with the permit and recording crews to achieve improved
results. These personnel also have the ability to recommend changes to the
customer field representatives in the manner of executing the job in the
field to improve performance and reduce costs. By having the ability to
perform significant field coordination, the Company is able to streamline
field decision making and information flow and reduce customer overhead costs
that otherwise would be required to perform these supervisory tasks. The
Company also has one of the industry's leading Health, Safety and
Environmental ("HSE") programs and the involvement of its experienced
personnel monitoring HSE field practices greatly reduces customer involvement
in this area. By offering the only integrated combination of seismic
drilling, seismic survey and operational support, in addition to an
equipment fleet that is the largest and most diverse in the industry, the
Company provides significant operational advantages to the customer.
SEISMIC DRILLING SERVICES. The Company's primary activity is the
drilling and loading of source points for seismic analysis. Once the various
source points have been plotted by the geophysical company and a survey crew
has marked their locations, drill crews are deployed to drill and load the
source points.
In the Transition Zone, the Company uses water pressure rotary drills
mounted on various types of vehicles to drill the source holes. The type of
vehicle used is determined by the nature, accessibility and environmental
sensitivity of the terrain surrounding the source point. Transition Zone
source holes are generally drilled to depths of 40-180 feet depending on the
nature of the terrain and the needs of the geophysical company, using ten-
foot sections of drill pipe which are carried with the drilling unit. The
Company's Transition Zone vehicles are typically manned with a driver and one
or two helpers. The driver is responsible for maneuvering the vehicle into
position and operating the drilling unit, while the helper sets and guides
the drill into position, attaches the drilling unit's water source, if
drilling in dry areas, and loads the drill pipe sections used in the drilling
process. Once the hole has been drilled to the desired depth, it is loaded
with dynamite, which is carried onboard the Company's vehicles in special
containers. The explosive charge is set at the bottom of the drill hole and
then tested to ensure that the connection has remained intact. Once the
charge has been tested, the hole is plugged in accordance with local, state
and federal regulations and marked so that it can be identified for
detonation by the geophysical company at a later date. This process is
repeated throughout the survey area until all source points have been drilled
and loaded.
In seismic rock drilling, the Company uses compressed air rotary/hammer
drills to drill holes that are typically shallower than Transition Zone
holes. Rock drills are manned by a two- or three-man crew and are
transported to and from locations by hand, surface vehicle or helicopter.
Once the hole has been drilled to the desired depth, it is loaded with
explosives which are delivered to the job site in an explosive magazine
carried by hand, vehicle or helicopter.
SURVEY SERVICES. Once all permits and landowner consents for a seismic
project have been obtained and the geophysical company has determined the
placement of source and receiving points, survey crews are sent into the
field to plot each source and receiving point prior to drilling. The Company
employs both GPS (global positioning satellite) equipment, which is more
efficient for surveying in open areas, and conventional survey equipment,
which is generally used to survey wooded areas. The Company has successfully
integrated both types of equipment in order to complete projects throughout
the varied terrain of the Transition Zone and elsewhere. In addition, the
Company's survey crews have access to the Company's extensive fleet of
specialized transportation equipment, as opposed to most other survey
companies which must rent this equipment.
The Company currently has 15 survey crews devoted primarily to the
seismic survey market. Most of the Company's survey personnel have
significant experience in land surveying, with a large percentage of those
years having been spent in Transition Zone surveying.
INTERNATIONAL OPERATIONS. The Company commenced line cutting and
survey services in South America in July 1998, in conjunction with the
formation of its joint venture, OMNI International Energy Services - South
America, Ltd. During 1999, the Company removed a portion of its equipment
from South America and reduced operating levels to a minimum pending
improvements in market conditions.
FABRICATION AND MAINTENANCE. At its Carencro facilities, the Company
performs all routine repairs and maintenance for its Transition Zone and
highland drilling equipment. The Company designs and fabricates aluminum
marsh ATVs, a number of its support boats and pontoon boats, and the drilling
units it uses on all its Transition Zone equipment. The Company purchases
airboats directly from the manufacturer and then modifies the airboats to
install the drilling equipment. The Company has also designed and built
a limited number of highland drilling units by installing its drilling
equipment on tractors bought directly from the manufacturer. The Company
also fabricates rock drilling equipment and has the capability to fabricate
other key equipment, such as swamp ATVs. Because of its ability to fabricate
and maintain much of its equipment, the Company does not believe that it is
dependent on any one supplier for its drilling equipment or parts.
FACILITIES AND EQUIPMENT
FACILITIES. In early 1998, the Company completed the construction of
two new buildings which house its corporate headquarters, fabrication
facility and primary maintenance facility. The buildings are located on
approximately 34 acres of land owned by the Company in Carencro, Louisiana.
The new buildings provide approximately 20,000 square feet of office space
and 32,000 square feet of covered maintenance and fabrication space. During
1998 and 1999, the Company leased two additional buildings adjacent to its
main headquarters from an affiliate. The buildings provide approximately
2,500 square feet of office space and 19,000 square feet of covered
maintenance, fabrication and warehouse space. The Company uses these adjacent
buildings for the storage and maintenance of a portion of its survey assets.
The Company leases an operations base in Loveland, Colorado to support
its rock drilling operations and owns an office and warehouse facility in
Santa Cruz, Bolivia.
TRANSITION ZONE TRANSPORTATION AND DRILLING EQUIPMENT. Because of the
varied terrain throughout the Transition Zone and the prevalence of
environmentally sensitive areas, the Company employs a wide variety of
drilling vehicles. Management believes that it is the only company currently
operating in the Transition Zone that owns and operates all of the following
types of equipment:
<TABLE>
<CAPTION>
Number of
units as of
Types of Equipment December 31,1999
- ------------------------- ----------------
<S> <C>
Highland Drilling Units 67 (1)
Water Buggies 25
Aluminum Marsh ATVs 12
Steel Marsh ATVs 11 (2)
Airboat Drilling Units 28
Swamp ATVs 25
Pullboats 16
Pontoon Boats 11
Skid-Mounted Drilling Units 37
</TABLE>
________________________
(1) Thirty-three of these drilling units are currently dedicated to seismic
rock drilling operations outside of the Transition Zone.
(2) Eight of these drilling units are currently being held for sale by the
Company (See Note 1 to the Company's Consolidated Financial Statements).
Because of its extensive fleet of Transition Zone transportation and
seismic drilling equipment, much of which is fabricated by the Company, the
Company believes that it is the only company that currently can both provide
an integrated range of seismic drilling and survey services in all of the
varied terrains of the Transition Zone and simultaneously support operations
for multiple, large-scale seismic projects.
HIGHLAND DRILLING UNITS AND WATER BUGGIES. The Company owns and
operates 67 highland drilling units for seismic drilling in dry land areas,
33 of which are currently dedicated to the Company's seismic rock drilling
operations outside of the Transition Zone. These units generally consist of
a tractor-like vehicle with a drilling unit mounted on the rear of the
vehicle. A highland drilling unit can be driven over land from point to
point and is accompanied by a unit referred to as a "water buggy" that
carries water required for water pressure rotary drills. This type of
vehicle is used around the world for this type of terrain.
