OMNIBUS AMENDMENT
THIS OMNIBUS AMENDMENT (this "Amendment"), dated as of April 15, 2004,
by and between OMNI ENERGY SERVICES CORP., a Louisiana corporation (the
"Company"), and each of the entities whose names appear on the signature page
hereof. Such entities are each referred to herein as an "Investor" and,
collectively, as the "Investors".
WHEREAS, the Company and Investors are party to that certain Securities
Purchase Agreement, dated as of February 12, 2004 (the "First Purchase
Agreement"), pursuant to which the Company sold to the Investors named therein,
and such Investors purchased from the Company, 6.5% Convertible Debentures (the
"First Debentures") and warrants (the "First Warrants");
WHEREAS, the Company and Investors have entered into to a second
Securities Purchase Agreement, dated as of the date hereof (the "Second Purchase
Agreement"), pursuant to which the Company is selling to Investors, and
Investors are purchasing from the Company, additional debentures (the "Second
Debentures") and warrants (the "Second Warrants"); and
WHEREAS, in connection with the consummation of the transactions
contemplated by the Second Purchase Agreement, the Company and Investors desire
to make certain amendments to the First Securities Purchase Agreement, the First
Debentures and the First Warrants as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and agreed, the parties hereto
hereby agree as follows:
Section 1. Amendment to First Purchase Agreement. Section 4.10 of the
First Purchase Agreement is hereby amended and restated to read in its entirety
as follows:
"4.10 Limitations on Conversion. Until Shareholder
Approval (as defined below) is obtained, or an Investor
obtains an opinion of counsel reasonably satisfactory to the
Company and its counsel that such approval is not required, no
Investor shall be issued Debenture Shares pursuant to a
conversion of such Investor's Debenture or exercise of its Put
Option (as defined in the Debentures) in an amount greater
than the product of (A) the Cap Amount multiplied by (B) a
fraction, the numerator of which is the aggregate principal
amount of such Debenture plus the aggregate principal amount
of the Second Debenture, if any, purchased by such Investor
and the denominator of which is the aggregate principal amount
of all Debentures and all Second Debentures purchased by all
Investors and Second Investors under this Agreement and the
Second Purchase Agreement (the "Allocation Amount"). In the
event that any Investor shall sell or otherwise transfer any
of such Investor's Debentures, the remaining Debenture Shares
constituting such transferring Investor's Allocation Amount
shall be allocated between the transferring Investor and
transferee pro rata in proportion to the number of Registrable
Shares issuable under the
Debentures transferred to such transferee and the number of
Registrable Shares and Second Registrable Shares issuable
under the Debentures and Second Debentures retained by such
transferring Investor. In the event that any Investor shall
put or convert all of such Investor's Debentures and Second
Debentures into a number of shares of Common Stock which, in
the aggregate, is less than such Investor's Allocation Amount,
then the difference between such Investor's Allocation Amount
and the number of shares of Common Stock actually issued to
such Investor shall be allocated to the respective Allocation
Amounts of the remaining Investors and the Second Investors on
a pro rata basis in proportion to the number of Registrable
Shares and Second Registrable Shares then issuable under the
Debentures and Second Debentures held by each such Investor or
Second Investor. As used herein, the term "Second Purchase
Agreement" means the Securities Purchase Agreement, dated as
of April 15, 2004, between the Company, the Second Investors
named therein, as amended, modified and supplemented, and the
terms "Second Debentures", "Second Warrants", "Second
Investors", "Second Debenture Shares" and "Second Registrable
Shares" shall have the meanings given to the terms
"Debentures", "Warrants", "Investors", "Debenture Shares" and
"Registrable Shares", respectively, in the Second Purchase
Agreement."
Section 2. Amendment to First Debentures.
