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Credit Agreement

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Title:

Credit Agreement

Entities:

OMNI Energy Services Corp.

Date:

2005

Size:

Preview shows 85KB of 316KB total

Price:

$81

ID:

#572145

► Loans ► Credit Agreements
► Energy ► Oil Well Services & Equipment

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CREDIT AGREEMENT

Dated as of August 29, 2005

among

OMNI ENERGY SERVICES CORP.

and

TRUSSCO, INC., and

as Borrowers,

AMERICAN HELICOPTERS INC.,

OMNI ENERGY SERVICES CORP.-MEXICO,

OMNI PROPERTIES CORP.,

OMNI OFFSHORE AVIATION CORP.,

OMNI SEISMIC AVIATION CORP.,

OMNI ENERGY SEISMIC SERVICES CORP.,

TRUSSCO PROPERTIES, L.L.C., and

THE OTHER CREDIT PARTIES SIGNATORY HERETO,

as Credit Parties,

THE LENDERS SIGNATORY HERETO

FROM TIME TO TIME,

as Lenders,

and

ORIX FINANCE CORP.

as Agent and Lender

Credit Agreement (Omni)

TABLE OF CONTENTS


			Page
SECTION 1.		AMOUNT AND TERMS OF CREDIT	2
	1.1	Credit Facility.	2
	1.2	[INTENTIONALLY OMITTED]	3
	1.3	Prepayments.	3
	1.4	Use of Proceeds	6
	1.5	Interest and Applicable LIBOR Margin and Index Rate Margin; Payment Computation.	6
	1.6	[INTENTIONALLY OMITTED]	8
	1.7	[INTENTIONALLY OMITTED]	8
	1.8	Cash Management Systems.	8
	1.9	Fees.	8
	1.10	Receipt of Payments.	9
	1.11	Application and Allocation of Payments.	10
	1.12	Loan Account and Accounting.	10
	1.13	Indemnity.	11
	1.14	Access.	11
	1.15	Taxes.	12
	1.16	Capital Adequacy; Increased Costs; Illegality.	12
	1.17	Single Loan.	13

SECTION 2.		CONDITIONS PRECEDENT	14
	2.1	Conditions to the Closing.	14
	2.2	Further Conditions to Each Advance.	15
	2.3	Additional Conditions Precedent to Post-Closing Date Advances.	16
	2.4	Conditions to Conversion or Continuation of an Advance into a LIBOR Loan.	16

SECTION 3.		REPRESENTATIONS AND WARRANTIES	17
	3.1	Corporate Existence; Compliance with Law	17
	3.2	Executive Offices, Collateral Locations, FEIN.	17
	3.3	Corporate Power, Authorization, Enforceable Obligations.	18
	3.4	Financial Statements and Projections.	18
	3.5	Material Adverse Effect.	19
	3.6	Ownership of Property; Liens.	19
	3.7	Labor Matters.	20
	3.8	Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness.	21
	3.9	Government Regulation	21
	3.10	Margin Regulations	21
	3.11	Taxes	21
	3.12	ERISA.	22
	3.13	No Litigation	23
	3.14	Brokers	23
	3.15	Intellectual Property	23
	3.16	Full Disclosure	23
	3.17	Environmental Matters.	24
	3.18	Insurance	24


		i		Credit Agreement (Omni)


	3.19	Deposit and Disbursement Accounts	25
	3.20	Government Contracts	25
	3.21	Customer and Trade Relations	25
	3.22	Bonding; Licenses	25
	3.23	Solvency	25
	3.24	Aircraft	25
	3.25	Anti-Terrorism Laws.	25
	3.26	Inactive Subsidiaries	26
	3.27	Nature of Business	26
	3.28	Revolver Documents and Senior Term Loan Documents	26
	3.29	Subordinated Debt	26
	3.30	Ownership of Property Identified in Pre-Closing Field Survey and Audit	26

SECTION 4.		FINANCIAL STATEMENTS AND INFORMATION	26
	4.1	Reports and Notices.	26
	4.2	Communication with Accountants	26

SECTION 5.		AFFIRMATIVE COVENANTS	27
	5.1	Maintenance of Existence and Conduct of Business	27
	5.2	Payment of Charges.	27
	5.3	Books and Records	27
	5.4	Insurance; Damage to or Destruction of Collateral.	28
	5.5	Compliance with Laws	31
	5.6	Supplemental Disclosure	31
	5.7	Intellectual Property	31
	5.8	Environmental Matters	31
	5.9	Landlords? Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases	32
	5.10	Obtaining of Permits, Etc.	33
	5.11	[INTENTIONALLY OMITTED]	33
	5.12	[INTENTIONALLY OMITTED]	33
	5.13	Explosives.	33
	5.14	Revolving Credit Facility	33
	5.15	[INTENTIONALLY OMITTED]	33
	5.16	Consent to Purchase of Senior Term Loan Obligations and Revolver Obligations	33
	5.17	Further Assurances	33
	5.18	Right of First Refusal	33

