FORBEARANCE AGREEMENT

 

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                              FORBEARANCE AGREEMENT

 

            THIS FORBEARANCE AGREEMENT ("Forbearance Agreement"), effective as

of January 21, 2005 (the "Forbearance Date"), is made by and among OMNI ENERGY

SERVICES CORP., AMERICAN HELICOPTERS INC., OMNI ENERGY SERVICES CORP.-MEXICO,

TRUSSCO, INC., AND TRUSSCO PROPERTIES, LLC (collectively, "Maker" and each,

individually, a "Maker"), and BEAL BANK, S.S.B., a savings bank organized under

the laws of the State of Texas ("Payee"), and is based on the following recitals

of fact.

 

                                    RECITALS:

 

      A.  The Maker is indebted to the Payee under a Promissory Note dated as of

October 22, 2004 (the "Note"; capitalized terms used in this Forbearance

Agreement but not defined herein shall have the same sense and meaning as in the

Note), among the Maker and the Payee. As of the Forbearance Date, the

outstanding principal balance of the Note is Six Million, Five Hundred Thousand

Dollars ($6,500,000.00) (the "Balance"). Unpaid interest continues to accrue

according to the terms of the Note, currently at the Default Rate. Additionally,

the Maker is obligated for other fees, costs, and expenses in accordance with

and as may be provided for in the Loan Documents.

 

      B.  As of the date of this Forbearance Agreement, an Event of Default

exists under paragraph 7(a) of the Note as a result of the Maker's failure to

repay the Obligations owing to the Payee under the Note on the Final Maturity

Date (the "Existing Default").

 

      C.  The Maker has requested that the Payee temporarily forbear from

exercising its available rights and remedies arising as a result of the Existing

Default and the Payee is willing to forebear from exercising such rights and

remedies conditioned upon and subject to the terms and conditions set forth in

this Forbearance Agreement.

 

                                   AGREEMENT:

 

      For and in consideration of the mutual covenants herein, and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Maker and the Payee agrees as follows:

 

      1.  Recitals. The foregoing recitals are confirmed by the parties as true,

accurate, and correct and are incorporated herein by reference. The recitals are

a substantive, contractual part of this Forbearance Agreement.

 

FORBEARANCE AGREEMENT - Page 1

 

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      2.    Extension of Maturity, Forbearance and Limitations Thereof.

 

            (a)  Subject to the terms and provisions of this Forbearance

      Agreement (including without limitation, paragraph 6 and paragraph 7

      hereof), the Payee hereby agrees to forbear from exercising any of its

      rights and remedies arising under the Loan Documents or otherwise as a

      result of the Existing Default (the "Forbearance") for the period and only

      for the period, commencing on the Forbearance Date through and including

      March 15, 2005 (the "Expiration Date") or such earlier date on which

      Payee's agreement to forbear pursuant hereto terminates (such period being

      referred to hereinafter as the "Forbearance Period").

 

            (b)  Paragraph 2(a) of this Forbearance Agreement shall be limited

      strictly as written and this Forbearance Agreement does not constitute a

      forbearance with respect to any Event of Default other than the Existing

      Default and does not constitute a waiver of the Existing Default or any

      other Event of Default. In the event that prior to the end of the

      Forbearance Period any further Event of Default occurs under the Note

      (i.e., other than the Existing Default) or if the Maker shall breach any

      provision of this Forbearance Agreement or any Loan Document, then the

      Payee shall have the right and option, in its sole discretion and without

      notice to the Maker, to terminate its agreement to forbear pursuant to

      this Forbearance Agreement and to exercise any and all of its rights and

      remedies under the Loan Documents or otherwise arising as a result of such

      Event of Default or the Existing Default.

 

            (c)  Notwithstanding anything contained herein to the contrary, and

      as an additional material inducement to the Payee to enter into this

      Forbearance Agreement, the Maker hereby agrees that, except as expressly

      set forth herein with respect to the Forbearance during the Forbearance

      Period, this Forbearance Agreement shall have no effect on, and shall not

      act as a waiver of, any Event of Default (including, without limitation,

      the Existing Default), or any rights or remedies resulting therefrom,

      whether now existing or hereafter arising, under the terms and provisions

      of the Loan Documents or otherwise whether known or unknown by the Payee.

      The Payee expressly reserves the right to, and may, at its option, declare

      any other Event of Default, except as expressly set forth herein.

 

      3.  Liens. By this Forbearance Agreement, all liens, security interests,

assignments, superior titles, rights, remedies, powers, equities, and priorities

securing the Obligations (collectively, the "Outstanding Liens") are hereby

ratified and confirmed as valid, subsisting, and continuing to secure the

Obligations as amended to date, and this Forbearance Agreement shall not affect

the priority of any Outstanding Lien. Nothing in this Forbearance Agreement

shall in any manner diminish, impair, or extinguish any of the Outstanding Liens

or the Loan Documents or be construed as a novation in any respect. In addition,

the Maker acknowledges and agrees that this Forbearance Agreement constitutes a

Loan Document and that the obligations of the Maker hereunder (including,

without limitation, the obligation of Maker to repurchase the Stock, as

hereinafter defined, as provided in paragraph 7 (d) below) constitute

Obligations secured by the Outstanding Liens.

