**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., AMERICANHELICOPTERS 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.,**asavings bank organized under the laws of the State of Texas (“Payee”), and is based on thefollowing recitals of fact.
R E C I T A L S:
     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 hereinshall have the same sense and meaning as in the Note), among the Maker and the Payee. As of theForbearance Date, the outstanding principal balance of the Note is Six Million, Five HundredThousand Dollars ($6,500,000.00) (the “Balance”). Unpaid interest continues to accrue according tothe terms of the Note, currently at the Default Rate. Additionally, the Maker is obligated forother fees, costs, and expenses in accordance with and as may be provided for in the LoanDocuments.
     B. As of the date of this Forbearance Agreement, an Event of Default exists underparagraph 7(a) of the Note as a result of the Maker’s failure to repay the Obligationsowing 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 availablerights and remedies arising as a result of the Existing Default and the Payee is willing toforebear from exercising such rights and remedies conditioned upon and subject to the terms andconditions set forth in this Forbearance Agreement.
A G R E E M E N T:
     For and in consideration of the mutual covenants herein, and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Maker and thePayee 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, contractualpart of this Forbearance Agreement.
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     2. Extension of Maturity, Forbearance and Limitations Thereof.
     (a) Subject to the terms and provisions of this Forbearance Agreement (includingwithout limitation, paragraph 6 and paragraph 7 hereof), the Payee herebyagrees to forbear from exercising any of its rights and remedies arising under the LoanDocuments or otherwise as a result of the Existing Default (the “Forbearance”) forthe period, and only for the period, commencing on the Forbearance Date through andincluding February 28, 2005 (the “Expiration Date”) or such earlier date on whichPayee’s agreement to forbear pursuant hereto terminates (such period being referred tohereinafter as the “Forbearance Period”).
     (b) Paragraph 2(a) of this Forbearance Agreement shall be limited strictly aswritten and this Forbearance Agreement does not constitute a forbearance with respect to anyEvent of Default other than the Existing Default and does not constitute a waiver of theExisting Default or any other Event of Default. In the event that prior to the end of theForbearance Period any further Event of Default occurs under the Note (i.e., other than theExisting Default) or if the Maker shall breach any provision of this Forbearance Agreementor any Loan Document, then the Payee shall have the right and option, in its sole discretionand without notice to the Maker, to terminate its agreement to forbear pursuant to thisForbearance Agreement and to exercise any and all of its rights and remedies under the LoanDocuments 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 additionalmaterial inducement to the Payee to enter into this Forbearance Agreement, the Maker herebyagrees that, except as expressly set forth herein with respect to the Forbearance during theForbearance Period, this Forbearance Agreement shall have no effect on, and shall not act asa waiver of, any Event of Default (including, without limitation, the Existing Default), orany rights or remedies resulting therefrom, whether now existing or hereafter arising, underthe terms and provisions of the Loan Documents or otherwise whether known or unknown by thePayee. The Payee expressly reserves the right to, and may, at its option, declare any otherEvent 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 ForbearanceAgreement shall not affect the priority of any Outstanding Lien. Nothing in this ForbearanceAgreement shall in any manner diminish, impair, or extinguish any of the Outstanding Liens or theLoan Documents or be construed as a novation in any respect. In addition, the Maker acknowledgesand agrees that this Forbearance Agreement constitutes a Loan Document and that the obligations ofthe Maker hereunder (including, without limitation, the obligation of Maker to repurchase theStock, as hereinafter defined, as provided in paragraph 7 (d) below) constitute Obligations securedby the Outstanding Liens.
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     4. Amounts Due. The Payee and the Maker acknowledge that, prior to giving effect toany payment or payments specified in this Forbearance Agreement, the aggregate outstanding unpaidprincipal balance of the Note is equal to the Balance, and accrued and unpaid interest on the Noteis equal to $198,972.04as of the Forbearance Date.
     5. Waivers of Makers. Each Maker waives any and all rights to other notice of paymentdefault or any other default, protest and notice of protest, dishonor, diligence in collecting andthe bringing of suit or arbitration proceedings against any party, notice of intention toaccelerate, notice of acceleration, demand for payment, and any other notices whatsoever regardingthe Obligations or any of the Loan Documents, and further waives any claims that any noticespreviously given are or were insufficient for any reason.
