OMNI ENERGY SERVICES CORP
SETTLEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>14
<FILENAME>h25767exv10w6.txt
<DESCRIPTION>SETTLEMENT AGREEMENT
<TEXT>
<PAGE>

                          UNITED STATES DISTRICT COURT
                          WESTERN DISTRICT OF LOUISIANA
                               LAFAYETTE DIVISION

OMNI ENERGY SERVICES CORP.            Section                      NO. CV05-0138
                                      Section
         VERSUS                       Section
                                      Section
MANCHESTER SECURITIES CORP.,          Section
ELLIOTT MANAGEMENT                    Section
CORPORATION, GEMINI INVESTMENT        Section                     JUDGE MELANCON
STRATEGIES, LLC, GEMINI MASTER        Section
FUND, LTD., PROVIDENT PREMIER         Section
MASTER FUND, LTD., PORTSIDE           Section              MAGISTRATE JUDGE HILL
GROWTH AND OPPORTUNITY FUND;          Section
and RAMIUS CAPITAL GROUP, LLC         Section
                                      Section
                                      Section

                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

      This Settlement Agreement and Mutual Release (the "Agreement") is executed
by and between OMNI ENERGY SERVICES CORP., Plaintiff (as defined below), and
MANCHESTER SECURITIES CORP. and ELLIOTT MANAGEMENT CORPORATION, Defendants (as
defined below). Accordingly, this Agreement does not settle, release or resolve
any claim or cause of action against PORTSIDE GROWTH AND OPPORTUNITY FUND,
RAMIUS CAPITAL GROUP, LLC, GEMINI INVESTMENT STRATEGIES, LLC, GEMINI MASTER
FUND, LTD., or PROVIDENT PREMIER MASTER FUND, LTD. (collectively, the "Other
Defendants").

                                   DEFINITIONS

      1. "Plaintiff" means OMNI ENERGY SERVICES CORP. and each of its agents,
representatives, employees, assigns, officers, directors, council members,
staff, affiliates, parent corporations or entities, owned or controlled
entities, agencies, predecessors, successors, and/or indemnitors.

      2. "Defendants" means MANCHESTER SECURITIES CORP. ("MANCHESTER") and
ELLIOTT MANAGEMENT CORPORATION ("ELLIOTT") and each of their respective agents,
representatives, employees, assigns, officers, directors, managers, members,
council members, shareholders, staff, affiliates, parent corporations or
entities, owned or controlled entities, agencies, predecessors, successors,
and/or indemnitors. "Defendants" does not include the Other Defendants.

      3. "Parties" means PLAINTIFF and Defendants jointly.

      4. The "Lawsuit" means the legal action filed by PLAINTIFF against
Defendants in Cause No. CV05-0138; OMNI ENERGY SERVICES CORP. v. PORTSIDE GROWTH
AND

<PAGE>

OPPORTUNITY FUND, et al, filed in the United States District Court, Western
District of Louisiana, Lafayette Division (the "Court").

      5. The "Securities Purchase Agreement" means that certain agreement dated
as of February 12, 2004, by and among PLAINTIFF, MANCHESTER and certain of the
Other Defendants. Pursuant to the terms of the Securities Purchase Agreement,
PLAINTIFF issued Debentures and Warrants to MANCHESTER.

      6. The "Second Securities Purchase Agreement" means that certain agreement
dated as of April 15, 2004, by and among PLAINTIFF, MANCHESTER and certain of
the Other Defendants. Pursuant to the terms of the Second Securities Purchase
Agreement, PLAINTIFF issued Debentures and Warrants to MANCHESTER.

      7. The "Amendment and Conditional Waiver Agreement" means that certain
agreement dated as of October 8, 2004, by and among PLAINTIFF, MANCHESTER and
certain of the Other Defendants. Pursuant to the terms of the Amendment and
Conditional Waiver Agreement, PLAINTIFF and MANCHESTER agreed to modify and
waive certain terms and conditions of the Securities Purchase Agreement, the
Second Securities Purchase Agreement and Debentures.

      8. The "Registration Rights Agreement" means that certain Amended and
Restated Registration Rights Agreement dated as of April 15, 2004, by and among
PLAINTIFF, MANCHESTER and certain of the Other Defendants (which amended and
restated in its entirety that certain Registration Rights Agreement dated as of
February 12, 2004, as amended by Amendment No. 1 to Registration Rights
Agreement dated as of April 15, 2004).

