<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
of the
Forbearance Period. The issuer shall cause the
registration
statement
to continue in effect until such time that the Payee (and/or
its
nominee
and/or successor or assign) has disposed of all the Stock or
that
