Omni Energy Services Corp Sample Contracts

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI (July 16th, 2010)

CARENCRO, LA – July 15, 2010 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today announced that NASDAQ has granted the Company an extension of time to regain compliance with NASDAQ Rule 5250(c)(1) (the “Rule”). As previously disclosed by the Company on May 24, 2010, the Company received a standard notification from NASDAQ as a result of the failure to file the Company’s Form 10-Q for the period ended March 31, 2010 (“Form 10-Q”) as required under the Rule.

Omni Energy Services Corp – OMNI ANNOUNCES EXPIRATION OF “GO SHOP” PROVISION OF MERGER AGREEMENT WITH WELLSPRING (July 16th, 2010)

CARENCRO, LA – July 16, 2010 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today announced the expiration at 12:01 a.m. (EDT) on July 16, 2010, of the “go shop” period provided for in the previously disclosed Agreement and Plan of Merger dated June 3, 2010 (the “Merger Agreement”) by and among the Company, Wellspring OMNI Holdings Corporation, a Delaware corporation (“Parent”), and Wellspring OMNI Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), providing for the merger of Sub with and into the Company, with the Company surviving the merger as a subsidiary of Parent.

Omni Energy Services Corp – VOTING AGREEMENT (June 4th, 2010)

VOTING AGREEMENT, dated as of June 3, 2010 (this “Agreement”), by and among each of the Persons identified on Schedule I hereto (collectively, the “Stockholders”) and Wellspring OMNI Holdings Corporation, a Delaware corporation (“Parent”).

Omni Energy Services Corp – LIMITED GUARANTY (June 4th, 2010)

Limited Guaranty, dated as of June 3, 2010 (this “Limited Guaranty”), by Wellspring Capital Partners IV, L.P. (the “Guarantor”) in favor of OMNI Energy Services Corp., a Louisiana corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Company, Wellspring OMNI Holdings Corporation, a Delaware corporation (“Parent”), and Wellspring OMNI Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

Omni Energy Services Corp – VOTING AGREEMENT (June 4th, 2010)

VOTING AGREEMENT, dated as of June 3, 2010 (this “Agreement”), by and among each of the Persons identified on Schedule I hereto (collectively, the “Stockholders”) and Wellspring OMNI Holdings Corporation, a Delaware corporation (“Parent”).

Omni Energy Services Corp – VOTING AGREEMENT (June 4th, 2010)

VOTING AGREEMENT, dated as of June 3, 2010 (this “Agreement”), by and between Brian J. Recatto (the “Stockholder”) and Wellspring OMNI Holdings Corporation, a Delaware corporation (“Parent”).

Omni Energy Services Corp – AGREEMENT AND PLAN OF MERGER by and among WELLSPRING OMNI HOLDINGS CORPORATION, WELLSPRING OMNI ACQUISITION CORPORATION and OMNI ENERGY SERVICES CORP, June 3, 2010 (June 4th, 2010)

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2010 (this “Agreement”), is made and entered into by and among WELLSPRING OMNI HOLDINGS CORPORATION, a Delaware corporation (“Parent”), WELLSPRING OMNI ACQUISITION CORPORATION, a Delaware corporation (“Acquisition”), and OMNI ENERGY SERVICES CORP., a Louisiana corporation (the “Company”).

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI (May 26th, 2010)

CARENCRO, LA – May 24, 2010 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today disclosed, pursuant to NASDAQ® Rule 5810(b), that it has received a standard notification from NASDAQ as a result of the failure to file the Company’s Form 10-Q for the period ended March 31, 2010 (“Form 10-Q”) as required under NASDAQ’s Rule 5250(c)(1).

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI 4500 NE Evangeline Thwy • Carencro, LA 70520 • Phone • 337-896-6664 • Fax 337-896-6655 FOR IMMEDIATE RELEASE No.10-08 (May 11th, 2010)

CARENCRO, LA – May 5, 2010 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today reported a first quarter 2010 net loss of $0.8 million, $0.05 per diluted share, on revenues of $26.8 million, compared to a net income of $0.9 million, $0.04 per diluted share, on revenues of $34.9 million for the same period of 2009. The decrease in net income is due in large part to reduced activity in OMNI’s Seismic Services segment.