      9. The "Transaction" means all rights and responsibilities by and among
PLAINTIFF and MANCHESTER concerning or relating to the Securities Purchase
Agreement, the Second Securities Purchase Agreement, the Amendment and
Conditional Waiver Agreement, the Registration Rights Agreement, and/or the
issuance or right to the issuance of any Debentures or Warrants to MANCHESTER
under any of the foregoing.

      10. The "Debentures" means the 6.5% convertible debentures purchased from
PLAINTIFF by MANCHESTER pursuant to the terms of the Securities Purchase
Agreement and the Second Securities Purchase Agreement.

      11. "Common Stock" means the common stock, $.01 par value, of PLAINTIFF.

      12. The "Warrants" means the warrants to purchase shares of Common Stock
issued to MANCHESTER pursuant to the Securities Purchase Agreement and the
Second Securities Purchase Agreement.

      13. Certain other terms may be defined within the text of this Agreement
and those defined terms apply with equal force as if defined within this
section.

                                       2
<PAGE>

                             RECITALS AND AGREEMENTS

      WHEREAS, a controversy has arisen between the Parties concerning the
alleged short-swing trading in the Common Stock while the Defendants and the
Other Defendants, as an alleged "group," beneficially owned more than ten
percent of the Common Stock; and

      WHEREAS, the Parties wish to compromise and settle the Lawsuit as
described herein;

      NOW THEREFORE, in consideration of the premises, mutual covenants and
terms hereunder, the sufficiency of which consideration is hereby mutually
acknowledged by the Parties, the Parties hereby agree as follows:

      1. Settlement Terms. In consideration for and in exchange for entering
into this Agreement, the Parties agree to the following settlement terms.

            (a) PLAINTIFF agrees to seek Court approval of this Agreement and to
      dismiss MANCHESTER and ELLIOTT from the Lawsuit, with prejudice,
      immediately after execution of this Agreement, by filing the Plaintiffs'
      Unopposed Motion to Dismiss MANCHESTER SECURITIES CORP. and ELLIOTT
      MANAGEMENT CORPORATION With Prejudice (in the form attached hereto as
      Exhibit A) with the Court.

            (b) Simultaneously with the execution of this Agreement, in full
      satisfaction and extinguishment of the Debentures (including principal and
      accrued interest), PLAINTIFF will:

                  (i) issue MANCHESTER 1,000,000 unregistered shares of Common
            Stock pursuant to a conversion of Debentures having an outstanding
            principal balance equal to $1,700,000,00;

                  (ii) make MANCHESTER a cash payment equal to $2,000,000; and

                  (iii) execute and deliver to MANCHESTER a Subordinated Note
            (in the form attached hereto as Exhibit B) in an original principal
            amount equal to $2,148,960.18 (the "Subordinated Note").

      The cash payment to be made by PLAINTIFF under subsection (b)(ii) above
      shall be made by wire transfer of immediately available funds to an
      account specified by MANCHESTER. The shares of Common Stock shall be
      delivered to MANCHESTER pursuant to certificates denominated as requested
      by MANCHESTER. Upon MANCHESTER'S receipt of the items and amounts required
      to be delivered or paid as provided in this subsection (b), MANCHESTER
      shall deliver the original Debentures to PLAINTIFF, which shall be marked
      "Paid in Full," for cancellation. PLAINTIFF agrees that the cash payment
      to MANCHESTER represents the payment of principal on the Debentures and
      the Common Stock represents a conversion of the Debentures.

                                       3
<PAGE>

            (c) Subject to the performance by PLAINTIFF of all of its
      obligations in subsections (a) and (b) above, PLAINTIFF and MANCHESTER
      hereby agree that all of the rights, duties and obligations of either
      party to the other under the Securities Purchase Agreement, the Second
      Securities Purchase Agreement, the Registration Rights Agreement, the
      Amendment and Conditional Waiver Agreement and the Debentures are hereby
      terminated. The Warrants shall remain in full force and effect and shall
      not be modified by this Agreement.