     6. Conditions Precedent. The following are conditions precedent to the effectivenessof this Forbearance Agreement:
     (a) Delivery. Before this Forbearance Agreement becomes effective and anyparty becomes obligated under it, the Payee shall have received fully executed originals ofthis Forbearance Agreement.
     (b) Reimbursement of the Payee’s Costs and Expenses; Receipt of Payments. ThePayee 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 bythe Payee in connection with this Forbearance Agreement, including but not limited tocharges 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. Theamount of Reimbursable Costs to be paid by Maker in order for this Forbearance Agreement tobecome effective is $22,000.00. All other Reimbursable Costs incurred by Payee shall bepaid by Maker as provided below and in the Loan Documents.
     (c) Payment of Interest and Principal. The Payee shall receive payment of anamount 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 ofthe Note.
     (d) Additional Information. The Payee shall have received such additionalagreements, certificates, documents, instruments, and information as the Payee or its legalcounsel may request to effect the Forbearance contemplated hereby.
     (e) All payments to be made by Maker to Payee as provided in the Note, this ForbearanceAgreement or any other Loan Document will be paid to Payee in accordance with Payee’s wiretransfer instructions attached hereto as Exhibit “A”.
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     7. Continuing Conditions. Payee’s agreement to forbear pursuant to this ForbearanceAgreement is conditioned upon the Maker’s compliance with each of the following conditions. TheMaker acknowledges and agrees that the Maker’s failure to fully comply with any of the followingconditions shall constitute a breach of the terms of this Forbearance Agreement which shall resultin the termination of the Payee’s agreement to forbear.
     (a) Obligation to Remain Current. The Maker shall remain current in thepayment of all interest and other fees and expenses as provided by the Note, any other LoanDocument and this Forbearance Agreement.
     (b) Applicable Interest Rates. Interest on the outstanding principal of theObligations shall be calculated at a per annum rate equal to the lesser of (x) the HighestLawful Rate or (y) the Default Rate.
     (c) Payments. In addition to the payments required by paragraphs 6 (b) and (c)above, on January 28, 2005, Maker shall pay to Payee an additional Two Hundred FiftyThousand Dollars ($250,000.00), with such payment being applied first to accrued and unpaidinterest on the Note and additional Reimbursable Costs, and with the balance of such paymentbeing applied to the unpaid principal balance of the Note. The remaining principal due onthe Note and all other amounts due to Payee pursuant to the Loan Documents are due andpayable on the last day of the Forbearance Period.
     (d) Payment in Stock; Obligation to Purchase. Subject to satisfaction of theconditions set forth below, the Maker’s obligation to pay all of the amounts required to bepaid 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 28, 2005 as provided above (but not theprincipal balance of the Note, and interest thereon, due and payable on the last day of theForbearance Period) may be satisfied by the delivery to the Payee, on the date the paymentin 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 asfully registered, unrestricted shares, by delivery to the Payee of privately issuedrestricted 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 onthe 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 eachcase rounded up to the next highest whole number of shares of Stock. If the shares of Stockare privately issued, restricted shares, Maker shall cause OMNI Energy Services Corp. toprepare and file a registration statement on Form S-3, or other appropriate form, toregister the resale of such Stock, and to use its best efforts to cause such registrationstatement to be declared effective on or before the last day of the Forbearance Period. Theissuer shall cause the registration statement to continue in effect until such time that thePayee (and/or its nominee and/or successor or assign) has disposed of all the Stock or thatit may be entitled to dispose of all of the Stock without any restrictions or limitationsunder the securities laws. On or prior to the Expiration Date, Payee may, with one businessday’s prior notice to Maker, require that Maker
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purchase the Stock issued to Payee as aforesaid by delivery to Payee by wire transferin same day funds U.S. Dollars equal to the value of such Stock valued at the higher of (x)the value determined under clauses (i) or (ii) of the preceding sentence or (y) the thencurrent market price of the Stock. The rights of Maker set forth in this paragraph (d) tomake the above-described payment to Payee by the delivery of the Stock is conditioned andcontingent upon Payee agreeing, at or prior to the time such Stock is offered to Payee, thatit will accept such Stock, and if Payee does not agree in writing to so accept such Stock,Maker shall have no right to make such payment by delivering such Stock to Payee and Payeewill have no obligation to accept such Stock. Payee may make its determination of whetherto accept such Stock in payment of the amounts due as set forth in this paragraph (d) inPayee’s sole discretion.