MARSH ATVS. The environmentally sensitive wetlands along the U.S. Gulf
Coast containing water grasses on dry land and in shallow water and areas
mixed with open water are referred to as marsh areas. When there is a
minimum amount of water in these areas, marsh ATVs, which are amphibious
vehicles supported by pontoons that are surrounded by tracks, are used to
provide seismic drilling services. The pontoons enable the marsh ATV to
float while the tracks propel the vehicle through the water and over dry
marsh areas. Each marsh ATV is equipped with a drilling unit and a small
backhoe for digging a small hole to collect water necessary for drilling.
Some marsh areas have sufficient surrounding water to support drilling
without an external water source, but often water must be pumped into the
area from a remote water source or a portable supply must be carried by the
marsh ATV.
The Company owns and operates 23 marsh ATVs, of which 11 are made of
stainless steel and 12 are made of aluminum. Eight of the stainless steel
marsh ATV's are being held for sale. The aluminum ATVs are lighter than
steel vehicles and are specifically designed for the environmentally
sensitive areas typically found in marsh terrain. Often landowner consents
will require the use of aluminum ATVs in an effort to reduce the
environmental impact of seismic drilling. The aluminum marsh ATV is the most
widely accepted marsh vehicle for drilling operations in all Louisiana state
and federal refuges. The Company fabricates its own aluminum marsh ATVs at
its facilities in Carencro, Louisiana.
AIRBOAT DRILLING UNITS. The Company owns and operates 28 airboat
drilling units. An airboat drilling unit consists of a drilling unit
fabricated and installed by the Company on a large, three-engine airboat.
Because of their better mobility, airboat drilling units are used in shallow
waters and all marsh areas where sufficient water is present.
SWAMP ATVS AND PULLBOATS. Wooded lowland areas typically covered with
water are referred to as the "swamp areas" of the Transition Zone. The
Company's swamp ATVs are used to provide drilling services in these areas.
Swamp ATVs are smaller, narrower versions of the marsh ATVs. The smaller
unit is needed in swamp areas due to the dense vegetation typical in the
terrain. Because of its smaller size, the swamp ATV uses a skid-mounted
drilling unit installed in a pullboat, a non-motorized craft towed behind the
swamp ATV. The Company owns and operates 25 swamp ATVs and 16 pullboats.
Swamp ATVs are also used in connection with survey operations in swamp areas.
PONTOON BOATS. The Company owns and operates 11 pontoon boats that are
used in shallow or protected inland bays and lakes and shallow coastal
waters. Each pontoon boat uses a skid-mounted drilling unit installed on
board.
JACK-UP RIGS. When a seismic survey requires source points to be
drilled in deeper inland bays or lakes or in deeper coastal waters, the
Company utilizes jack-up rigs equipped with one of the Company's skid-mounted
drilling units. Seismic activity in water deeper than approximately 20 feet
is generally conducted by using offshore seismic techniques that do not
include the drilling and loading of source points.
SKID-MOUNTED DRILLING UNITS. A skid-mounted drilling unit is a drilling
unit mounted on I-beam supports, which allows the drilling unit to be moved
easily between pullboats, pontoon boats, jack-up rigs and other Company-
operated equipment based on customer needs. The Company manufactures its
skid-mounted drilling units at its facilities in Carencro, Louisiana and owns
37 of these units, one of which is located outside of the Transition Zone.
MISCELLANEOUS. The Company owns and operates 98 single engine airboats
and 23 outboard powered boats, which it uses to ferry personnel and supplies
to locations throughout the Transition Zone. The Company also maintains a
fleet of six tractor-trailer trucks and numerous other trucks, trailers and
vehicles to move its equipment and personnel to projects throughout the
Transition Zone.
HELI-PORTABLE AND SEISMIC ROCK DRILLING EQUIPMENT. The Company has 40
heli-portable and man-portable drilling units and 33 highland drilling units
dedicated to seismic rock drilling. The Company also has the ability to
manufacture its own heli-portable and man-portable seismic rock drilling
units, and often exports and provides servicing of heli-portable and man-
portable drilling units.
MATERIALS AND EQUIPMENT
The principal materials and equipment used by the Company in its
operations, which include drills, heli-portable and man-portable drills,
drill casings, drill bits, engines, gasoline and diesel fuel, dynamite,
aluminum and steel plate, welding gasses, trucks and other vehicles, are
currently in adequate supply from many sources. The Company does not depend
upon any single supplier or source for such materials.
SAFETY AND QUALITY ASSURANCE
The Company maintains a stringent safety assurance program to reduce the
possibility of costly accidents. The Company's health, safety and
environmental "HSE" department establishes guidelines to ensure compliance
with all applicable state and federal safety regulations and provides
training and safety education through orientations for new employees, which
include first aid and CPR training. The Company's mangager of Health,
Safety, Environment & Training reports directly to the Company's Chairman and
supervises three HSE field advisors and two instructors who provide OSHA-
mandated training. The Company believes that its safety program and
commitment to quality are vital to attracting and retaining customers and
employees.
Each drilling crew is supervised at the project site by a field
supervisor and, depending on the project's requirements, an assistant
supervisor and powderman who is in charge of all explosives. For large
projects or when required by a customer, a separate advisor from the
Company's HSE department is also located at the project site. Management is
provided with daily updates for each project and believes that its daily
review of field performance together with the on-site presence of supervisory
personnel helps ensure high quality performance for all of its projects.
CUSTOMERS; MARKETING; CONTRACTING
CUSTOMERS. The Company's customers are primarily geophysical companies,
although in many cases the oil and gas company participates in determining
which drilling, survey or aviation company will be used on its seismic
projects. A large portion of the Company's revenue has historically been
generated by a few customers. For example, the Company's largest customers
(those which individually accounted for more than 10% of revenue in a given
year, listed alphabetically) collectively accounted for 40% (Eagle
Geophysical and Western Geophysical), 66% (Eagle Geophysical, Grant
Geophysical and Western Geophysical), and 71% (Eagle Geophysical, Veritas and
Western Geophysical) of revenue for fiscal 1997, 1998, and 1999,
respectively.
MARKETING. The Company's services traditionally have been marketed by
the Company's principal executive officers, in particular, Messrs. Untereker,
Woodard and its Chairman, Mr. Jeansonne. The Company believes that this
marketing approach helps the Company preserve long-term relationships
established by the Company's executive officers. As the Company's
geographical and service capabilities expand, the Company intends to continue
implementing its marketing efforts in the Transition Zone from its principal
offices in Carencro, Louisiana and in the Rocky Mountain region from
Loveland, Colorado.
CONTRACTING - SEISMIC DRILLING. The Company generally contracts for
seismic drilling services with its customers on a unit-price basis, either on
a per hole or per foot basis. These contracts are often awarded after a
competitive bidding process. The Company prices its contracts based on
detailed project specifications provided by the customer, including the
number, location and depth of source holes and the project's completion
schedule. As a result, the Company is generally able to make a relatively
accurate determination prior to pricing a contract of the type and amount of
equipment required to complete the contract on schedule.