            (d) PLAINTIFF and MANCHESTER agree to execute the form of 2005
      Registration Rights Agreement (Manchester Securities Corp.) attached
      hereto as Exhibit C (the "2005 Registration Rights Agreement"),
      simultaneously with the execution of this Agreement, in order to provide
      MANCHESTER certain rights relating to the registration of shares of Common
      Stock issued to MANCHESTER pursuant to Section 1(b)(i) above and which may
      be issued to MANCHESTER under the Subordinated Note or upon exercise of
      the Warrants. PLAINTIFF and MANCHESTER agree that, as between themselves,
      the Registration Rights Agreement is of no further force or effect.

            (e) The Parties shall agree on the terms of a press release and
      PLAINTIFF shall issue such press release on the business day immediately
      following the effective date of this Agreement, announcing the dismissal,
      with prejudice, of the Lawsuit against MANCHESTER and ELLIOTT and
      describing the other terms of this Agreement. In addition, PLAINTIFF shall
      file a Current Report on Form 8-K with the Securities and Exchange
      Commission within four business days of the effective date of this
      Agreement describing the terms of this Agreement and attaching this
      Agreement, the form of Subordinated Note and the 2005 Registration Rights
      Agreement as exhibits.

            (f) MANCHESTER hereby agrees to execute, simultaneously with the
      transactions contemplated by this Agreement, two subordination agreements,
      satisfactory in form and substance to General Electric Capital
      Corporation, as agent ("GECC"), and Webster Business Credit Corporation,
      respectively, subordinating (on the terms and to the extent provided in
      such subordination agreements) the indebtedness evidenced by the
      Subordinated Note to the indebtedness of the PLAINTIFF and its
      subsidiaries to General Electric Capital Corporation and Webster Business
      Credit Corporation ("Webster").

            (g) PLAINTIFF and MANCHESTER agree to designate an entity to serve
      as escrow agent hereunder (the "Escrow Agent"), and to enter into an
      escrow agreement, in substantially the form of Exhibit D hereto (the
      "Escrow Agreement"). Pursuant to the terms of the Escrow Agreement,
      PLAINTIFF shall at all times, until the payment in full of the
      Subordinated Note, have deposited with the Escrow Agent that number of
      shares of its Common Stock which is equal to the amounts that would be
      required for two quarterly payments under the Subordinated Note, if such
      payments were to be paid in Common Stock in accordance with the formula
      set forth in Section 8 of the Subordinated Note; provided that the minimum
      number of shares deposited (at the time of such deposit) shall be equal to
      at

                                       4
<PAGE>

      least two times the amount of the next quarterly payment under the
      Subordinated Note, divided by 75% of the trailing 90-day average closing
      price of the Common Stock. The Escrow Agent shall deliver to MANCHESTER
      certificates representing a quarterly payment in shares of Common Stock
      promptly after receipt of a certificate from MANCHESTER delivered after
      the due date for a quarterly payment under the Subordinated Note that such
      share payment is due and owing to it because (x) MANCHESTER has received a
      written notice from GECC or Webster that a default by PLAINTIFF on the
      indebtedness of PLAINTIFF to GECC or Webster has occurred (other than a
      default arising from PLAINTIFF'S failure to pay any amount due to GECC or
      Webster under the terms of such indebtedness), (y) the due date for the
      payment under the Subordinated Note shall have arrived or passed and (z)
      MANCHESTER has elected to receive such payment in shares of Common Stock.
      In the event that a payment of Common Stock is made to MANCHESTER pursuant
      to the Escrow Agreement, then PLAINTIFF shall deposit additional shares of
      Common Stock based upon current application of the formula contained in
      the Subordinated Note, subject to the minimum amount calculation provided
      above.

            (h) PLAINTIFF and MANCHESTER agree to execute the form of Voting
      Agreement attached hereto as Exhibit E, simultaneously with the execution
      of this Agreement, in order to assign the right to vote the shares of
      Common Stock issued to MANCHESTER under subsection (b)(i) and the shares
      of Common Stock issuable, in certain events, to MANCHESTER under the
      Subordinated Note to an executive officer of PLAINTIFF, until such shares
      of Common Stock have been sold by MANCHESTER.

            (i) The Parties acknowledge that this Agreement is made as a
      compromise and settlement to avoid further expense and to terminate for
      all time the controversy between them. None of the Parties admits or
      concedes any liability or wrongdoing of any kind or character.

