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EXHIBIT 10.1
SECOND AMENDMENT TO FORBEARANCE AGREEMENT
THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (the "Second
Amendment")
is made and entered into as of April 26, 2005, 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. ("Payee").
RECITALS:
A. Maker and Payee have entered into that certain
Forbearance
Agreement, dated January 21, 2005 (as amended by that certain
First Amendment to
Forbearance Agreement dated as of March 15, 2005 between Maker
and Payee, the
"Forbearance Agreement"). Capitalized terms used in this Second
Amendment, if
not defined herein, shall have the meanings set forth for such
terms in the
Forbearance Agreement.
B. Pursuant to the Forbearance Agreement, Payee agreed to
forbear in
exercising certain of its rights in regard to the Note, as
defined therein, for
the period expiring on April 15, 2005 provided certain
conditions were
satisfied.
C. Maker has been unable to complete a refinancing of the
loan
evidenced by such Note and has requested that Payee agree to
again extend the
Forbearance Period and the Expiration Date, as such terms are
defined in the
Forbearance Agreement.
D. Payee has agreed to extend such Forbearance Period and
Expiration
Date again provided certain conditions are satisfied. One of the
conditions to
be satisfied is that this Second Amendment is entered into.
NOW, THEREFORE, for and in consideration of the premises, the
mutual
covenants and agreements herein contained, and other good and
valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged and
confessed by each of the parties hereto, Maker and Payee hereby
agree as
follows:
1. The Forbearance Agreement is amended to extend the
Expiration
Date from April 15, 2005 until earlier to occur of: (i) May
31, 2005 or (ii) the date of the consummation of the
refinancing of the loan evidenced by the Note on terms
acceptable to Payee.
2. In consideration for the agreement of Payee to so extend
the
Expiration Date, concurrently with the execution hereof,
Maker
is paying to Payee by wire transfer in accordance with the
wire transfer instructions attached as
1
SECOND AMENDMENT TO FORBEARANCE AGREEMENT by and among OMNI
ENERGY SERVICES
CORP., AMERICAN HELICOPTERS INC., OMNI ENERGY SERVICES
CORP.-MEXICO, TRUSSCO,
INC., and TRUSSCO PROPERTIES, LLC, and BEAL BANK, S.S.B.,
entered into as of
April 26, 2005.
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Exhibit "A" to the Forbearance Agreement, (i) all accrued
and
unpaid interest on the loan evidenced by the Note up to and
including April 26, 2005 equal to $109,053; (ii) $5,00
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