     (e) Notice of Payment. If Maker elects to pay all amounts due under the Note,the other Loan Documents and this Forbearance Agreement prior to the last day of theForbearance Period, Maker must give the Payee no less than 5 business days’ prior writtennotice of such payment. Once given, such notice will be irrevocable and the Note shall bedue and payable on the date prior to the last day of the Forbearance Period as provided insuch notice.
     8. Representations and Warranties. In order to induce the Payee to execute, deliver,and perform this Forbearance Agreement, the Maker warrants and represents to the Payee each andevery of the following:
     (a) This Forbearance Agreement is not being made or entered into with the actual intentto hinder, delay, or defraud any entity or person, and the Maker is solvent and is notbankrupt.
     (b) This Forbearance Agreement is not intended by the parties to be a novation of theLoan Documents and, except as expressly modified herein, all terms, conditions, rights, andobligations as set out in the Loan Documents are hereby reaffirmed and shall otherwiseremain in full force and effect as originally written and agreed.
     (c) No action or proceeding, including, without limitation, a voluntary or involuntarypetition for bankruptcy under any chapter of the United States Bankruptcy Code (the“Bankruptcy Code”), has been instituted by or against any Maker or threatenedagainst any Maker.
     (d) The execution of this Forbearance Agreement by the Maker and the performance by theMaker of its respective obligations hereunder will not violate or result in a breach orconstitute a default under any agreement to which it is a party.
     (e) All information provided by the Maker to the Payee prior to the Forbearance Date,including, without limitation, all representations and warranties made and given by anyMaker in the Loan Documents, all financial statements, balance sheets, and cash flowstatements, was, at the date of delivery, and is, as of the date hereof, true,
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accurate, and correct in all respects. The Maker recognizes and acknowledges that thePayee is entering into this Forbearance Agreement based in part on the financial informationprovided to the Payee by the Maker and that the truth and correctness of that financialinformation is a material inducement to the Payee in entering into this ForbearanceAgreement. During the term of this Forbearance Agreement, the Maker agrees to advise thePayee promptly in writing of any and all new information, facts, or occurrences which wouldin any way materially supplement, contradict, or affect any financial statements, balancesheets, cash flow statements, or similar items furnished to the Payee.
     (f) Other than the Existing Default, no Default or Event of Default under any LoanDocument has occurred and is continuing, and no event has occurred and is continuing which,with notice or the passage of time or both, would be a Default or an Event of Default.
     (g) The Maker lawfully possesses and holds a 100% ownership interest in all of theCollateral for the Obligations, free and clear of any Lien, defect, reservation of title, orconditional sales contract, and also of any security interest, other than the OutstandingLiens in favor of the Payee or Permitted Encumbrances. There is no financing statementaffecting any real, personal, tangible, or intangible property (“Property”) of theMaker on file in any public office except for financing statements in favor of the Payee andany relating to Permitted Encumbrances.
     (h) Since the inception of the Obligations, there have been no changes in theorganization, composition, material ownership, structure, or formation documents of anyMaker which has not been disclosed in writing to the Payee; in each state in which any Makerdoes business, it is properly licensed, in good standing, and, where required, in compliancewith fictitious name statutes.
     (i) Execution, delivery, and performance of this Forbearance Agreement, and anyinstrument or agreement required hereunder, are within each Maker’s powers, have been dulyauthorized, and do not conflict with any of its organizational papers.
     (j) The Loan Documents to which the Maker is a party, including this ForbearanceAgreement, are legal, valid, and binding agreements of the Maker, enforceable in accordancewith its respective terms, and any instrument or agreement required hereunder or thereunder,when executed and delivered, will be similarly legal, valid, binding, and enforceable; thisForbearance Agreement does not conflict with any law, agreement, or obligation by which theMaker is bound.
     9. Reaffirmation. Each Maker reaffirms all of its obligations under the LoanDocuments to which it is a party.
     10. Termination of Forbearance and Rights in the Event of Bankruptcy.
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     (a) Notwithstanding anything to the contrary in this Forbearance Agreement, theobligations of the Payee to forbear from exercising any of its rights and remedies arisingunder the Loan Documents or otherwise as a result of the Existing Default shall terminateupon the filing of any proceeding, voluntarily or involuntarily, under Title 11 of theUnited States Code or any other state or federal statute seeking the reorganization,liquidation or restructuring of any Maker, or the filing by any person of any legal,administrative or arbitration proceeding seeking the reorganization, liquidation,dissolution, restructuring, foreclosure, appointment of a receiver or transfer of control orpossession of the assets of any Maker for the benefit of a creditor. In the event of anysuch filing, all obligations, covenants, representations, warranties and releases of and/orgranted by the Maker, and the Maker’s shareholders shall remain in full force and effect.