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI 4500 NE Evangeline Thwy • Carencro, LA 70520 • Phone • 337-896-6664 • Fax 337-896-6655 FOR IMMEDIATE RELEASE No.10-09 (May 11th, 2010)

CARENCRO, LA – MAY 7, 2010 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today announced that it has received notices from certain warrant holders for the exercise of warrants originally purchased pursuant to the terms of a Securities Purchase Agreement, dated as of May 17, 2005, as described in the Company’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2005. The exercise price of these warrants was $1.95 per share. Warrants to purchase an aggregate of 3,897,550 shares were exercised pursuant to their cashless exercise provisions resulting in 1,267,716 shares of Company common stock being issued. A warrant to purchase 100,000 shares was exercised for cash, resulting in an additional 100,000 shares of Company common stock being issued and the Company receiving cash of approximately $0.2 million. Specific information concerning the warrant exercises is set forth below.

Omni Energy Services Corp – OMNI ENERGY SERVICES CORP. FIFTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (April 5th, 2010)

This Fifth Amendment and Waiver to Loan Agreement (this “Amendment”) is entered into as of March 31, 2010, by and among OMNI ENERGY SERVICES CORP., a Louisiana corporation (“OMNI”), each Subsidiary Borrower of OMNI party hereto (collectively, the “Subsidiary Borrowers”, and OMNI and the Subsidiary Borrowers are collectively referred to as “Borrowers” and are each a “Borrower”), the other Credit Parties signatory hereto, the Requisite Lenders signatory hereto, and Fifth Third Bank, an Ohio banking corporation, as Agent (the “Agent”).

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI (March 19th, 2010)

CARENCRO, LA – MARCH 17, 2010 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today announced that it is correcting its previously announced 2010 guidance as it relates to earnings per share on a fully diluted basis. On March 15, 2010, OMNI announced its financial results for the year ended December 31, 2009 and provided guidance for 2010. On March 15, 2010, OMNI also filed with the Securities and Exchange Commission a Current Report on Form 8-K disclosing that OMNI would be making a presentation to the investment community at the 22nd Annual Roth OC Growth Stock Conference in Dana Point, CA and to various investor groups in the area. OMNI furnished the slides for the investor presentation materials as Exhibit 99.1 to the Form 8-K. In its press release, OMNI reported 2010 guidance as it relates to earnings per share on a fully diluted basis of a range from $0.14 to $0.16, while in its investor presentation materials OMNI provided guidance that the earnings per share on a fully diluted b

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI (March 19th, 2010)

CARENCRO, LA – MARCH 15, 2010 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today announced 2009 revenue of $122.4 million, a decrease of 36.8% compared to 2008. The 2009 net loss was $3.0 million, or a loss of $0.16 per diluted share, compared to a net loss for 2008 of $13.6 million, or a loss of $0.72 per diluted share. Earnings before interest, taxes, depreciation, amortization and impairment charge (“Adjusted EBITDA”, as defined below) totaled $19.1 million, a 47.5% year over year decrease. Net loss for 2009 was affected by non-cash charges which included a pre-tax goodwill impairment charge of $2.4 million related to the Company’s equipment leasing segment as well as a pre-tax charge for the impairment of fixed assets no longer in service of $0.2 million. The aggregate after-tax effect of these non-cash charges was $0.12 per fully diluted share. Excluding these non-cash charges, recorded in the fourth quarter, net loss for the year would have been $0.9 million and diluted loss pe

Omni Energy Services Corp – STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS UNDER THE EIGHTH AMENDED AND RESTATED OMNI ENERGY SERVICES CORP. STOCK INCENTIVE PLAN (February 12th, 2010)

The Option granted hereby is subject to the provisions of the Plan as in effect on the date hereof and as it may be amended. In the event any provision of this Agreement conflicts with such a provision of the Plan, the Plan provision shall control.

Omni Energy Services Corp – STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS UNDER THE EIGHTH AMENDED AND RESTATED OMNI ENERGY SERVICES CORP. STOCK INCENTIVE PLAN (February 12th, 2010)

The Option granted hereby is subject to the provisions of the Plan as in effect on the date hereof and as it may be amended. In the event any provision of this Agreement conflicts with such a provision of the Plan, the Plan provision shall control.

Omni Energy Services Corp – STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS UNDER THE EIGHTH AMENDED AND RESTATED OMNI ENERGY SERVICES CORP. STOCK INCENTIVE PLAN (February 12th, 2010)

The Option granted hereby is subject to the provisions of the Plan as in effect on the date hereof and as it may be amended. In the event any provision of this Agreement conflicts with such a provision of the Plan, the Plan provision shall control.