Because of unit-price contracting, the Company frequently bears the risk
of production delays that are beyond its control, such as those caused by
adverse weather. The Company often bills the customer standby charges if the
Company's operations are delayed due to delays in permitting or surveying or
for other reasons within the geophysical company's control.
CONTRACTING - SURVEY SERVICES. The Company contracts for seismic survey
services with its customers on a day rate or per mile basis. Under the per
mile basis, revenue is recognized when the source or receiving point is
marked by one of the Company's survey crews. Contracts are often awarded to
the Company only after competitive bidding. In each case, the price is
determined by the Company after it has taken into account such factors as the
number of surveyors and other employees, the type of terrain and
transportation equipment, and the precision required for the project based on
detailed project specifications provided by the customer.
COMPETITION
SEISMIC DRILLING SERVICES. The principal competitive factors for
seismic drilling services are price and the ability to meet customer
schedules, although other factors including safety, capability, reputation
and environmental sensitivity are also considered by customers. The Company
has numerous competitors in the Transition Zone and in particular in the
highland areas in which it operates. Management believes that no other
company operating in the Transition Zone owns a fleet of Transition Zone
seismic drilling equipment as varied or as large as that operated by the
Company. The Company's extensive and diverse equipment base allows it to
provide drilling services to its customers throughout the Transition Zone
with the most efficient and environmentally appropriate equipment. The
Company believes there are numerous competitors offering rock and heli-
portable drilling in the Rocky Mountain region and internationally.
SURVEY SERVICES. The Company's competitors include a number of
established companies with a comparable number of crews to the Company and
numerous smaller companies.
SEASONALITY AND WEATHER RISKS
The Company's operations are subject to seasonal variations in weather
conditions and daylight hours. Since the Company's activities take place
outdoors, the average number of hours worked per day, and therefore the
number of holes drilled or surveyed per day, generally is less in winter
months than in summer months, due to an increase in rainy, foggy and cold
conditions and a decrease in daylight hours. Furthermore, demand for seismic
data acquisition activity by oil and gas companies in the first quarter is
generally lower than at other times of the year. As a result, the Company's
revenue and gross profit during the first quarter of each year are typically
low as compared to the other quarters. Operations may also be affected by
the rainy weather, lightning, hurricanes and other storms prevalent along the
Gulf Coast throughout the year and by seasonal climatic conditions in the
Rocky Mountain area. In addition, prolonged periods of dry weather result in
slower drill rates in marsh and swamp areas as water in the quantities needed
to drill is more difficult to obtain and equipment movement is impeded.
Adverse weather conditions and dry weather can also increase maintenance
costs for the Company's equipment and decrease the number of vehicles
available for operations.
BACKLOG
The Company's backlog represents those seismic drilling and survey
projects for which a customer has hired the Company and has scheduled a start
date for the project. Projects currently included in the Company's backlog
are subject to termination or delay without penalty at the option of the
customer, which could substantially reduce the amount of backlog currently
reported.
As of December 31, 1999, the Company's backlog was approximately $4.4
million compared to $34.0 million at December 31, 1998. Backlog at December
31, 1999 includes seismic drilling projects in the Transition Zone in
addition to survey projects and seismic rock drilling projects.
GOVERNMENTAL REGULATION
The Company's operations and properties are subject to and affected by
various types of governmental regulation, including laws and regulations
governing the entry into and restoration of wetlands, the handling of
explosives and numerous other federal, state and local laws and regulations.
To date the Company's cost of complying with such laws and regulations has
not been material, but because such laws and regulations are changed
frequently, it is not possible for the Company to accurately predict the cost
or impact of such laws and regulations on its future operations.
Furthermore, the Company depends on the demand for its services by the
oil and gas industry and is affected by tax legislation, price controls and
other laws and regulations relating to the oil and gas industry generally.
The adoption of laws and regulations curtailing exploration and development
drilling for oil and gas in the Company's areas of operations for economic,
environmental or other policy reasons would adversely affect the Company's
operations by limiting demand for its services. The Company cannot determine
to what extent its future operations and earnings may be affected by new
legislation, new regulations or changes in existing regulations.
EXPLOSIVES. Because the Company loads the holes that it drills with
dynamite, the Company is subject to various local, state and federal laws and
regulations concerning the handling and storage of explosives and is
specifically regulated by the Bureau of Alcohol, Tobacco and Firearms of the
U.S. Department of Justice. The Company must take daily inventories of the
dynamite and blasting caps that it keeps for its seismic drilling and is
subject to random checks by state and federal officials. The Company is
licensed by the Louisiana State Police as an explosives handler. Any loss or
suspension of these licenses would result in a material adverse effect on the
Company's results of operations and financial condition. The Company
believes that it is in compliance with all material laws and regulations with
respect to its handling and storage of explosives.
ENVIRONMENTAL. The Company's operations and properties are subject to a
wide variety of increasingly complex and stringent federal, state and local
environmental laws and regulations, including those governing discharges into
the air and water, the handling and disposal of solid and hazardous wastes,
the remediation of soil and groundwater contaminated by hazardous substances
and the health and safety of employees. In addition, certain areas where the
Company operates are federally-protected or state-protected wetlands or
refuges where environmental regulation is particularly strict. These laws
may provide for "strict liability" for damages to natural resources and
threats to public health and safety, rendering a party liable for
environmental damage without regard to negligence or fault on the part of
such party. Sanctions for noncompliance may include revocation of permits,
corrective action orders, administrative or civil penalties and criminal
prosecution. Certain environmental laws provide for strict, joint and
several liability for remediation of spills and other releases of hazardous
substances, as well as damage to natural resources. In addition, the Company
may be subject to claims alleging personal injury or property damage as a
result of alleged exposure to hazardous substances. Such laws and
regulations may also expose the Company to liability for the conduct of, or
conditions caused by, others, or for acts of the Company that were in
compliance with all applicable laws at the time such acts were performed.
The Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, and similar laws provide for responses to and
liability for releases of hazardous substances into the environment.
Additionally, the Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act, the Safe Drinking Water Act, the Emergency
Planning and Community Right to Know Act, each as amended, and similar state
or local counterparts to these federal laws, regulate air emissions, water
discharges, hazardous substances and wastes, and require public disclosure
related to the use of various hazardous substances. Compliance with such
environmental laws and regulations may require the acquisition of permits or
other authorizations for certain activities and compliance with various
standards or procedural requirements. The Company believes that its
facilities are in substantial compliance with current regulatory standards.
WORKER SAFETY. The Company's operations are governed by laws and
regulations relating to workplace safety and worker health, primarily the
Occupational Safety and Health Act and regulations promulgated thereunder.
In addition, various other governmental and quasi-governmental agencies
require the Company to obtain certain permits, licenses and certificates with
respect to its operations. The kind of permits, licenses and certificates
required in the Company's operations depend upon a number of factors. The
Company believes that it has all permits, licenses and certificates necessary
to the conduct of its existing business.