 

FORBEARANCE AGREEMENT - Page 2

 

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      4.  Amounts Due. The Payee and the Maker acknowledge that, prior to giving

effect to any payment or payments specified in this Forbearance Agreement, the

aggregate outstanding unpaid principal balance of the Note is equal to the

Balance, and accrued and unpaid interest on the Note is equal to $198,972.04 as

of the Forbearance Date.

 

      5.  Waivers of Makers. Each Maker waives any and all rights to other

notice of payment default or any other default, protest and notice of protest,

dishonor, diligence in collecting and the bringing of suit or arbitration

proceedings against any party, notice of intention to accelerate, notice of

acceleration, demand for payment, and any other notices whatsoever regarding the

Obligations or any of the Loan Documents, and further waives any claims that any

notices previously given are or were insufficient for any reason.

 

      6. Conditions Precedent. The following are conditions precedent to the

effectiveness of this Forbearance Agreement:

 

            (a)  Delivery. Before this Forbearance Agreement becomes effective

      and any party becomes obligated under it, the Payee shall have received

      fully executed originals of this Forbearance Agreement.

 

            (b)  Reimbursement of the Payee's Costs and Expenses; Receipt of

      Payments. The Payee shall have received reimbursement, in immediately

      available funds, of all unpaid fees, expenses and costs due from the Maker

      to the Payee, and all costs and expenses incurred by the Payee in

      connection with this Forbearance Agreement, including but not limited to

      charges for preparing, recording, and/or filing amendments to financing

      statements, appraisal, and legal fees and expenses of the Payee's counsel

      ("Reimbursable Costs") to the extent incurred by the Payee and submitted

      to the Maker for reimbursement. The amount of Reimbursable Costs to be

      paid by Maker in order for this Forbearance Agreement to become effective

      is $22,000.00. All other Reimbursable Costs incurred by Payee shall be

      paid by Maker as provided below and in the Loan Documents.

 

            (c)  Payment of Interest and Principal. The Payee shall receive

      payment of an amount equal to all accrued and unpaid interest on the Note

      as of the Forbearance Date (being $198,972.04) plus Two Hundred Fifty

      Thousand Dollars ($250,000.00) of principal of the Note.

 

            (d)  Additional Information. The Payee shall have received such

      additional agreements, certificates, documents, instruments, and

      information as the Payee or its legal counsel may request to effect the

      Forbearance contemplated hereby.

 

            (e)  All payments to be made by Maker to Payee as provided in the

      Note, this Forbearance Agreement or any other Loan Document will be paid

      to Payee in accordance with Payee's wire transfer instructions attached

      hereto as Exhibit "A".

 

FORBEARANCE AGREEMENT - Page 3

 

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      7.  Continuing Conditions. Payee's agreement to forbear pursuant to this

Forbearance Agreement is conditioned upon the Maker's compliance with each of

the following conditions. The Maker acknowledges and agrees that the Maker's

failure to fully comply with any of the following conditions shall constitute a

breach of the terms of this Forbearance Agreement which shall result in the

termination of the Payee's agreement to forbear.

 

            (a)  Obligation to Remain Current. The Maker shall remain current in

      the payment of all interest and other fees and expenses as provided by the

      Note, any other Loan Document and this Forbearance Agreement.

 

            (b)  Applicable Interest Rates. Interest on the outstanding

      principal of the Obligations shall be calculated at a per annum rate equal

      to the lesser of (x) the Highest Lawful Rate or (y) the Default Rate.

 

            (c)  Payments. In addition to the payments required by paragraphs 6

      (b) and (c) above, on January 27, 2005, Maker shall pay to Payee an

      additional Two Hundred Fifty Thousand Dollars ($250,000.00), with such

      payment being applied first to accrued and unpaid interest on the Note and

      additional Reimbursable Costs, and with the balance of such payment being

      applied to the unpaid principal balance of the Note. The remaining

      principal due on the Note and all other amounts due to Payee pursuant to

      the Loan Documents are due and payable on the last day of the Forbearance

      Period.

 

            (d)  Payment in Stock; Obligation to Purchase. Subject to

      satisfaction of the conditions set forth below, the Maker's obligation to

      pay all of the amounts required to be paid as provided in paragraphs 6 (b)

      and (c) and the Two Hundred Fifty Thousand Dollars ($250,000.00) payment

      required to be made on January 27, 2005 as provided above (but not the

      principal balance of the Note, and interest thereon, due and payable on

      the last day of the Forbearance Period) may be satisfied by the delivery

      to the Payee, on the date the payment in question is due, of fully

      registered, publicly traded, unrestricted common stock ("Stock") of OMNI

      Energy Services Corp., or, if Maker is unable to deliver such Stock as

      fully registered, unrestricted shares, by delivery to the Payee of

      privately issued restricted shares of Stock, in each case, registered in

      the name of Payee or its nominee, valued at the lesser of (i) the closing

      price of the Stock on the NASDAQ Stock Market on the last day the Stock

      was trading on such market prior to the due date of such payment or (ii)

      the opening price of the Stock on such market on the date such payment is

      due, in each case rounded up to the next highest whole number of shares of

      Stock. If the shares of Stock are privately issued, restricted shares.

      Maker shall cause OMNI Energy Services Corp. to prepare and file a

      registration statement on Form S-3, or other appropriate form, to register

      the resale of such Stock, and to use its best efforts to cause such

      registration statement to be declared effective on or before the last day