SECTION 6.		NEGATIVE COVENANTS	34
	6.1	Mergers, Subsidiaries, Etc.	34
	6.2	Investments; Loans and Advances	34
	6.3	Indebtedness.	35
	6.4	Employee Loans and Affiliate Transactions.	37
	6.5	Capital Structure and Business	37
	6.6	Guaranteed Indebtedness	37
	6.7	Liens	37
	6.8	Sale of Stock and Assets	37
	6.9	ERISA	38
	6.10	Financial Covenants	38
	6.11	Hazardous Materials; Explosives	38


		ii		Credit Agreement (Omni)


	6.12	Sale-Leasebacks	38
	6.13	Restricted Payments	38
	6.14	Change of Corporate Name, State of Incorporation or Location; Change of Fiscal Year	39
	6.15	No Impairment of Intercompany Transfers	39
	6.16	Changes Relating to Subordinated Debt; Material Contracts.	39
	6.17	Anti-Terrorism Laws	39
	6.18	Inactive Subsidiaries	40
	6.19	Compensation	40

SECTION 7.		TERM	40
	7.1	Termination	40
	7.2	Survival of Obligations upon Termination of Financing Arrangements	40

SECTION 8.		EVENTS OF DEFAULT; RIGHTS AND REMEDIES	40
	8.1	Events of Default.	40
	8.2	Remedies.	42
	8.3	Waivers by Credit Parties	43

SECTION 9.		ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT	43
	9.1	Assignment and Participations.	43
	9.2	Appointment of Agent.	45
	9.3	Agent?s Reliance, Etc.	46
	9.4	ORIX and Affiliates.	46
	9.5	Lender Credit Decision.	47
	9.6	Indemnification	47
	9.7	Successor Agent	47
	9.8	Setoff and Sharing of Payments	48
	9.9	Advances; Payments; Non-Funding Lenders; Information; Actions in Concert.	48

SECTION 10.		SUCCESSORS AND ASSIGNS	50
	10.1	Successors and Assigns	50

SECTION 11.		MISCELLANEOUS	50
	11.1	Complete Agreement; Modification of Agreement	50
	11.2	Amendments and Waivers.	51
	11.3	Fees and Expenses	52
	11.4	No Waiver	53
	11.5	Remedies	54
	11.6	Severability	54
	11.7	Conflict of Terms	54
	11.8	Confidentiality	54
	11.9	GOVERNING LAW	54
	11.10	Notices	55
	11.11	Section Titles	55
	11.12	Counterparts	56
	11.13	WAIVER OF JURY TRIAL	56
	11.14	Press Releases and Related Matters	56
	11.15	Reinstatement	56
	11.16	Advice of Counsel	56


		iii		Credit Agreement (Omni)


	11.17	No Strict Construction	56
	11.18	Intercreditor Agreement	57

SECTION 12.		CROSS-GUARANTY	57
	12.1	Cross-Guaranty	57
	12.2	Waivers by Borrowers	57
	12.3	Benefit of Guaranty	57
	12.4	Waiver of Subrogation, Etc.	58
	12.5	Election of Remedies	58
	12.6	Limitation	58
	12.7	Contribution with Respect to Guaranty Obligations.	59
	12.8	Liability Cumulative.	59


		iv		Credit Agreement (Omni)

INDEX OF APPENDICES


Annex A (Recitals)	-	Definitions
Annex B	-	[INTENTIONALLY OMITTED]
Annex C	-	[INTENTIONALLY OMITTED]
Annex D (Section 2.1(a))	-	Schedule of Documents
Annex E (Section 4.1(a))	-	Financial Statements and Projections ? Reporting
Annex F (Section 4.1(b))	-	[INTENTIONALLY OMITTED]
Annex G (Section 6.10)	-	Financial Covenants
Annex H (Section 9.9(a))	-	Lenders? -Wire Transfer Information
Annex I (Section 11.10)	-	Notice Addresses
Annex J (from Annex A
Term Loan Commitment Definition)	-	Term Loan Commitment
Annex K (from Annex A Equity Commitment Definition)		Terms of Equity Commitment

Exhibit 1.1(a)(i)	-	Form of Notice of Advance
Exhibit 1.1(a)(ii)	-	Form of Term Note
Exhibit 1.5(e)		Form of Notice of Conversion/Continuation
Exhibit 9.1(a)	-	Form of Assignment Agreement
Schedule 1.1	-	Agent?s Representatives
Disclosure Schedule 1.4	-	Sources and Uses; Funds Flow Memorandum
Disclosure Schedule 3.1	-	Type of Entity; State of Organization

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