Omni Energy Services Corp – STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS UNDER THE EIGHTH AMENDED AND RESTATED OMNI ENERGY SERVICES CORP. STOCK INCENTIVE PLAN (February 3rd, 2010)

The Option granted hereby is subject to the provisions of the Plan as in effect on the date hereof and as it may be amended. In the event any provision of this Agreement conflicts with such a provision of the Plan, the Plan provision shall control.

Omni Energy Services Corp – RESTRICTED STOCK AGREEMENT JOHN HARRIS (January 15th, 2010)

This Restricted Stock Agreement (this “Agreement”) is made as of January 5, 2010 (the “Date of Grant”), between OMNI Energy Services Corp., a Louisiana corporation (the “Company”), and John Harris (“Employee”). The Company and the Employee have also executed an Employment Agreement, as amended, effective as of September 23, 2006 (the “Employment Agreement”).

Omni Energy Services Corp – RESTRICTED STOCK AGREEMENT LAWRENCE SHAW (January 15th, 2010)

This Restricted Stock Agreement (this “Agreement”) is made as of January 5, 2010 (the “Date of Grant”), between OMNI Energy Services Corp., a Louisiana corporation (the “Company”), and Lawrence Shaw (“Employee”). The Company and the Employee have also executed an Employment Agreement, as amended, effective as of February 28, 2007 (the “Employment Agreement”).

Omni Energy Services Corp – RESTRICTED STOCK AGREEMENT BRIAN RECATTO (January 15th, 2010)

This Restricted Stock Agreement (this “Agreement”) is made as of January 5, 2010 (the “Date of Grant”), between OMNI Energy Services Corp., a Louisiana corporation (the “Company”), and Brian Recatto (“Employee”). The Company and the Employee have also executed an Employment Agreement, as amended, effective as of November 1, 2008 (the “Employment Agreement”).

Omni Energy Services Corp – RESTRICTED STOCK AGREEMENT RON MOGEL (January 15th, 2010)

This Restricted Stock Agreement (this “Agreement”) is made as of January 5, 2010 (the “Date of Grant”), between OMNI Energy Services Corp., a Louisiana corporation (the “Company”), and Ron Mogel (“Employee”). The Company and the Employee have also executed an Employment Agreement, as amended, effective as of January 2, 2008 (the “Employment Agreement”).

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI (November 19th, 2009)

Carencro, LA – November 17, 2009 – OMNI Energy Services Corp. (NASDAQ GM: OMNI) announced today that it has successfully completed the initial offshore retrofit and installation of three of its I.M.P.A.C.T.TM separator cleaning tools. These retrofit installations are the first under OMNI’s two-year contract with Stone Energy Corp. (“Stone”) (NYSE: SGY), an oil and gas exploration and production company headquartered in Lafayette, La.

Omni Energy Services Corp – OMNI ENERGY SERVICES CORP. FOURTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (November 16th, 2009)

This Fourth Amendment and Waiver to Loan Agreement (this “Amendment”) is entered into as of November 13, 2009, by and among OMNI ENERGY SERVICES CORP., a Louisiana corporation (“OMNI”), each Subsidiary Borrower of OMNI party hereto (collectively, the “Subsidiary Borrowers”, and OMNI and the Subsidiary Borrowers are collectively referred to as “Borrowers” and are each a “Borrower”), the other Credit Parties signatory hereto, the Requisite Lenders signatory hereto, and Fifth Third Bank, an Ohio banking corporation, as Agent (the “Agent).

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI (November 16th, 2009)

Carencro, LA – November 16, 2009 – OMNI Energy Services Corp. (NASDAQ GM: OMNI) today announced that it has entered into an amendment to its senior secured credit facility (the “Facility”) maturing April 23, 2013, providing for a waiver of a violation of the Facility’s fixed charge coverage requirement of 1.25 to 1.00 for the twelve month period ended September 30, 2009 and each and every event of default arising solely from the violation.

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI (November 9th, 2009)

CARENCRO, LA – November 4, 2009 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today reported a third quarter 2009 net loss of $(0.8) million, or $(0.05) per diluted share, on revenues of $28.4 million, compared to net income of $4.1 million, or $0.15 per diluted share, on revenues of $53.3 million for the same period of 2008. The decrease in net income is mainly the result of reduced activity across all of OMNI’s business lines, except for Environmental Services, which has maintained activity levels consistent with the same quarter in the prior year.