     (b) All of the above terms and conditions have been freely bargained for and are allsupported by reasonable and adequate consideration and the provisions herein are materialinducements for the Payee entering into this Forbearance Agreement.
     11. Waiver of Claims and Defenses. To induce the Payee to enter into this ForbearanceAgreement, each Maker represents and warrants to Payee that as of the Forbearance Date there are noclaims or offsets against or defenses or counterclaims to their respective obligations under theLoan Documents, and each Maker waives any and all such claims, offsets, defenses, or counterclaimswhether known or unknown, arising prior to the Forbearance Date. Additionally, each Maker, onbehalf of itself and its shareholders/owners, hereby releases and agrees to hold the Payee, andeach of its legal representatives, successors, affiliates, parents, subsidiaries, predecessors,assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and currentofficers, directors, agents, attorneys, and employees, and their respective successors, assigns,heirs, executors, and administrators harmless from any and all claims, actions, suits, causes ofaction, accounts, judgments, agreements, promises, executions, debts, damages, demands, rights,obligations, liabilities, and controversies now in existence concerning or in connection with theNote, this Forbearance Agreement, or any other Loan Documents (collectively, the “Claims”)of every nature and description, at law or in equity, whether known or unknown, foreseen orunforeseen, and regardless of whether the Maker, or any other person hereafter discovers any factwhich may give rise to any of the Claims.
     12. Acknowledgments. Each Maker hereby acknowledges and agrees that:
     (a) No Future Obligations. The Payee has no obligation to make any additionalloan or extension of credit to or for the benefit of the Maker, and no obligation to extendthe maturity date of any credit extended to the Maker.
     (b) No Third Party Beneficiaries. This Forbearance Agreement is not intendedfor, and shall not be construed to be for, the benefit of any person not a signatory hereto.
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     13. Impairment/Security. Except as otherwise specifically set forth herein, the LoanDocuments shall each remain unaffected by this Forbearance Agreement and all such Loan Documentsshall remain in full force and effect. The Maker’s payment and performance of its variousobligations to the Payee under the Loan Documents (including, without limitation, this ForbearanceAgreement), including all extensions, amendments, renewals, or replacements thereof, continue to beand shall be secured by the Outstanding Liens. Nothing contained herein shall be deemed a waiverof any of the rights and remedies that the Payee may have against any Maker, or of the Payee’srights and remedies arising out of the Loan Documents.
     14. Severability. If any court of competent jurisdiction determines any provision ofthis Forbearance Agreement or any provision in any of the other Loan Documents to be invalid,illegal, or unenforceable, that portion shall be deemed severed from the rest, which shall remainin full force and effect.
     15. Attorneys’ Fees. If any lawsuit, reference, or arbitration is commenced whicharises out of or relates to the Obligations or any of the Loan Documents, the prevailing partyshall be entitled to recover from each other party such sums as the court, referee, or arbitratormay adjudge to be reasonable attorneys’ fees in the action, reference, or arbitration, in additionto costs and expenses otherwise allowed by law. In all other situations, including any matterarising out of or relating to any bankruptcy or insolvency proceeding, the Maker agrees to pay allof the Payee’s costs and expenses, including attorneys’ fees (including, without limitation, theallocated costs of in-house counsel), which may be incurred in enforcing or protecting the Payee’srights or interests. From the time(s) incurred until paid in full to the Payee, all such sumsshall bear interest at the rate specified in paragraph 7(b) hereof.
     16. Miscellaneous.
     (a) Counterparts. This Forbearance Agreement may be executed in a number ofidentical counterparts which, taken together, shall constitute collectively one agreement;but in making proof of this Forbearance Agreement, it shall not be necessary to produce oraccount for more than one such counterpart executed by the party to be charged.