            (j) It is expressly agreed by the Parties that in the event
      PLAINTIFF files for protection under the United States Bankruptcy Code,
      MANCHESTER shall retain its original claim(s) for the full amount due and
      owing to it under the Debentures as of the date of this Agreement (reduced
      for any payments made (whether by payment of cash or delivery of equity
      securities) pursuant to subsection (b) above or hereafter and not
      disallowed) under the Debentures. It is the intention of the Parties that
      if PLAINTIFF files for bankruptcy protection, MANCHESTER may proceed to
      collect the entire amount owed to it under the Debentures (principal and
      accrued interest less any payments actually received and not disallowed,
      whether as a "voidable preference," "fraudulent conveyance" or otherwise).
      The Parties expressly represent that they do not intend this provision to
      be subject to challenge or invalidation as an "ipso facto" clause under
      Section 365(e) of the Bankruptcy Code.

      2. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Securities and Exchange Commission (the
"Commission") which permit the sale to the public of the shares of Common Stock
issued to MANCHESTER pursuant to Section 1(b)(i) above or upon exercise of the
Warrants, without registration, PLAINTIFF agrees to:

                                       5
<PAGE>

            (a) Make and keep public information available, as those terms are
      defined in Rule 144 under the Securities Act of 1933, as amended (the
      "Securities Act"), at all times that PLAINTIFF is subject to the reporting
      requirements of the Securities Act or the Securities Exchange Act of 1934,
      as amended (the "Exchange Act");

            (b) File with the Commission in a timely manner all reports and
      other documents required of PLAINTIFF under the Securities Act or the
      Exchange Act; and

            (c) So long as MANCHESTER owns any of the shares of Common Stock
      issued to MANCHESTER pursuant to Section 1(b) above, to furnish to
      MANCHESTER promptly upon request a written statement by PLAINTIFF as to
      its compliance with the reporting requirements of RULE 144, and of the
      Securities Act and the Exchange Act, a copy of the most recent annual or
      quarterly report of PLAINTIFF, and such other reports and documents of the
      PLAINTIFF and other information as MANCHESTER may reasonably request in
      order to comply with any rule or regulation of the Commission allowing
      MANCHESTER to sell any such securities without registration.

PLAINTIFF represents and warrants to, and for the benefit of, MANCHESTER, that
PLAINTIFF has registered the Common Stock pursuant to Section 12 of the Exchange
Act, has been subject to the reporting requirements of Section 13 of the
Exchange Act for a period of at least 90 days immediately preceding the date of
this Agreement, and has filed all the reports required to be filed under the
Exchange Act during the 12 months preceding such date. PLAINTIFF further
represents that, for purposes of Rule 144(d), MANCHESTER may tack the holding
period of the Debentures to the holding period of the Common Stock issued to
MANCHESTER hereunder. PLAINTIFF shall cause to be issued any opinion of counsel
required in connection with any sale of Common Stock by MANCHESTER under Rule
144.

      3. Representations of MANCHESTER and ELLIOTT. MANCHESTER and ELLIOTT
hereby represent and warrant to, and for the benefit of, PLAINTIFF that:

            (a) MANCHESTER was the owner of $7,500,000.00 in original principal
      amount of Debentures and, as of the date of this Agreement, is the record
      and beneficial owner of $5,530,253.32 in principal amount of such
      Debentures; and

            (b) MANCHESTER and ELLIOTT have not filed or caused to be filed any
      legal action against PLAINTIFF as of the date of this Agreement.

      4. Release of Claims by PLAINTIFF. In exchange for receiving a release of
the indebtedness (including principal and accrued interest) evidenced by the
Debentures owned by MANCHESTER, and compliance with all terms set forth in this
Agreement, PLAINTIFF hereby voluntarily and knowingly releases and forever
discharges MANCHESTER and ELLIOTT and each of their respective predecessors,
agents, employees, officers, directors, managers, members, shareholders,
representatives, partners, successors and assigns, from all possible claims,
demands,