INSURANCE
The Company's operations are subject to the inherent risks of inland
marine activity, heavy equipment operations and the transporting and handling
of explosives, including accidents resulting in personal injury, the loss of
life or property, environmental mishaps, mechanical failures and collisions.
The Company maintains insurance coverage against certain of these risks,
which management believes are reasonable and customary in the industry. The
Company also maintains insurance coverage against property damage caused by
fire, flood, explosion and similar catastrophic events that may result in
physical damage or destruction to the Company's equipment or facilities. All
policies are subject to deductibles and other coverage limitations. The
Company believes its insurance coverage is adequate. Historically, the
Company has not experienced an insured loss in excess of its policy limits;
however, there can be no assurance that the Company will be able to maintain
adequate insurance at rates which management considers commercially
reasonable, nor can there be any assurance such coverage will be adequate to
cover all claims that may arise.
EMPLOYEES
As of December 31, 1999, the Company had approximately 279 employees,
including approximately 228 operating personnel and 51 corporate,
administrative and management personnel. These employees are not unionized
or employed pursuant to any collective bargaining agreement or any similar
agreement. The Company believes its relations with its employees are
generally good.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal and other proceedings which are
incidental to the conduct of its business. The Company believes that none of
these proceedings, if adversely determined, would have a material effect on
its financial condition, results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age and offices held by each of the executive officers of
the Company as of March 30, 2000 are as follows:
NAME AGE POSITION
David A. Jeansonne 39 Chairman of the Board
John H. Untereker 50 President and Chief Executive Officer
Allen R. Woodard 38 Vice President-Marketing and Business
Development and Secretary
Peter H. Nielsen 51 Executive Vice President, Chief
Financial Officer and Treasurer
DAVID A. JEANSONNE founded the Company in 1987 and has been Chairman
of the Board of the Company since its inception. Mr. Jeansonne also served
as Chief Executive Officer of the Company from 1987 to March 1, 1999. Mr.
Jeansonne and the Company have entered into an employment agreement, the
term of which expires in June 2003.
JOHN H. UNTEREKER has served as President and Chief Executive Officer
since July, 1999. He joined the Company in August 1998 as Executive Vice
President and Chief Financial Officer. Prior to that time, Mr. Untereker
was the senior financial officer at Petroleum Helicopters, Inc. He has
held senior management positions at Lend Lease Trucks, Inc. and NL
Industries, Inc. Mr. Untereker is a graduate of Williams College (B.A.),
Iona College (M.B.A.) and is a C.P.A. He has entered into an employment
agreement with the Company, the term of which expires in August 2001.
ALLEN R. WOODARD is Vice President-Marketing & Business Development
and a director of the Company and has held these positions since July 1996.
He was an exploration field inspector with The Louisiana Land & Exploration
Company, a natural resources company, from 1988 to 1996. Mr. Woodard is a
professional land surveyor and graduated from Nicholls State University in
1987 with a degree in engineering technology.
PETER H. NIELSEN is Executive Vice President, Chief Financial Officer
and Treasurer and joined the Company in September, 1999. Prior to that,
Mr. Nielsen served as a consultant to the Company. He has held senior
management positions at Bastian Industries and NL Industries, Inc. Mr.
Nielsen is a graduate of the University of California at Berkeley with B.S.
and M.B.A. degrees.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
(a) The Company's Common Stock is listed for quotation on the Nasdaq
National Market under the symbol "OMNI". At March 28, 2000 the Company
had 51 shareholders of record of Common Stock. The following table
sets forth the range of high and low sales prices of the Company's Common
Stock as reported by the Nasdaq National Market for the periods indicated.
HIGH LOW
---------- ----------
1998
First quarter $ 12 7/8 $ 8 7/8
Second quarter $ 20 3/4 $ 11 1/2
Third quarter $ 15 1/2 $ 6 3/8
Fourth quarter $ 10 3/8 $ 3 5/8
1999
First quarter $ 5 15/16 $ 3 3/8
Second quarter $ 6 1/4 $ 3
Third quarter $ 6 1/4 $ 1 3/4
Fourth quarter $ 2 5/16 $ 1 1/16
The Company has never paid cash dividends on its Common Stock. The
Company intends to retain future earnings, if any, to meet its working
capital requirements and to finance the future operations of its business.
Therefore, the Company does not plan to declare or pay cash dividends to
holders of its Common Stock in the foreseeable future. In addition,
certain of the Company's credit arrangements contain provisions that limit
the Company's ability to pay cash dividends on its Common Stock.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the Company's directors and officers called for
by this item will be included in the Company's definitive Proxy Statement
prepared in connection with the 2000 Annual Meeting of shareholders and is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning the compensation of the Company's executives
called for by this item will be included in the Company's definitive Proxy
Statement prepared in connection with the 2000 Annual Meeting of
shareholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners
and management called for by this item will be included in the Company's
definitive Proxy Statement prepared in connection with the 2000 Annual
Meeting of shareholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions
called for by this item will be included in the Company's definitive Proxy
Statement prepared in connection with the 2000 Annual Meeting of
shareholders and is incorporated herein by reference.
ITEM. 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) The following financial statements, schedules and exhibits are
filed as part of this Report:
(1) Financial Statements. Reference is made to Item 8 hereof.
(2) Financial Statement Schedules: None.
(3) Exhibits. See Index to Exhibits on page E-1. The Company will
furnish to any eligible shareholder, upon written request of such
shareholder, a copy of any exhibit listed upon the payment of a reasonable
fee equal to the Company's expenses in furnishing such exhibit.
(b) Reports on form 8-K: None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
By: /S/ JOHN H. UNTEREKER
John H. Untereker
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 30, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ DAVID A. JEANSONNE Chairman of the Board March 30, 2000
David A. Jeansonne
/S/ JOHN H. UNTEREKER President, March 30, 2000
John H. Untereker Chief Executive Officer
and Director
/S/ ALLEN R. WOODARD Vice President-Marketing: March 30, 2000
Allen R. Woodard Business Development and
Director
/S/ CRICHTON W. BROWN Director March 30, 2000
Crichton W. Brown
Director March 30, 2000
William W. Rucks, IV
/S/ STEVEN T. STULL Director March 30, 2000
Steven T. Stull
/S/ ROBERT F. NASH Director March 30, 2000
Robert F. Nash
/S/ PETER H. NIELSEN Executive Vice President, March 30, 2000
Peter H. Nielsen Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)
</TABLE>
S-1
<PAGE>
OMNI ENERGY SERVICES CORP.
EXHIBIT INDEX
EXHIBIT
NUMBER
2.1 Exchange Agreement between the members of OMNI
Geophysical, L.L.C. and OMNI Energy Services Corp. (the
"Company")(1)
2.2 Exchange Agreement by and among American Aviation
Incorporated, American Aviation L.L.C. and OMNI
Geophysical, L.L.C., dated as of July 1, 1997.(2)
3.1 Amended and Restated Articles of Incorporation of
the Company(2)
3.2 Bylaws of the Company, as amended.(1)
4.1 See Exhibits 3.1 and 3.2 for provisions of the
Company's Articles of Incorporation and By-laws
defining the rights of holders of Common Stock.
