Membership Interest Purchase And Sale Agreement

Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this " Agreement" ) made on this 16 th day of January, 2007, by and among OMNI Energy Services Corp., a Louisiana corporation (the " Buyer" ), BMJ Industrial Investments, L.L.C., a Texas limited liability company, (the " Company" or " BMJ" ), Charles Holston, Inc., a Louisiana corporation (the " Subsidiary" or " CHI" ), and Brian J. Recatto, Lawrence J. Shaw III and Matthew E. Miller, the members and owners of 100% of the equity and membership interests in BMJ (collectively the " Members" ).

WHEREAS, BMJ owns 100% of the issued and outstanding common stock of CHI (the " CHI Common Stock" ); WHEREAS, the Members own 100% of the membership interests and equity interests in BMJ (" Membership Interest" ); and WHEREAS the Members wish to sell and transfer to Buyer, which wishes to purchase and acquire from the Members, 100% of the Membership Interest in return for certain cash and other consideration as provided herein;

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 PURCHASE AND SALE

1.1 Basic Transaction. Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from each of the Members, and the Members agree to sell and convey to the Buyer, 100% of the Membership Interest for the consideration specified in Section 1.2.

1.2 Purchase Price. On the date of the closing of the transactions contemplated by this Agreement, and in consideration for the delivery of the Membership Interest, the Buyer agrees to pay and deliver or cause to be paid and delivered to the Members an aggregate of Twenty-Three Million and No/100 Dollars ($23,000,000.00) (the " Purchase Price" ), in accordance with the following:

a. On the Closing Date, Buyer shall pay or cause to be paid and deliver to or for the benefit of Members Seventeen Million Five Hundred Thousand and No/100 Dollars ($17,500,000.00) payable in cash, by wire transfer or other delivery of immediately available funds (the " Closing Cash Payment" ). The Closing Cash Payment shall be allocated among the Members in the manner set forth on Exhibit 1.2(a) hereto and wired pursuant to the instructions set forth on said Exhibit 1.2(a). The Closing Cash Payment together with the Five Hundred Thousand and No/100 Dollars ($500,000) cash earnest money deposit tendered on or about November 16, 2006, (the " Earnest Money Deposit" ) constitute the Eighteen Million and No/100 Dollars ($18,000,000.00) Total Cash Payment.

b. On the Closing Date, as part of the Purchase Price, Buyer shall issue and deliver to the Members a promissory note in the form attached as Exhibit 1.2(b) made by Buyer in the original principal amount of One Million and No/100 Dollars ($1,000,000.00) which shall bear simple interest at a rate of five (5%) percent per annum and shall have a term of twelve (12) months from the Closing Date (" Seller Note No. 1" ). After maturity the note shall bear simple interest at the rate of fifteen (15%) per annum. Accrued interest shall be paid monthly on the first (1 st ) day of each month following Closing. In the event Brian J. Recatto (" Recatto" ), Lawrence J. Shaw III (" Shaw" ) or Matthew E. Miller (" Miller" ) resigns his employment or consultancy with the Company (for any reason other than death or disability), materially breaches his Employment or Consulting Agreement, or is terminated for cause [as defined in the Employment Agreements attached as Exhibits 4.1(e)(1) and 4.1(e)(2) and in the Consulting Agreement attached as Exhibit 4.1(e)(3) ] prior to the maturity date of Seller Note No. 1, Seller Note No. 1 shall be surrendered by Members to Buyer and cancelled by Buyer in which event Members shall forfeit any and all right to the remaining unpaid balance of Seller Note No. 1. c. On the Closing Date, as part of the Purchase Price, Buyer shall issue and deliver to the Members a promissory note in the form attached as Exhibit 1.2(c) , made by Buyer in the original principal amount of Two Million and No/100 Dollars ($2,000,000.00) which shall bear simple interest at the rate of five (5%) percent per annum and shall have a term of twenty-four (24) months from the Closing Date (" Seller Note No. 2" ). After maturity the note shall bear simple interest at the rate of fifteen (15%) per annum. Accrued interest shall be paid monthly on the first (1 st ) day of each month following Closing. In the event Recatto or Shaw resigns his employment with the Company (for any reason other than death or disability), materially breaches his Employment Agreement, or is terminated for cause [as defined in the Employment Agreements attached as Exhibits 4.1(e)(1) and 4.1(e)(2)] prior to the maturity date of Seller Note No. 2, Seller Note No. 2 shall be surrendered by Members to Buyer and cancelled by Buyer in which event Members shall forfeit any and all right to the remaining unpaid balance of Seller Note No. 2. d. On the Closing Date, as part of the Purchase Price, Buyer shall issue and deliver to the Members a promissory note in the form attached as Exhibit 1.2(d) , made by Buyer in the original principal amount of Two Million and No/100 Dollars ($2,000,000.00) which shall bear simple interest at the rate of five (5%) percent per annum and shall have a term of thirty-six (36) months from the Closing Date (" Seller Note No. 3" ). After maturity the note shall bear simple interest at the rate of fifteen (15%) per annum. Accrued interest shall be paid monthly on the first (1 st ) day of each month following Closing. In the event Recatto or Shaw resigns his employment with the Company (for any reason other than death or disability), materially breaches his Employment Agreement, or is terminated for cause [as defined in the Employment Agreements attached as Exhibits 4.1(e)(1) and 4.1(e)(2)] prior to the maturity date of Seller Note No. 3, Seller Note No. 3 shall be surrendered by Members to Buyer and cancelled by Buyer in which event Members shall forfeit any and all right to the remaining unpaid balance of Seller Note No. 3.

