EXHIBIT 10.14
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective as of March 31, 1998 (the "First Amendment"), between OMNI
ENERGY SERVICES CORP., a Louisiana corporation ("Omni"), AMERICAN AVIATION
L.L.C., a Missouri limited liability company ("Aviation"), OMNI MARINE &
SUPPLY, INC., a Louisiana corporation ("Marine"), and HIBERNIA NATIONAL
BANK, a national banking association ("Bank").
W I T N E S S E T H:
WHEREAS, Omni, Aviation, Marine, and Bank have heretofore entered into
an Amended and Restated Loan Agreement dated as of January 20, 1998, (the
"Loan Agreement"), pursuant to which Bank established in favor of Omni
certain credit facilities consisting of Acquisition Loans, Revolving Loans,
and a Term Loan.
WHEREAS, the Loans by Bank to Omni are guaranteed, IN SOLIDO, by
Aviation and Marine, as the Guarantors; and
WHEREAS, the parties desire to amend and supplement the Loan Agreement
to revise the definition of the term "EBITDA".
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.
2. DEFINED TERMS REVISION. The definition of the term "EBITDA"
appearing in Section 1.1 on page 4 of the Loan Agreement is hereby deleted
and restated as follows:
"EBITDA" shall mean earnings before interest,
taxes, depreciation, and amortization, less
dividends or distributions. To calculate EBITDA
for calendar quarters ending prior to December 31,
1998, net income for the four (4) calendar
quarters shall be annualized.
3. REPRESENTATION: NO DEFAULT. On and as of the effective date
hereof, and after giving effect to this First Amendment, Omni 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 First Amendment. Omni and the
Guarantors also represent and warrant that no Default or Event of Default
has occurred and is continuing under the Loan Agreement.
4. 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 Omni to Bank.
5. PAYMENT OF EXPENSES. Omni agrees to pay or reimburse Bank for
all legal fees and expenses of counsel to Bank in connection with the
transactions contemplated by this First Amendment.
6. WAIVER OF DEFENSES. In consideration of the Bank's execution of
this First Amendment, Omni and the Guarantors do hereby irrevocably waive
any and all claims and/or defenses to payment on any indebtedness owed by
any of them to the Bank that may exist as of the date of execution of this
First Amendment.
7. AMENDMENTS. THE LOAN AGREEMENT AND THIS FIRST 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, OMNI, MARINE, AND AVIATION.
THE LOAN AGREEMENT, AS AMENDED BY THIS FIRST 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 OMNI,
AVIATION, MARINE, AND THE BANK, WITH RESPECT TO THE MATTERS HEREIN SET
FORTH. THE LOAN AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, MAY NOT BE
MODIFIED OR AMENDED EXCEPT BY A WRITING SIGNED AND DELIVERED BY OMNI,
AVIATION, MARINE AND THE BANK.
8. GOVERNING LAW: COUNTERPARTS. This First Amendment shall be
governed by and construed in accordance with the laws of the State of
Louisiana. This First Amendment may be executed in any number of
counterparts, all of which counterparts, when taken together, shall
constitute one and the same instrument.
9. CONTINUED EFFECT. Except as expressly modified herein, the Loan
Agreement shall continue in full force and effect. The Loan Agreement as
amended herein is hereby ratified and confirmed by the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this First
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: David E. Crays
Title: CFO and Vice President
AMERICAN AVIATION L.L.C.
BY: OMNI ENERGY SERVICES CORP.,
AS SOLE MEMBER
By:_____________________________________
Name: David E. Crays
Title: CFO and Vice President
OMNI MARINE & SUPPLY, INC.
By:____________________________________
Name: David E. Crays
Title: CFO and Vice President
HIBERNIA NATIONAL BANK
By:_____________________________________
Name: Tammy M. Angelety
Title: Assistant Vice President
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