<PAGE>
                                                                    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.


<PAGE>


                  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) $5,000 to
                  reimburse Payee for certain costs and expenses it has incurred
                  in regard to the Note, the loan evidenced thereby and the
                  Forbearance Agreement; and (iii) a forbearance fee equal to
                  $60,000. The full and timely payment of such amounts by Maker
                  to Payee is a condition to the effectiveness of this Second
                  Amendment.

         3.       By its execution of this Second Amendment, Maker hereby
                  acknowledges and agrees that Payee has no obligation to make
                  any additional loan or extension of credit to or for the
                  benefit of Maker, no obligation to further extend the maturity
                  date of any credit extended to Maker, and no obligation to
                  enter into any additional renewals of the Forbearance
                  Agreement or any other forbearance agreement. Furthermore,
                  Maker hereby acknowledges that Payee has advised Maker that
                  Payee does not intend to enter into any future extension of
                  the Forbearance Period or any future modification of the
                  Forbearance Agreement.

         4.       The Maker shall not make, during the term of this Forbearance
                  Agreement, or agree to make, directly or indirectly, any
                  payment or other distribution (whether in cash, securities or
                  other property) on account of any Indebtedness (as defined in
                  the Note) not secured by a Lien (as defined in the Note) as of
                  the date hereof or any Equity Interest (as defined in the
                  Note) of any Maker except regularly scheduled payments of
                  trade payables in the ordinary course. The continued
                  effectiveness of the Forbearance Agreement is condition upon
                  the Maker's compliance with the foregoing covenant. The Maker
                  acknowledges and agrees that the Maker's failure to fully
                  comply with any of the terms of the Forbearance Agreement (as
                  amended hereby) and this Section 4 shall result in the
                  termination of the Forbearance Agreement without notice by the
                  Payee to the Maker.

         5.       The waiver and release of Claims set forth in Section 11 of
                  the Forbearance Agreement is remade for the benefit of Payee
                  as of the date of this Second Amendment.

         6.       Each Maker hereby affirms and confirms each covenant,
                  agreement, representation and warranty made by Maker in the
                  Forbearance Agreement and the Loan Documents, and without
                  limitation of the foregoing, Maker hereby ratifies and
                  confirms each of the Outstanding Liens, as such term is
                  defined in the Forbearance Agreement, and agrees all such
                  Outstanding Liens are valid, existing and continuing to secure
                  the Obligations, with the priority thereof provided in the
                  Loan Documents.


                                       2

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.


<PAGE>


         7.       Except as amended hereby, the Forbearance Agreement shall be
                  and continue in full force and effect.

         EXECUTED as of the day and year first above written.

                                            MAKER:

                                            OMNI ENERGY SERVICES CORP.


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


                                            OMNI ENERGY SERVICES CORP.-MEXICO


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

                                            AMERICAN HELICOPTERS INC.


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


                                            TRUSSCO, INC.


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


                                       3

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.


<PAGE>


                                            TRUSSCO PROPERTIES, LLC


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


                                            PAYEE:

                                            BEAL BANK, S.S.B.


                                            By:   /s/ William T. Saurenmann
                                                --------------------------------
                                                     William T. Saurenmann
                                                     Senior Vice President


                                       4

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.