0001193125-05-179902 Sample Contracts

INTERCREDITOR AGREEMENT dated as of August 29, 2005, among GENERAL ELECTRIC CAPITAL CORPORATION and WEBSTER BUSINESS CREDIT CORPORATION, as Senior Agents and ORIX FINANCE CORP., as Junior Agent
Intercreditor Agreement • September 2nd, 2005 • Omni Energy Services Corp • Oil & gas field exploration services • New York

INTERCREDITOR AGREEMENT dated as of August 29, 2005, among GENERAL ELECTRIC CAPITAL CORPORATION, as agent for itself and the other Term A Secured Parties (as defined below) (in such capacity, the “Term A Agent”), WEBSTER BUSINESS CREDIT CORPORATION, as agent for itself and the other Revolver Secured Parties (as defined below) (in such capacity, the “Revolver Agent”) (for the avoidance of doubt, the agreements made herein by Term A Agent, for itself and on behalf of the Term A Secured Parties, and by Revolver Agent, for itself and on behalf of the Revolver Secured Parties, are several and not joint), and ORIX FINANCE CORP., as agent for itself and the other Junior Secured Parties (as defined below) (in such capacity, the “Junior Agent”).

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • September 2nd, 2005 • Omni Energy Services Corp • Oil & gas field exploration services

This Settlement Agreement and Mutual Release (the “Agreement”) is executed by and between OMNI ENERGY SERVICES CORP. and PORTSIDE GROWTH AND OPPORTUNITY FUND.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 2nd, 2005 • Omni Energy Services Corp • Oil & gas field exploration services • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is entered into as of August 29, 2005, by and among (a) (i) OMNI ENERGY SERVICES CORP., a Louisiana corporation (“Omni”), and (ii) TRUSSCO, INC., a Louisiana corporation (“Trussco,” Omni and Trussco are hereinafter sometimes referred to individually or collectively as “Borrower” or “Borrowers”), (b) (i) OMNI ENERGY SERVICES CORP.-MEXICO, a Louisiana corporation (“Mexico”), (ii) OMNI PROPERTIES CORP, a Louisiana corporation (“Omni Properties”), (iii) OMNI OFFSHORE AVIATION CORP., a Louisiana corporation (“Offshore Aviation”), (iv) OMNI SEISMIC AVIATION CORP., a Louisiana corporation (“Seismic Aviation”), (v) OMNI ENERGY SEISMIC SERVICES CORP., a Louisiana corporation (“Seismic Services”), (vi) TRUSSCO PROPERTIES, L.L.C., a Louisiana limited liability company (“Trussco Properties”), and (vii) AMERICAN HELICOPTERS INC., a Texas corporation (“American”; Mexico, Omni Properties, Offshore Aviation, Seismic Aviation, Seismic Services, Tr

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • September 2nd, 2005 • Omni Energy Services Corp • Oil & gas field exploration services

This Settlement Agreement and Mutual Release (the “Agreement”) is executed by and between OMNI ENERGY SERVICES CORP. and MANCHESTER SECURITIES CORP.

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