4.2 Specimen Common Stock Certificate.(2)
10.1 Form of Indemnity Agreement by and between the
Company and each of its directors and executive
officers.(2)
10.2 The Company's Stock Incentive Plan.(2)
10.3 Form of Stock Option Agreements under the
Company's Stock Incentive Plan.(2)
10.4 Amended and Restated Employment and Non-
Competition Agreement between OMNI Geophysical, L.L.C.
and David Jeansonne.(2)
10.5 Amended and Restated Employment and Non-
Competition Agreement between OMNI Geophysical, L.L.C.
and Allen R. Woodard.(2)
10.6 Employment and Non-Competition Agreement between
Robert F. Nash and the Company effective July 1,
1998.(3)
10.7 Employment and Non-Competition Agreement between
John H. Untereker and the Company effective July 21,
1998.(4)
10.8 Confidentiality and Non-Competition Agreement
between OMNI Geophysical, L.L.C. and American Aviation,
L.L.C. and American Aviation Incorporated, David
Jeansonne, and Richard Patrick Morris. (2)
10.9 Option Agreement between the Company and Roger E.
Thomas dated as of September 25, 1997. (2)
10.10 Option Agreement between the Company and Allen R.
Woodard dated as of September 25, 1997. (2)
10.11 Intangible Asset Purchase Agreement by and
among American Aviation Incorporated, American Aviation
L.L.C. and OMNI Geophysical, L.L.C., dated as of July
1, 1997. (2)
10.12 Joint Venture Agreement among the Company, OMNI
International Energy Services, Ltd. and Edwin Waldman
Attie effective July 1, 1998. (3)
10.13 Amended and Restated Loan Agreement, dated as of
January 20, 1998, by and among the company, American
Aviation L.L.C., OMNI Marine & Supply, Inc. and
Hibernia National Bank. (1)
10.14 First Amendment to Amended and Restated Loan
Agreement, by and among the Company, certain of its
subsidiaries and Hibernia National Bank. (5)
10.15 Second Amendment to Amended and Restated Loan
Agreement, by and among the Company, certain of its
subsidiaries and Hibernia National Bank. (4)
10.16 Third Amendment to Amended and Restated Loan
Agreement, by and among the Company, certain of its
subsidiaries and Hibernia National Bank. (3)
10.17 Fourth Amendment to Amended and Restated Loan Agreement, by
and among the Company, certain of its subsidiaries and
Hibernia National Bank. (6)
10.18 Fifth Amendment to Amended and Restated Loan Agreement, by
and among the Company, certain of its subsidiaries and
Hibernia National Bank.
10.19 Sixth Amendment to Amended and Restated Loan Agreement, by
and among the Company, certain of its subsidiaries and
Hibernia National Bank.
21.1 Subsidiaries of the Company
27.1 Financial Data Schedule (7)
________________________
(1) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997
(2) Incorporated by reference to the Company's Registration Statement on Form
S-1 (Registration Statement No. 333-36561).
(3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1998.
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1998.
(5) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998.
(6) Incorporated by reference to the Company's Current Report on Form 8-K filed
April 29, 1999.
(7) To be filed by Amendment.
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective as of September 29, 1999 (the "Fifth 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, as amended by Third Amendment thereto dated as of October
30, 1998, and as amended by Fourth Amendment thereto dated as of March 29,
1999 (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 indebtedness evidenced by the Bridge Note has been paid;
WHEREAS, on July 12, 1999, the Borrower and the Bank, with the consent
of the Guarantors, agreed to reduce and did reduce the Revolving Loan
Commitment from $7,000,000.00 to $6,000,000.00;
WHEREAS, the Borrower is currently in default under the Loan Agreement
because of Borrower's failure (i) to make scheduled payments, (ii) to meet
financial covenant requirements, and (iii) to remit waiver fees to the
Bank;
WHEREAS, the Borrower, with the consent of the Guarantors, has
requested that the Bank (i) extend the scheduled July 31, 1999 principal
payments on all Loans to October 31, 1999 and (ii) to allow the Borrower
until October 31, 1999 to remedy all financial covenant violations; and
WHEREAS, subject to the terms and conditions of the Loan Agreement, as
amended by this Fifth Amendment, the Bank is willing to honor the
Borrower's requests.
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 Fifth Amendment.
2. DEFINED TERMS REVISION.
(a) The definition of the term "Acquisition Note" appearing in
Section 1.1 on page 2 of the Loan Agreement, as modified by the Fourth
Amendment, is hereby deleted and restated as follows:
"ACQUISITION NOTE" shall mean that certain
promissory note more fully described in paragraph
4(a) of the Fifth Amendment, together with any and
all extensions, renewals, modifications, and
substitutions therefor.
(b) The definition of the term "Borrowing Base Amount" appearing
in paragraph 2(a) of the Third Amendment, as modified by the Fourth
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)
$6,000,000.00 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
$3,000,000.00, to finance the Borrower's
acquisition of Eligible Parts and Supplies, which
advances are limited to a loan to value ratio of
50%.
(c) The definition of the term "Revolving Loan Commitment"
appearing in Section 1.1 on page 9 of the Loan Agreement, as modified by
the Fourth Amendment, 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 Fifth Amendment.
(d) The definition of the term "Revolving Note" appearing in
Section 1.1 on page 9 of the Loan Agreement, as modified by the Fourth
Amendment, is hereby deleted and restated as follows:
"REVOLVING NOTE" shall mean that certain
promissory note more fully described in paragraph
3(a) of the Fifth Amendment, together with any and
all extensions, renewals, modifications, and
substitutions therefor.
(e) The definition of the term "Term Note" appearing in Section
1.1 of the Loan Agreement is hereby deleted and restated as follows:
"TERM NOTE" shall mean that certain promissory
note more fully described in paragraph 5 of the
Fifth Amendment, together with any and all
extensions, renewals, modifications, and
substitutions therefor.
(f) The following definition is hereby added to the Loan
Agreement:
"FIFTH AMENDMENT" shall mean that certain Fifth
Amendment to Amended and Restated Loan Agreement
dated as of September 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, and as amended
by this Fifth Amendment, the parties agree as follows:
(a) The term "Revolving Note" in Section 2.2.1 of the Loan
Agreement, as modified by the Fourth Amendment, shall henceforth mean that
certain master promissory note of the Borrower dated September
, 1999 in the maximum aggregate principal amount of
$6,000,000.00, payable to the order of the Lender on demand, or if no
demand is made, on the Termination Date, and bearing interest, effective
September 13, 1999, at the Base Rate plus 3% (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 March 29, 1999, by the Borrower in
the maximum aggregate principal amount of $7,000,000.00.
(b) Notwithstanding any provision in Section 2.2.4 of the Loan
Agreement (or any other provision of the Loan Agreement) to the contrary,
the Borrower agrees and understands that commencing September 13, 1999,
interest payments under the Revolving Note shall be due and payable weekly
on Monday of each week.