                                       6
<PAGE>

actions, causes of action, damages, costs or expenses and liabilities or
obligations whatsoever, known or unknown, anticipated or unanticipated,
suspected or unsuspected, fixed, contingent, or conditional, at law or in
equity, originating in whole or in part from the beginning of the world to the
date of this Agreement, which PLAINTIFF may now or hereafter have against
MANCHESTER or ELLIOTT and each of their respective predecessors, agents,
employees, officers, directors, managers, members, shareholders,
representatives, partners, successors and assigns, in their capacities as such,
and irrespective of whether any such claims arise out of contract, tort,
violation of law or regulations or otherwise, including, without limitation, the
exercise of any rights and remedies in the Lawsuit. Provided however, this
release of claims does not release, resolve, or discharge (i) any claim or cause
of action against Portside Growth and Opportunity Fund, Ramius Capital Group,
LLC, Gemini Investment Strategies, LLC, Gemini Master Fund, Ltd., or Provident
Premier Master Fund, Ltd., (ii) the enforcement of this Agreement, the
Subordinated Note, the 2005 Registration Rights Agreement, the Escrow Agreement
or the Voting Rights Agreement against PLAINTIFF or its agents or (iii)
PLAINTIFF'S or its agents' obligations under the terms of this Agreement, the
Subordinated Note, the 2005 Registration Rights Agreement, the Escrow Agreement
or the Voting Rights Agreement. PLAINTIFF shall not make any public statements
that contradict the foregoing or otherwise disparage MANCHESTER or ELLIOTT.

      5. Release of Claims by MANCHESTER and ELLIOTT. In exchange for receiving
a dismissal of the Lawsuit, with prejudice, satisfaction of the indebtedness
evidenced by the Debentures and compliance with all terms set forth in this
Agreement, each of MANCHESTER and ELLIOTT voluntarily and knowingly releases and
forever discharges PLAINTIFF and its predecessors, agents, employees, officers,
directors, managers, partners, successors and assigns, from all possible claims,
demands actions, causes of action, damages, costs or expenses and liabilities or
obligations whatsoever, known or unknown, anticipated or unanticipated,
suspected or unsuspected, fixed, contingent, or conditional, at law or in
equity, originating in whole or in part on or before the date of this Agreement,
which MANCHESTER or ELLIOTT may now or hereafter have against PLAINTIFF or any
of its predecessors, agents, employees, officers, directors, managers, partners,
successors and assigns, in their capacities as such, and irrespective of whether
any such claims arise out of contract, tort, violation of law or regulations or
otherwise, including, without limitation, the exercise of any rights and
remedies arising out of or under the Securities Purchase Agreement, the Second
Securities Purchase Agreement, the Registration Rights Agreement, the Amendment
and Conditional Waiver Agreement or the Debentures, but not including the
exercise of any rights and remedies arising out of or under the Warrants, this
Agreement, the Subordinated Note, the 2005 Registration Rights Agreement, the
Escrow Agreement or the Voting Rights Agreement. MANCHESTER and ELLIOTT shall
not make any public statements that contradict the foregoing or otherwise
disparage PLAINTIFF.

      6. Arms Length Negotiations. Each of the Parties acknowledges and agrees
that it has relied upon its own judgment, belief and knowledge of the existence,
nature and extent of each claim, demand or cause of action it may have against
any other Party because of the Securities Purchase Agreement, the Second
Securities Purchase Agreement, the Registration Rights Agreement, the Amendment
and Conditional Waiver Agreement, the issuance of any Debentures or Warrants,
the Transaction, and/or the Lawsuit, and as to each claim, demand or cause of
action that is hereby

                                       7
<PAGE>

settled, and that it has not been influenced to any extent in entering and
executing this Agreement by any representations or statements regarding any such
claims, demands or causes of action made by any other Party, except for the
warranties and representations stated herein. The Parties acknowledge and agree
that this Agreement is the product of arms-length negotiations. The Parties
further acknowledge and agree that nothing contained in this Agreement or the
2005 Registration Rights Agreement or any actions taken by the Defendants in
connection therewith shall be deemed an admission that the Defendants and the
Other Defendants are, or constitute, a "group" under Sections 13 and 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or created a
presumption that they are, or ever acted as, a "group" under Sections 13 and 16
of the Exchange Act.

      7. No Prior Assignment. The Parties warrant that there has not been any
assignment or transfer of any sort to any entity or person of any claim, demand
or cause of action settled herein, in whole or part.

      8. Authority to Execute this Agreement. Each of the Parties warrants that
it, or the person or entity signing upon behalf of the Party, has the full
power, authority and legal right to execute, deliver and perform the terms of
this Agreement and by virtue of its signature hereon, shall bind and obligate
the Party to this Agreement, to be valid and enforceable against the Party.