2

e. Upon maturity, Members may convert all or any part of the unpaid principal balance of Seller Note No. 2 and/or Seller Note No. 3 into the common stock of Buyer (" OMNI Shares" ) at a per share price equal to the lesser of the then current market price of an OMNI Share or Nine and 24 /100 Dollars ($9. 24) per OMNI Share. Notwithstanding the foregoing, if Buyer desires to pay-off all or part of a note or notes early and has called a note or notes for redemption, the right to convert the note or notes into OMNI Shares shall be accelerated and will terminate at the close of business on the fifth business day prior to the day fixed as the date of redemption.

f. Seller Note No. 1, Seller Note No. 2 and Seller Note No. 3 shall be callable at any time at face value by Buyer during the term of the notes. Should Buyer elect to call or redeem Seller Note No. 2 or Seller Note No. 3, in whole or in part, by paying to Members all or part of the outstanding principal amount plus all unpaid interest to the date of redemption, Buyer shall give Members written notice thereof not less than fifteen (15) days prior to the date designated as the redemption date.

g. Seller Note No.1, Seller Note No. 2 and Seller Note No. 3 shall, at all times, be subordinate to Buyers senior lenders including any replacement, substitute or refinance lenders. Buyer' s current senior lenders are Webster Business Credit Corporation a New York corporation, and ORIX Finance Corp., a Delaware corporation.

h. On the Closing Date, the Buyer shall assume the current long term debt of CHI outstanding at such time (the " Closing Assumption of Debt" ). However, on the Closing Date, the long term debt shall be current in payment and shall not exceed Three Million Dollars ($3,000,000). 1.3 Closing. The closing of the transactions contemplated by this Agreement (" Closing" ) shall occur on or before February 15, 2007, effective January 1, 2007 (the " Closing Date" ).

a. The execution and delivery of all documents necessary to enter into the transactions contemplated by this Agreement shall take place at the offices of Gordon, Arata, McCollam Duplantis & Eagan, L.L.P., 400 East Kaliste Saloom Road, Suite 4200, Lafayette, Louisiana 70508, or such other place as the parties may mutually agree on the Closing Date.

b. At the Closing: (i) the Members will deliver the various certificates, instruments, and documents referred to in Section 4.1 below; (ii) Buyer will deliver the various certificates, instruments, and documents referred to in Section 4.2 below; (iii) the Buyer shall deliver to the Members the Purchase Price as described in Sections 1.2(a), 1.2(b), 1.2 (c) and 1.2 (d); and (iv) Members will deliver the certificates representing 100% of the Membership Interest together with completed stock powers transferring the Membership Interest to Buyer duly executed by such Members (collectively, the " Membership Interest Certificates" ).


3

1.4 No Assignments. No assignment, transfer or other disposition of record or beneficial ownership of any Membership Interest or shares of the CHI Common Stock may be made on or after the date hereof prior to Closing or termination of this Agreement.