(c) The reference in line 3 of Section 2.2.8 of the Loan
Agreement, as modified by the Fourth Amendment, to $7,000,000.00 shall
henceforth be deemed a reference to $6,000,000.00.
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 Fifth Amendment, the parties agree as follows:
(a) Section 3.2.1 of the Loan Agreement, as modified by the
Fourth Amendment, 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 Fifth Amendment, the term "Acquisition
Note" shall henceforth mean that certain
promissory note by the Borrower in the principal
amount of $2,948,658.96 (the "Acquisition Note"),
dated September 29, 1999, payable to the order of
the Bank, with a final maturity of January 20,
2000, and bearing interest at the Base Rate plus
3% (effective September 13, 1999).
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 March 29, 1999 by the Borrower in the
principal amount of $7,937,889.00.
(b) Notwithstanding any provision in Section 3.2.4 of the Loan
Agreement (or any other provision of the Loan Agreement) to the contrary,
the Borrower agrees and understands that commencing September 13, 1999,
interest payments under the Acquisition Note shall be due and payable
weekly on Monday of each week.
5. REVISION TO ARTICLE IV (TERM LOAN) OF THE LOAN AGREEMENT:
Section 4.2 of the Loan Agreement, as modified by the Fourth Amendment, is
hereby amended to reflect that the Term Note described therein is now
evidenced by that certain renewal promissory note dated September
, 1999 by
the Borrower in the principal amount of $6,067,452.13, payable to the order
of the Bank, and bearing interest at the Base Rate plus 3% (effective
September 13, 1999). In addition, notwithstanding any provision in Section
4.2 of the Loan Agreement (or any other provision of the Loan Agreement) to
the contrary, the Borrower agrees and understands that commencing September
13, 1999, interest payments under the Term Note shall be due and payable
weekly on Monday of each week.
6. REVISIONS TO ARTICLE V (FEES) OF THE LOAN AGREEMENT. The
following new Section is hereby added to the Loan Agreement as Section 5.5:
SECTION 5.5. EXTENSION FEE. The Borrower shall
pay to the Bank an extension fee of $112,704.00 on
October 31, 1999.
7. 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.
8. CONDITIONS PRECEDENT. The agreements and obligation of the Bank
as set forth in this Fifth Amendment are subject to satisfaction of the
following conditions precedent:
(a) The Borrower shall have executed and delivered to the Bank
this Fifth Amendment, the (renewal) Notes, and all other documents required
by the Loan Agreement, as amended by this Fifth Amendment, and the
Guarantors shall have executed and delivered to the Bank this Fifth
Amendment, and all other documents required by the Loan Agreement, as
amended by this Fifth 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 the Loan Agreement, as amended
by this Fifth 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 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 this Fifth Amendment;
(e) The Bank shall have received an extension fee of
$112,704.00, which fee was due and payable on August 31, 1999.
(f) Except for Events of Default pertaining to Loan payment and
financial covenant violations as addressed in this Fifth Amendment, no
Default or Event of Default shall exist or shall result from renewal of the
Loans as provided for herein;
(g) The Borrower and the Guarantors shall have provided the Bank
with all financial statements, reports and certificates required by the
Loan Agreement, as amended by this Fifth 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) Except as provided in (f) above, there shall have occurred
no Material Adverse Change;
(k) 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;
(l) The Bank's receipt of a current listing of all senior and
subordinated debt of the Borrower (on a consolidated basis);
(m) 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;
(n) Interest payments on all Loans must be paid current and
remain current;
(o) Principal payments on all debt owed by the Borrower (and/or
any of the Guarantors) to The CIT Group/Equipment Financing, Inc. must be
waived and extended through November 15, 1999, in writing by The CIT
Group/Equipment Financing, Inc., and a copy of such waiver and extension
must be furnished to the Bank;
(p) Advantage Capital must make a $900,000.00 subordinated debt
issuance to the Borrower prior to execution of this Fifth Amendment by the
Borrower; and.
(q) Advantage Capital must execute a written subordination
agreement in favor of Bank and The CIT Group/Equipment Financing, Inc.,
whereby Advantage Capital subordinates all present and future indebtedness
owed by Borrower, which agreement must be delivered to, and in form and
substance satisfactory to, Bank.
9. REVISIONS TO ARTICLE XI (AFFIRMATIVE COVENANTS) OF THE LOAN
AGREEMENT.
(a) Section 11.1(f) of the Loan Agreement is hereby deleted and
restated as follows:
(f) on Monday of each week, an aging of each the Borrower's
and the Guarantor's Receivables and accounts payable,
together with a certificate executed by the President
of the Borrower and the Guarantor, identifying the
amount of Qualified Receivables of the Borrower as of
the end of the previous week, in such form and
containing such representations and warranties
regarding the Receivables as the Bank may reasonably
require,
(b) The parties to this Fifth Amendment acknowledge the
Borrower's failure to comply with the financial covenants set forth in
Section 11.9(a) through (e) of the Loan Agreement. Subject to the terms
and conditions of this Fifth Amendment, the Bank agrees to forbear until
October 31, 1999, in exercising its rights to declare an Event of Default
based on the Borrower's failure to comply with said financial covenants.
The parties further acknowledge that the Borrower has until October 31,
1999 to comply with the said financial covenant requirements. The
foregoing forbearance is a one-time forbearance by the Bank limited to the
period ending October 31, 1999, and is not intended and shall not be
construed as a waiver by the Bank.
(c) The following new covenant is added to the Loan Agreement
as Section 11.26:
SECTION 11.26. BI-MONTHLY CASH FORECASTS. The
Borrower agrees that it shall furnish the Bank on
a bi-monthly basis (to be delivered to Bank every
other Monday), a cash forecast with a detailed
projection of cash receipts and disbursements.
(d) The following new covenant is added to the Loan Agreement
as Section 11.27:
SECTION 11.27. ADDITIONAL SUBORDINATED DEBT.
Additional subordinated debt of not less than
$5,000,000.00 must be issued or committed to the
Borrower prior to October 31, 1999, and written
evidence of such issuance or commitment must be
delivered to the Bank prior to October 31, 1999.
Notwithstanding any provision in the Loan
Agreement to the contrary, the Borrower and the
Guarantors agree and understand that a breach or
violation of the foregoing covenant and agreement
shall constitute an Event of Default under this
Agreement, as amended by the Fifth Amendment, and
shall entitle the Bank to immediately accelerate
and demand payment of all Loans.
10. ACKNOWLEDGMENT PERTAINING TO JULY 31, 1999 PRINCIPAL PAYMENTS.
The parties agree and acknowledge that pursuant to this Fifth Amendment
the loan payments of principal due on July 31, 1999 shall be included in
the payments due on October 31, 1999. The total amount of principal due
on October 31, 1999 is $1,579,298.00
11. REPRESENTATION. On and as of the date hereof, and after giving
effect to this Fifth 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 Fifth Amendment.
12. 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 Fifth Amendment.