      9. No Oral Modification. No amendment to, or modification or waiver of,
any provision of this Agreement shall be effective unless the same shall be in
writing and signed by the Party or Parties against whom enforcement of the
amendment, modification or waiver is sought.

      10. No Other Warranties. Except as expressly set forth in this Agreement,
it is expressly understood and agreed that each of the Parties makes no
warranty, express or implied.

      11. Severability. If any portion or provision of this Agreement shall to
any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the application of such provision in such circumstances shall
be deemed modified to permit its enforcement to the maximum extent permitted by
law, and both the application of such portion or provision in circumstances
other than those as to which it is so declared illegal or unenforceable and the
remainder of this Agreement shall not be affected thereby, and each portion and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.

      12. Entire Agreement. This Agreement constitutes the full and complete
agreement between the Parties with respect to the subject matter of this
Agreement, or contemplated hereby, and there are no other oral or written
agreements, except those authorized by the terms herein, in relation to the
subject matter of this Agreement.

      13. Additional Documents and Representations.

            (a) All Parties agree to cooperate fully and execute any and all
      supplementary documents, including, but not limited to, PLAINTIFF'S Motion
      to Dismiss attached hereto as Exhibit A, the Subordinated Note attached
      hereto as Exhibit B, the 2005 Registration Rights

                                       8
<PAGE>

      Agreement attached hereto as Exhibit C, the Escrow Agreement attached
      hereto as Exhibit D, the Voting Agreement attached as Exhibit E, and the
      subordination agreements described in Section 1(f) above, to take all
      additional actions and execute and deliver all additional documents which
      may be necessary or appropriate to give full force and effect to the basic
      terms and intent of this Agreement.

            (b) PLAINTIFF acknowledges that MANCHESTER is entering into the
      subordination agreements described in Section 1(f) above, severally and
      not jointly with any of the Other Defendants, as an accommodation to GECC
      and Webster Business Credit Corporation, and neither the entry into or
      performance of such Subordination Agreements by MANCHESTER and certain of
      the Other Defendants, nor the taking of any action by any of them in
      connection with such Agreements shall be deemed to constitute MANCHESTER
      and such Other Defendants as a partnership, association, joint venture or
      any other kind of entity, or create any presumption or be used as evidence
      that MANCHESTER and such Other Defendants are acting in any way in concert
      or as a group.

            (c) PLAINTIFF represents and warrants to MANCHESTER and ELLIOTT
      that:

                  (i) after giving effect to the transactions contemplated by
            this Agreement, certain settlement agreements which may be entered
            into concurrently herewith with certain of the Other Defendants, the
            Indebtedness of PLAINTIFF (as that term is defined below), including
            PLAINTIFF'S indebtedness to GECC and Webster Business Credit
            Corporation, will be less than $52,346,462;

                  (ii) the Indebtedness of PLAINTIFF as of March 31, 2005, was
            approximately $42,701,000 (consisting of approximately $2,220,000 in
            insurance notes payable, $17,157,000 in equipment and real estate
            notes payable, $3,058,000 payable in connection with PLAINTIFF'S
            acquisition of Trussco, Inc., $9,170,000 payable to Webster Business
            Credit Corporation, and $11,097,000 payable to MANCHESTER and
            certain of the Other Defendants).

            (d) As used in this Agreement, "Indebtedness" means, with respect to
      PLAINTIFF and its consolidated subsidiaries collectively, but without
      duplication,

                  (i) all indebtedness of PLAINTIFF for borrowed money or for
            the deferred purchase price of property payment for which is
            deferred six (6) months or more, but excluding obligations to trade
            creditors incurred in the ordinary course of business that are
            unsecured and not overdue by more than six (6) months unless being
            contested in good faith,

                  (ii) all reimbursement and other obligations with respect to
            letters of credit, bankers' acceptances and surety bonds, whether or
            not matured,

                                       9
<PAGE>

                  (iii) all obligations evidenced by notes, bonds, debentures or
            similar instruments,

                  (iv) all indebtedness created or arising under any conditional
            sale or other title retention agreement with respect to property
            acquired by PLAINTIFF (even though the rights and remedies of the
            seller or lender under such agreement in the event of default are
            limited to repossession or sale of such property),

                  (v) all capital lease obligations and the present value
            (discounted at the index rate specified in the GECC Credit Agreement
            as in effect on the date hereof) of future rental payments under all
            synthetic leases,

