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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) $