13. WAIVER OF DEFENSES; RELEASE OF LIABILITIES. THE BORROWER AND THE
GUARANTORS ACKNOWLEDGE THAT THIS FIFTH AMENDMENT CONTAINS A RENEWAL OF THE
LOANS, AN EXTENSION OF PAYMENTS, AND A FORBEARANCE BY THE BANK. IN
CONSIDERATION OF THE BANK'S EXECUTION OF THIS FIFTH AMENDMENT, THE BORROWER
AND THE GUARANTORS DO HEREBY IRREVOCABLY WAIVE ANY AND ALL CLAIMS, CAUSES
OF ACTION, 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 FIFTH
AMENDMENT. FURTHER, BORROWER AND THE GUARANTORS HEREBY AGREE THAT ALL
DISPUTES AND CLAIMS WHATSOEVER OF ANY KIND OR NATURE WHICH BORROWER AND/OR
ANY OF THE GUARANTORS PRESENTLY HAS OR MAY HAVE AGAINST BANK, WHETHER
PRESENTLY KNOWN OR UNKNOWN, WHICH BORROWER AND/OR ANY OF THE GUARANTORS
COULD HAVE ASSERTED AGAINST BANK, ARE FULLY AND FINALLY RELEASED,
COMPROMISED AND SETTLED. BORROWER AND THE GUARANTORS, INDIVIDUALLY AND FOR
THEMSELVES, THEIR, SUCCESSORS IN INTEREST AND ASSIGNS, DO HEREBY EXPRESSLY
RELEASE AND FOREVER RELIEVE, DISCHARGE AND GRANT FULL ACQUITTANCE TO BANK
FOR AND FROM ANY AND ALL CAUSES OF ACTION, SUITS, CLAIMS, DEBTS,
OBLIGATIONS OR LIABILITIES OF ANY NATURE WHATSOEVER, KNOWN OR UNKNOWN,
ALLEGED OR NOT ALLEGED, WHICH BORROWER AND/OR ANY OF THE GUARANTORS HAS OR
MAY HAVE AGAINST BANK, ITS AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND
SHAREHOLDERS AS OF THE DATE HEREOF. THIS WAIVER AND RELEASE SHALL BE
CONSTRUED TO HAVE THE BROADEST POSSIBLE SCOPE.
14. AMENDMENTS. THE LOAN AGREEMENT AND THIS FIFTH 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 FIFTH
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 FIFTH 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.
15. GOVERNING LAW: COUNTERPARTS. This Fifth Amendment shall be
governed by and construed in accordance with the laws of the State of
Louisiana. This Fifth Amendment may be executed in any number of
counterparts, all of which counterparts, when taken together, shall
constitute one and the same instrument.
16. CONTINUED EFFECT. Except as expressly modified herein, the Loan
Agreement shall continue in full force and effect. The Loan Agreement as
amended by this Fifth Amendment is hereby ratified and confirmed by the
parties hereto.
(Remainder of page intentionally left blank)
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
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: John H. Untereker
Title: President, Chief Executive
Officer
AMERICAN AVIATION L.L.C.
BY: OMNI ENERGY SERVICES CORP.,
AS SOLE MEMBER
By:_____________________________________
Name: John H. Untereker
Title: President, Chief Executive Officer
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: Vice President
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective as of December 28, 1999 (the "Sixth 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, as amended by Third Amendment thereto dated as of October 30, 1998, as
amended by Fourth Amendment thereto dated as of March 29, 1999, and as
amended by Fifth Amendment thereto dated as of September 29, 1999 (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 indebtedness evidenced by the Bridge Note has been
paid;
WHEREAS, on July 12, 1999, the Borrower and the Bank, with the
consent of the Guarantors, agreed to reduce and did reduce the Revolving
Loan Commitment from $7,000,000.00 to $6,000,000.00;
WHEREAS, pursuant to the Fifth Amendment, the Bank (i) extended the
scheduled July 31, 1999 principal payments on all Loans to October 31, 1999
and (ii) allowed the Borrower until October 31, 1999 to remedy all financial
covenant violations;
WHEREAS, the Borrower is currently in default under the Loan Agreement
because of Borrower's failure to make scheduled principal payments. In
addition, it is anticipated that the Borrower, as of December 31, 1999, will
not be in compliance with the financial covenant requirements contained in
Section 11.9(a) (minimum EBITDA) and Section 11.9(c) (minimum working capital)
of the Loan Agreement;
WHEREAS, the Borrower, with the consent of the Guarantors, has
requested that the Lender (i) extend the maturity of the Notes from January 20,
2000 to March 31, 2000, (ii) restructure the principal payments due the Bank
under the Acquisition Note and the Term Note, and (iii) waive compliance with
certain financial covenant requirements as of December 31, 1999; and
WHEREAS, subject to the terms and conditions of the Loan Agreement, as
amended by this Sixth Amendment, the Bank is willing to honor the Borrower's
requests.
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 Sixth Amendment.
2. DEFINED TERMS REVISION.
(a) The definitions of the term "Acquisition Note", "Term
Note", and "Revolving Note" appearing in Section 1.1 of the Loan Agreement
are hereby supplemented to include each of the Allonges to such Notes as
provided in the Sixth Amendment.
(b) The definition of the term "Termination Date"
appearing in Section 1.1 of the Loan Agreement is hereby deleted and restated
as follows:
"Termination Date" shall mean, with respect to the
Bank's Commitments the earlier to occur of (i) March
31, 2000, or (ii) the date of termination of the
Commitments pursuant to Article XIII hereof.
(c) The following definition is hereby added to the Loan
Agreement:
"Sixth Amendment" shall mean that certain Sixth
Amendment to Amended and Restated Loan Agreement
dated as of December 28, 1999 by and among the
Borrower, Aviation, Omni Canada, Omni Alaska, and the
Bank.
3. TERMINATION DATE AND PRINCIPAL PAYMENTS. Subject to the terms
and conditions of this Sixth Amendment, the Termination Date for all Loans is
as set forth in paragraph 2(b) above. The final maturity date specified in
the Notes is extended from January 20, 2000 to March 31, 2000. Further, the
amounts and dates for principal payments due under the Term Note and the
Acquisition Note shall be as set forth in an Allonge to each such Note to be
executed by Borrower. The maturity date extension also shall be set forth in
an Allonge to each of the Notes to be executed by Borrower.
4. REVISION TO ARTICLE III (ACQUISITION LOANS) OF THE LOAN
AGREEMENT. Subject to the terms and conditions of the Loan Agreement, as
amended by this Sixth Amendment, the parties agree as follows: Section 3.2.1
of the Loan Agreement, as modified by the Fifth Amendment, is hereby amended
to reflect that the final maturity of the Acquisition Note is March 31, 2000.
5. REVISION TO ARTICLE V (FEES) OF THE LOAN AGREEMENT. The
following new Section is hereby added to the Loan Agreement as Section 5.6:
SECTION 5.6. EXTENSION FEE. The Borrower shall pay to the
Bank an extension fee of $150,000.00 on the earlier to
occur of (i) March 31, 2000 or (ii) the payment in full of all
amounts due under the Notes.
6. 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.