(a) The definition of "Excluded Securities" in each of
the First Debentures is hereby amended to include: (1) securities purchased
under the Second Purchase Agreement; and (2) Interest Payment Shares or Put
Payment Shares, whether issued under the Debentures or the Second Debentures, or
securities issued upon conversion or exercise of the Second Debentures or Second
Warrants. For avoidance of doubt, the securities purchased under the Second
Purchase Agreement and the securities issued upon conversion or exercise of the
Second Debentures or Second Warrants will not be considered a Dilutive Issuance
(as defined in the First Purchase Agreement) for purposes of the First
Debentures.
(b) The definition of "Junior Securities" in each of the
First Debentures is hereby amended by replacing the parenthetical "(other than
the Debentures or Warrants)" with the parenthetical "(other than the Debentures,
Warrants, Second Debentures and Second Warrants)".
(c) The second sentence of Section 5(f) of each of the
First Debentures is hereby amended as follows: (i) the words "this Section 5(g)"
are hereby replaced with the words "this Section 5(f)"; and (ii) the words
"paragraph (h) below" are hereby replaced with the words "paragraph (g) below".
(d) The definition of "Event of Default" in each of the
First Debentures is hereby amended as follows: (i) the phrase: "or an Event of
Default (as defined in the Second Debentures) occurs" is hereby added at the end
of subparagraph 6(d)(i) of each of the First Debentures; and (ii) the words
"paragraph (h) hereof" in subparagraph 6(d)(iii) of each of the First Debentures
is hereby replaced with the words "paragraph 3(h) hereof".
Section 3. Amendment to First Warrants. The definition of "Excluded
Securities" in each of the First Warrants is hereby amended to include: (1)
securities purchased under the Second Purchase Agreement; and (2) Interest
Payment Shares or Put Payment Shares, whether issued under the Debentures or the
Second Debentures, or securities issued upon conversion or exercise of the
Second Debentures or Second Warrants. For avoidance of doubt, the securities
purchased under the Second Purchase Agreement and the securities issued upon
conversion or exercise of the Second Debentures or Second Warrants will not be
considered a Dilutive Issuance (as defined in the First Purchase Agreement) for
purposes of the First Warrants.
Section 4. Successors and Assigns. The terms and conditions of this
Amendment shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties.
Section 5. Governing Law. This Amendment shall be governed by and
construed under the laws of the State of New York applicable to contracts made
and to be performed entirely within the State of New York.
Section 6. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
Section 7. Headings. The headings used in this Amendment are used for
convenience only and are not to be considered in construing or interpreting this
Amendment.
Section 8. Amendments. This Amendment may not be amended, changed or
modified except pursuant to a written instrument executed by the Company and
agreed to by the Investors and the Second Investors holding at least two-thirds
(2/3) of the aggregate principal amount of the First Debentures and Second
Debentures then outstanding, and no provision hereof may be waived other than by
a written instrument signed by the party against whom enforcement of any such
waiver is sought.
Section 9. No Other Changes. Except as specifically amended herein, all
of the terms, covenants, conditions and stipulations contained in the First
Purchase Agreement, First Debentures and the First Warrants are hereby ratified
and confirmed in all respects, and shall continue to apply with full force and
effect.
Section 10. Severability. If any term, covenant, provision or condition
of this Amendment shall be held to be invalid, illegal or unenforceable in any
respect, this Amendment shall be construed without such term, covenant,
provision or condition.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first-above written.
OMNI ENERGY SERVICES CORP.
By: /s/ G. ▇▇▇▇▇ ▇▇▇▇
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G. ▇▇▇▇▇ ▇▇▇▇
Chief Financial Officer
PROVIDENT PREMIER MASTER FUND LTD.
By: Gemini Investment Strategies, LLC, as Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Authorized Signatory
PORTSIDE GROWTH AND OPPORTUNITY FUND
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Authorized Signatory
MANCHESTER SECURITIES CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President
GEMINI MASTER FUND, LTD.
By: Gemini Investment Strategies, LLC, as Investment Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Authorized Signatory