                  (vi) all obligations of PLAINTIFF under commodity purchase or
            option agreements or other commodity price hedging arrangements, in
            each case whether contingent or matured,

                  (vii) all obligations of PLAINTIFF under any foreign exchange
            contract, currency swap agreement, interest rate swap, cap or collar
            agreement or other similar agreement or arrangement designed to
            alter the risks of PLAINTIFF arising from fluctuations in currency
            values or interest rates, in each case whether contingent or
            matured,

                  (viii) all Indebtedness referred to above secured by (or for
            which the holder of such Indebtedness has an existing right,
            contingent or otherwise, to be secured by) any lien upon or in
            property or other assets (including accounts and contract rights)
            owned by PLAINTIFF, even though PLAINTIFF has not assumed or become
            liable for the payment of such Indebtedness, and

                  (ix) the obligations owed to GECC.

      14. Multiple Originals. This Agreement may be executed in any number of
multiple originals by the different Parties hereto, each of which shall be
deemed to be an original and all of which when taken together shall constitute
one or more of the same instruments. No Party shall be bound by the terms of
this Agreement unless and until each Party has properly executed an original of
this Agreement.

      15. Effective Date. This Agreement shall be executed effective as of the
date of the final signature below.

      16. Headings. The paragraph headings used herein are for descriptive
purposes only and have no substantive meaning, nor shall they affect the terms
of this Agreement.

                                       10
<PAGE>

      17. No Contra Preferendum. Any ambiguity in this Agreement shall not be
construed against any party because PLAINTIFF and Defendants equally
participated by legal counsel of choice in the drafting of the Agreement.

      18. Voluntary and Informed Execution. The Parties mutually acknowledge and
represent that they have been fully advised by their respective legal counsel of
their rights and responsibilities under this Agreement, that they have read,
know and understand completely the contents hereof and that they have
voluntarily executed the same. PLAINTIFF represents and warrants that this
Agreement has been approved by the unanimous vote of the members of its Board of
Directors.

      19. Other Settlement Agreements. PLAINTIFF has not and shall not
compromise and settle the Lawsuit with any of the Other Defendants on terms and
conditions that are more favorable than the terms and conditions set forth
herein. In the event that PLAINTIFF offers more favorable terms and conditions
to any of the Other Defendants, either before or after the execution of this
Agreement, the same terms shall be offered to MANCHESTER and ELLIOTT for no
additional consideration and without condition.

      EXECUTED effective as of the 17th day of May, 2005.

                                             OMNI ENERGY SERVICES CORP.

                                             By: /s/ G. Darcy Klug
                                                 ------------------------------
                                             Name:  G. Darcy Klug
                                             Title: Executive Vice President

STATE OF LOUISIANA     Section
                       Section
PARISH OF LAFAYETTE    Section

      SUBSCRIBED AND SWORN TO before me on this the 13th day of May, 2005 to
certify which witness my hand and official seal.

                                             /s/ Monica Gibson
                                             ----------------------------------
                                             Notary Public - State of Louisiana
                                             My Commission Expires:  at death

                                       11
<PAGE>

                                             MANCHESTER SECURITIES CORP.

                                             By: /s/ Elliot Greenberg
                                                 ------------------------------
                                             Name: Elliot Greenberg
                                             Title: Vice President

STATE OF NEW YORK      Section
                       Section
COUNTY OF NEW YORK     Section

      SUBSCRIBED AND SWORN TO before me on this the 13th day of May, 2005 to
certify which witness my hand and official seal.

                                             /s/ Joanne P. Campbell
                                             ----------------------------------
                                             Notary Public - State of New York
                                             My Commission Expires: May 2, 2006

                                             ELLIOTT MANAGEMENT CORPORATION

                                             By: /s/ Paul Singer
                                                 ------------------------------
                                             Name: Paul Singer
                                             Title: President

STATE OF NEW YORK      Section
                       Section
COUNTY OF NEW YORK     Section

      SUBSCRIBED AND SWORN TO before me on this the 13th day of May, 2005 to
certify which witness my hand and official seal.

                                             /s/ Bonnie J. Loeb
                                             ----------------------------------
                                             Notary Public - State of New York
                                             My Commission Expires: December 31,
                                             2006

                                       12
</TEXT>
</DOCUMENT>