7. CONDITIONS PRECEDENT. The agreements and obligation of the
Bank as set forth in this Sixth Amendment are subject to satisfaction of the
following conditions precedent:
(a) The Borrower shall have executed and delivered to the
Bank this Sixth Amendment, an Allonge to each of the Revolving Note, the
Acquisition Note, and the Term Note, and all other documents required by the
Loan Agreement, as amended by this Sixth Amendment, and the Guarantors shall
have executed and delivered to the Bank this Sixth Amendment, and all other
documents required by the Loan Agreement, as amended by this Sixth 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 the Loan Agreement, as amended by
this Sixth 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 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 this Sixth Amendment;
(e) Except for Events of Default pertaining to Loan
payment and financial covenant violations as addressed in this Sixth
Amendment, no Default or Event of Default shall exist or shall result from
renewal of the Loans as provided for herein;
(f) The Borrower and the Guarantors shall have provided
the Bank with all financial statements, reports and certificates required by
the Loan Agreement, as amended by this Sixth Amendment;
(g) 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;
(h) 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;
(i) Except as provided in (e) above, there shall have
occurred no Material Adverse Change;
(j) 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;
(k) The Bank's receipt of a current listing of all senior
and subordinated debt of the Borrower (on a consolidated basis);
(l) 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;
(m) Interest payments on all Loans must be paid current
and remain current;
(n) Advantage Capital must execute a written subordination
agreement in favor of Bank and The CIT Group/Equipment Financing, Inc., whereby
Advantage Capital subordinates all present and future indebtedness owed by
Borrower, which agreement must be delivered to, and in form and substance
satisfactory to, Bank;
(o) The Borrower must make a $450,000.00 principal payment
to Bank;
(p) All legal fees by Bank's counsel pertaining to matters
involving Borrower, including preparation of this Sixth Amendment, must be paid
by Borrower; and
(q) Advantage Capital must provide an additional
$1,000,000.00 in equity or subordinated debt to the Borrower.
8. REVISION TO ARTICLE XI (AFFIRMATIVE COVENANTS) OF THE
LOAN AGREEMENT. The parties to this Sixth Amendment acknowledge the Borrower's
anticipated failure to comply as of December 31, 1999 with the financial
covenants set forth in Section 11.9(a) and (c) of the Loan Agreement.
Subject to the terms and conditions of this Sixth Amendment, the Bank agrees to
waive Borrower's compliance as of December 31, 1999 with the financial covenant
requirements set forth in Section 11.9(a) and (c) of the Loan Agreement.
9. EXTENSION OF LOANS. The Bank agrees to extend the Termination
Date for all Loans to January 31, 2001 if the Borrower has raised additional
capital (subordinated debt or equity) of $3,000,000.00 by March 31, 2000, and
satisfactory evidence thereof has been furnished to the Bank.
10. REPRESENTATION. On and as of the date hereof, and after giving
effect to this Sixth 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 Sixth Amendment.
11. 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 Sixth Amendment.
12. WAIVER OF DEFENSES; RELEASE OF LIABILITIES. THE BORROWER AND
THE GUARANTORS ACKNOWLEDGE THAT THIS SIXTH AMENDMENT CONTAINS A RENEWAL OF THE
LOANS, AN EXTENSION OF PAYMENTS, AND A FORBEARANCE BY THE BANK. IN
CONSIDERATION OF THE BANK'S EXECUTION OF THIS SIXTH AMENDMENT, THE BORROWER
AND THE GUARANTORS DO HEREBY IRREVOCABLY WAIVE ANY AND ALL CLAIMS, CAUSES OF
ACTION, 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 SIXTH AMENDMENT.
FURTHER, BORROWER AND THE GUARANTORS HEREBY AGREE THAT ALL DISPUTES AND CLAIMS
WHATSOEVER OF ANY KIND OR NATURE WHICH BORROWER AND/OR ANY OF THE GUARANTORS
PRESENTLY HAS OR MAY HAVE AGAINST BANK, WHETHER PRESENTLY KNOWN OR UNKNOWN,
WHICH BORROWER AND/OR ANY OF THE GUARANTORS COULD HAVE ASSERTED AGAINST BANK,
ARE FULLY AND FINALLY RELEASED, COMPROMISED AND SETTLED. BORROWER AND THE
GUARANTORS, INDIVIDUALLY AND FOR THEMSELVES, THEIR, SUCCESSORS IN INTEREST
AND ASSIGNS, DO HEREBY EXPRESSLY RELEASE AND FOREVER RELIEVE, DISCHARGE AND
GRANT FULL ACQUITTANCE TO BANK FOR AND FROM ANY AND ALL CAUSES OF ACTION,
SUITS, CLAIMS, DEBTS, OBLIGATIONS OR LIABILITIES OF ANY NATURE WHATSOEVER,
KNOWN OR UNKNOWN, ALLEGED OR NOT ALLEGED, WHICH BORROWER AND/OR ANY OF THE
GUARANTORS HAS OR MAY HAVE AGAINST BANK, ITS AGENTS, OFFICERS, EMPLOYEES,
DIRECTORS AND SHAREHOLDERS AS OF THE DATE HEREOF. THIS WAIVER AND RELEASE
SHALL BE CONSTRUED TO HAVE THE BROADEST POSSIBLE SCOPE.
13. AMENDMENTS. THE LOAN AGREEMENT AND THIS SIXTH 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 SIXTH
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 SIXTH 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.
14. GOVERNING LAW: COUNTERPARTS. This Sixth Amendment shall be
governed by and construed in accordance with the laws of the State of
Louisiana. This Sixth Amendment may be executed in any number of counterparts,
all of which counterparts, when taken together, shall constitute one and the
same instrument.
15. CONTINUED EFFECT. Except as expressly modified herein, the
Loan Agreement shall continue in full force and effect. The Loan Agreement
as amended by this Sixth Amendment is hereby ratified and confirmed by the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
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: John H. Untereker
Title: President, Chief
Executive Officer
AMERICAN AVIATION L.L.C.
By: Omni Energy Services Corp.,
as Sole Member
By:________________________________
Name: John H. Untereker
Title: President, Chief
Executive Officer
OMNI ENERGY SERVICES CANADA CORP.
(f/k/a HAMILTON DRILL TECH INC.)
By:________________________________
Name: John H. Untereker
Title: Treasurer
OMNI ENERGY SERVICES- ALASKA, INC.
By:________________________________
Name: John H. Untereker
Title: Treasurer
HIBERNIA NATIONAL BANK
By:________________________________
Name: Tammy M. Angelety
Title: Vice President
<PAGE>
EXHIBIT 21.1
SUBSIDIARIES OF OMNI ENERGY SERVICES CORP.
<TABLE>
<CAPTION>
State of
Incorporation
or
Subsidiary Organization
- ---------- -------------
<S> <C>
OMNI Energy Services - Alaska, Inc. Alaska
OMNI International Energy Services, Ltd Cayman Islands
OMNI International Energy Services-South America, Ltd Cayman Islands
OMNI Energy Services Canada Corp. Alberta
</TABLE>