     (b) Amendments, etc. Any future waiver, alteration, amendment, or modificationof any of the provisions of the Loan Documents or this Forbearance Agreement shall not bevalid or enforceable unless in writing and signed by all parties, it being expressly agreedthat neither the Loan Documents, nor this Forbearance Agreement can be modified orally, bycourse of dealing, or by implied agreement. Moreover, any delay by the Payee in enforcingits rights after a Default or an Event of Default shall not be a release or waiver of theDefault or the Event of Default and shall not be relied upon by the Maker as a release orwaiver of the Default or Event of Default. Except as specifically provided in thisForbearance Agreement, no express or implied consent to any further forbearance ormodifications involving any of the matters set forth in this
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Forbearance Agreement or otherwise shall be inferred or implied by the Payee’sexecution of this Forbearance Agreement or any other action of the Payee.
     (c) Successors and Assigns. This Forbearance Agreement shall be binding uponand shall inure to the benefit of the parties hereto, their heirs, executors,administrators, successors, legal representatives, and assigns; however, nothing containedherein will constitute Payee’s consent to any assignment or delegation of any rights, dutiesor obligations of any Maker hereunder or under the Note or any other Loan Document.
     (d) Headings. The headings of paragraphs in this Forbearance Agreement are forconvenience of reference only and shall not in any way affect the interpretation orconstruction of this Forbearance Agreement. As used herein, neuter pronouns include themasculine and feminine genders, and the singular includes the plural (and vice versa),unless the context otherwise requires.
     (e) Governing Law. **THIS FORBEARANCE AGREEMENT SHALL BE GOVERNED BY THE LAWS OFTHE STATE OF LOUISIANA AND FEDERAL LAW, AS APPLICABLE.**
     (f) Survival. The warranties and representations of the parties in thisForbearance Agreement shall survive the termination of this Forbearance Agreement.
     (g) Joint Preparation. The terms and conditions set forth in this ForbearanceAgreement are the product of joint draftsmanship by all parties, each being represented bycounsel, and any ambiguities in this Forbearance Agreement or any documentation preparedpursuant to or in connection with this Forbearance Agreement shall not be construed againstany of the parties because of draftsmanship.
     17. Time is of the Essence. Time is of the essence of this Forbearance Agreement andthe other Loan Documents.
     18. Further Performance. The Maker, whenever and as often as it shall be requested bythe Payee, shall execute, acknowledge, and deliver, or cause to be executed, acknowledged, anddelivered such further instruments and documents and to do any and all things as may be reasonablyrequested in order to carry out the intent and purpose of this Forbearance Agreement and the otherLoan Documents.
     19. Ratification and Confirmation of Loan Documents. The Maker hereby ratifies andconfirms each of the Loan Documents to which it is a party entered into prior to the ForbearanceDate, including its respective Collateral Documents, executed pursuant to the Note and agrees thatsuch Loan Documents continue to be legal, valid, binding, and enforceable in accordance with theirrespective terms except as amended pursuant to the terms hereof.
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     20. Integration. The Loan Documents, including this Forbearance Agreement, (a)integrate all the terms and conditions mentioned in or incidental to the Loan Documents, (b)supersede all oral negotiations and prior and other writings with respect to their subject matter,and (c) are intended by the parties as the final expression of the agreement with respect to theterms and conditions set forth in those documents, including this Forbearance Agreement, and as thecomplete and exclusive statement of the terms agreed to by the parties. If there is any conflictbetween the terms, conditions, and provisions of this Forbearance Agreement and those of any otheragreement or instrument, including the other Loan Documents, the terms, conditions, and provisionsof this Forbearance Agreement shall prevail. No supplement, modification, or amendment of thisForbearance Agreement or the other Loan Documents shall be effective unless in writing and signedby the Payee, and the Maker. **THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINALAGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ORSUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THEPARTIES. EXCEPT AS MODIFIED OR SUPPLEMENTED HEREBY, THE AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALLOTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION THEREWITH SHALL CONTINUE IN FULL FORCE ANDEFFECT.**
     IN WITNESS WHEREOF, the parties hereto have executed this Forbearance Agreement as of the datefirst above written.         **MAKER:**               **OMNI ENERGY SERVICES CORP.**   **OMNI ENERGY SERVICES CORP.-MEXICO**         By: /s/ G. Darcy Klug   By: /s/ G. Darcy Klug        G. Darcy Klug, Executive Vice President     G. Darcy Klug, Executive Vice President         **AMERICAN HELICOPTERS INC.**   **TRUSSCO, INC.**         By: /s/ G. Darcy Klug   By: /s/ G. Darcy Klug        G. Darcy Klug, Executive Vice President     G. Darcy Klug, Executive Vice President         **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      
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