Omni Energy Services Corp – OMNI Awarded Seismic Drilling Contract in the Marcellus Shale (October 23rd, 2009)

CARENCRO, LA – October 21, 2009 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) announced today that it has been awarded a contract with a leading seismic data acquisition company to perform a major seismic drilling project in the Marcellus Shale geographic region. The contract is expected to generate approximately $4 million in revenue. OMNI anticipates the contract will commence during the first quarter of 2010.

Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI 4500 NE Evangeline Thwy • Carencro, LA 70520 • Phone • 337-896-6664 • Fax 337-896-6655 FOR IMMEDIATE RELEASE No. 09-09 (September 11th, 2009)

CARENCRO, La. — September 8, 2009 — OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today announced it has signed a two-year contract to deploy three IMPACT automated cleaning units on an offshore production platform in the Gulf of Mexico. OMNI expects the retrofit and installation to be completed within the next two months.

Omni Energy Services Corp – EIGHTH AMENDED AND RESTATED OMNI ENERGY SERVICES CORP. STOCK INCENTIVE PLAN (June 2nd, 2009)
Omni Energy Services Corp – NEWS RELEASE Nasdaq: OMNI (May 5th, 2009)

CARENCRO, La., April 30, 2009 – OMNI ENERGY SERVICES CORP. (NASDAQ GM:OMNI) (the “Company” or “OMNI”) today announced plans to release financial results for the first quarter ended March 31, 2009, on Wednesday, May 6, 2009 after the close of markets in the United States. The Company will conduct a conference call at 2:00p.m. CDT on Thursday, May 7, 2009, to discuss the results with analysts, investors and other interested parties. Individuals who wish to participate in the conference call should dial (877) 419-6591, confirmation code 5498159, in the United States or (719) 325-4933, confirmation code 5498159, from outside the country.

Omni Energy Services Corp – MARK E. STIPE EMPLOYMENT AGREEMENT (March 13th, 2009)

This Employment Agreement (this “Agreement”) is made effective as of October 1, 2008, between OMNI Energy Services Corp., a Louisiana corporation (“OMNI”) and Mark E. Stipe, a resident of Lafayette, LA (“Employee”). In order to protect the goodwill of OMNI and in consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows:

Omni Energy Services Corp – RESTRICTED STOCK AGREEMENT BRIAN J. RECATTO (March 13th, 2009)

This Restricted Stock Agreement (this “Agreement”) is made as of February 3, 2009 (the “Date of Grant”), between OMNI Energy Services Corp., a Louisiana corporation (the “Company”), and Brian J. Recatto (“Employee”). The Company and the Employee have also executed an Employment Agreement effective as of December 1, 2008 (the “Employment Agreement”).

Omni Energy Services Corp – GREGORY B. MILTON EMPLOYMENT AGREEMENT (March 3rd, 2009)

This Employment Agreement (this “Agreement”) is made effective as of May 1, 2008 and is entered by OMNI Energy Services Corp. (“OMNI”), a Louisiana corporation, and Gregory B. Milton, a resident of Crowley, Louisiana (“Employee”). In order to protect the goodwill OMNI and in consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows:

Omni Energy Services Corp – OMNI ANNOUNCES CONTRACT AWARD AND SCHEDULES EARNINGS RELEASE AND CONFERENCE CALL (February 17th, 2009)

CARENCRO, LA – February 10, 2009 – OMNI ENERGY SERVICES CORP. (NASDAQ GM: OMNI) today announced that it has been awarded a significant project with a leading seismic data acquisition company. The project, expected to commence March 1, 2009, encompasses in excess of 5,000 holes, 85% of which are in the transition zone in Louisiana, and the balance being highland activity. The contract will generate approximately $2.5 million in revenue during the first and second quarter of 2009.

Omni Energy Services Corp – BRIAN J. RECATTO EMPLOYMENT AGREEMENT (December 17th, 2008)

This Employment Agreement (“Agreement”) is made effective as of December 1, 2008, between OMNI Energy Services Corp., a Louisiana corporation (“OMNI”) and Brian J. Recatto, a resident of Lafayette, Louisiana (“Employee”). In order to protect the goodwill of OMNI and in consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows:

Omni Energy Services Corp – INDUSTRIAL LIFT TRUCK AND EQUIPMENT, INC FINANCIAL STATEMENTS DECEMBER 31, 2007 (December 3rd, 2008)

We have audited the accompanying balance sheet of Industrial Lift Truck and Equipment, Inc. (a Louisiana corporation) (the Company) as of December 31, 2007, and the related statements of operations and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.