HEREBY
IRREVOCABLY WAIVE ANY AND ALL CLAIMS, CAUSES OF ACTION, AND/OR DEFENSES TO
PAYMENT ON ANY INDEBTEDNESS OWED BY ANY OF THEM TO THE BANK THAT MAY EXIST AS OF
PAGE 40 OF 42
THE DATE OF EXECUTION OF THIS AGREEMENT. FURTHER, BORROWER AND THE GUARANTORS
HEREBY AGREE THAT ALL DISPUTES AND CLAIMS WHATSOEVER OF ANY KIND OR NATURE WHICH
BORROWER AND/OR ANY OF THE GUARANTORS PRESENTLY HAS OR MAY HAVE AGAINST BANK,
WHETHER PRESENTLY KNOWN OR UNKNOWN, WHICH BORROWER AND/OR ANY OF THE GUARANTORS
COULD HAVE ASSERTED AGAINST BANK, ARE FULLY AND FINALLY RELEASED, COMPROMISED
AND SETTLED. BORROWER AND THE GUARANTORS, INDIVIDUALLY AND FOR THEMSELVES,
THEIR, SUCCESSORS IN INTEREST AND ASSIGNS, DO HEREBY EXPRESSLY RELEASE AND
FOREVER RELIEVE, DISCHARGE AND GRANT FULL ACQUITTANCE TO BANK FOR AND FROM ANY
AND ALL CAUSES OF ACTION, SUITS, CLAIMS, DEBTS, OBLIGATIONS OR LIABILITIES OF
ANY NATURE WHATSOEVER, KNOWN OR UNKNOWN, ALLEGED OR NOT ALLEGED, WHICH BORROWER
AND/OR ANY OF THE GUARANTORS HAS OR MAY HAVE AGAINST BANK, ITS AGENTS, OFFICERS,
EMPLOYEES, DIRECTORS AND SHAREHOLDERS AS OF THE DATE HEREOF. ACCEPTANCE OF THE
PROCEEDS OF EACH REVOLVING LOAN AFTER THE, DATE HEREOF SHALL CONSTITUTE A
RATIFICATION, ADOPTION AND CONFIRMATION BY BORROWER AND GUARANTORS OF THE
FOREGOING GENERAL RELEASE OF RELEASED CLAIMS AND LIABILITIES THAT ARE BASED IN
WHOLE OR IN PART ON FACTS, WHETHER OR NOT KNOWN OR UNKNOWN, EXISTING ON OR PRIOR
TO THE DATE OF RECEIPT OF ANY SUCH REVOLVING LOAN. THIS WAIVER AND RELEASE SHALL
BE CONSTRUED TO HAVE THE BROADEST POSSIBLE SCOPE.
Section 13.12. Headings.
Article and Section headings used in this Agreement are for convenience only and
shall not affect the construction of this Agreement.
[The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF
, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.
OMNI ENERGY SERVICES CORP.
BY:____________________________
Name: __________________________
Title:___________________________
AMERICAN AVIATION L.L.C.
By: Omni Energy Services Corp., as Sole Member
BY:____________________________
Name: _________________________
Title:___________________________
OMNI ENERGY SERVICES CANADA CORP.
BY:____________________________
Name: _________________________
Title: __________________________
OMNI ENERGY SERVICES -- ALASKA, INC.
BY:____________________________
Name: _________________________
Title:__________________________
HIBERNIA NATIONAL BANK
BY:____________________________
Name: Tammy M. Angelety
Title: Vice President
PAGE 42 OF 42