Shawn L. Rice Uses in Liens securing the Junior Secured Facility to the extent permitted pursuant to the Term B Subordination Agreement; and Clause

Liens securing the Junior Secured Facility to the extent permitted pursuant to the Term B Subordination Agreement; and from Amendment to Credit Agreement

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (Amendment) is entered into as of August 29, 2005, by and among (a) (i) OMNI ENERGY SERVICES CORP., a Louisiana corporation (Omni), and (ii) TRUSSCO, INC., a Louisiana corporation (Trussco, Omni and Trussco are hereinafter sometimes referred to individually or collectively as Borrower or Borrowers), (b) (i) OMNI ENERGY SERVICES CORP.-MEXICO, a Louisiana corporation (Mexico), (ii) OMNI PROPERTIES CORP, a Louisiana corporation (Omni Properties), (iii) OMNI OFFSHORE AVIATION CORP., a Louisiana corporation (Offshore Aviation), (iv) OMNI SEISMIC AVIATION CORP., a Louisiana corporation (Seismic Aviation), (v) OMNI ENERGY SEISMIC SERVICES CORP., a Louisiana corporation (Seismic Services), (vi) TRUSSCO PROPERTIES, L.L.C., a Louisiana limited liability company (Trussco Properties), and (vii) AMERICAN HELICOPTERS INC., a Texas corporation (American; Mexico, Omni Properties, Offshore Aviation, Seismic Aviation, Seismic Services, Trussco Properties and Ame

Liens securing the Junior Secured Facility to the extent permitted pursuant to the Term B Subordination Agreement; and. D) Subordinated Debt. Clause (d) of the definition of Subordinated Debt is hereby modified to read as follows: (d) from and after the closing of the Junior Secured Facility, the obligations thereunder; and (ii) Added Definitions. The following definitions are hereby added to Annex A in appropriate alphabetical order: (A) Junior Credit Agreement means that certain Credit Agreement dated as of the Second Amendment Closing Date, among Borrowers, Guarantors and ORIX Finance Corp., in form and substance acceptable to Agent in its sole discretion, as it may be amended, restated, or refinanced from time to time thereafter (but only to the extent that such amendments, restatements or refinancings are permitted under the Term B Subordination Agreement). (B) Junior Secured Facility means the subordinated secured credit facility among Borrowers, Guarantors and ORIX Finance Corp. entered into on the Second Amendment Closing Date, in form and substance acceptable to Agent in its sole discretion. (C) Second Amendment means that certain Second Amendment to Credit Agreement dated as of August 29, 2005, among Borrowers, the other Credit Parties party thereto, and Agent. (D) Second Amendment Closing Date means the date on which all of the conditions set forth in Section 4 of the Second Amendment have been satisfied. (E) Senior Management means James C. Eckert, G. Darcy Klug, Shawn L. Rice and any other person serving as chief executive officer, chief operating officer and chief financial officer of a Borrower, regardless of nominal title. (F) Term B Subordination Agreement means a subordination agreement between Agent, Revolver Lender and ORIX Finance Corp., in form and substance acceptable to Agent in its sole discretion. l. Disclosure Schedules.