1.5 Payment in Full Satisfaction of All Rights. The delivery of the Purchase Price consisting of the Closing Cash Payment, the Earnest Money Deposit, Seller Note No.1, Seller Note No. 2, Seller Note No. 3 and the Closing Assumption of Debt shall be deemed to be payment in full satisfaction of all rights pertaining to the Membership Interest, subject only to satisfaction of Seller Note Nos. 1, 2 and 3. ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties by the Company and Members. The Company and Members, solidarily, represent and warrant to the Buyer that the statements contained in this Section 2.1 are correct as to Company and Members as of the date of this Agreement and will be correct as to Company and Members as of the Closing Date and (as though made then), except as set forth in the disclosure schedule delivered by the Company and Members to the Buyer on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the " Company and Members Disclosure Schedule" ). The Company and Members Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Company and Members Disclosure Schedule that corresponds with that number; for example, references to " Schedule 2.1(d)" mean Section 2.1(d) of the Company and Members Disclosure Schedule. Notwithstanding anything herein to the contrary, each matter disclosed in either the Company and Members Disclosure Schedule or the Company and Subsidiary Disclosure Schedule shall be deemed responsive to all other Sections of the Agreement to which disclosure is required by the Company and Members and/or the Company.

a. Organization and Qualification . Members have the legal power and authority to own their membership and equity interests in BMJ. BMJ is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas, has the full right, power and legal authority and all licenses, permits, titles and authorizations necessary to own all of its properties and assets and to carry on its business as it is now being conducted. The copies of the BMJ Articles of Organization and Operating Agreement, as amended to date, which have been delivered to Buyer are complete and correct, and such instruments, as so amended, are in full force and effect. BMJ is duly qualified to do business and is in good standing in each jurisdiction where, to the reasonable belief of BMJ and Members, the failure to be so qualified would have a material adverse effect on BMJ, which foreign jurisdictions are listed in Schedule 2.2(a) . b. Authority Relative to Agreement . Company and Members have the full right, power and legal authority to execute and deliver this Agreement. Company and Members have the full right, power and legal authority to perform this Agreement and to consummate the transactions contemplated on its or his part hereby. No proceeding on the part of Company or Members, and no notice, consent, authorization, order or


4

approval of, filing or registration with, any governmental commission, board or other regulatory body or any bank, bonding company, lender, surety, customer, supplier, or any other person or entity whatsoever is required for or in connection with the execution and delivery of this Agreement by Company and Members. No proceeding on the part of Company or Members, and no notice, consent, authorization, order or approval of, filing or registration with, any governmental commission, board or other regulatory body or any bank, bonding company, lender, surety, customer, supplier, or any other person or entity whatsoever is required for or in connection with the performance by Company or Members of this Agreement and the consummation by Company or Members of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company and Members and is a valid and binding agreement of Company and Members, enforceable against Company and Members in accordance with its terms, except as such enforcement is subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights.

c. Non-Contravention . The execution, delivery and performance of this Agreement by Company and Members does not, and the consummation by such Company and Members of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or to the loss of a material benefit under, or result in the creation or imposition of any material lien, charge, pledge, security interest or other encumbrance upon any of the property or assets of Company or Members pursuant to any provision of, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which Company or Members are a party or by which any of such Company' s or Members' assets are bound. The execution, delivery and performance of this Agreement by Company and Members does not and the consummation by such Company and Members of the transactions contemplated hereby will not violate or conflict with any other restriction of any kind or character to which such Company or Members are subject or by which any of such Company' s or Members' assets may be bound. d. Ownership of CHI Common Stock . Company holds of record and owns beneficially the number of and percentage of shares of CHI Common Stock set forth next to its name in Schedule 2.1(d) . Company is, and as of the Closing Date, will be the sole and exclusive lawful owner of such shares of CHI Common Stock free and clear of all liens, claims, encumbrances and rights of others of any nature whatsoever, with full power to vote all such shares on any matter that may properly come before Company, and such Members may exercise such voting power on any matter without violation of the rights of any person. There are no rights, warrants or options outstanding with respect to such common stock, and Company has no obligation to deliver common stock of the Company or any of its Subsidiaries (as defined below) to any person as of the date hereof, at any time on or prior to either of the Closing Date, thereafter or as a result thereof or in connection therewith except as provided in this Agreement.

e. Ownership of BMJ Membership Interests . Members hold of record and own beneficially the percentage of membership interests and equity of BMJ set forth next


5

to their names in Schedule 2.1(e) . Members are, and as of the Closing Date, will be the sole and exclusive lawful owners of membership and equity interests in BMJ free and clear of all liens, claims, encumbrances and rights of others of any nature whatsoever, with full power to vote all such interests on any matter that may properly come before members of BMJ, and such Members may exercise such voting power on any matter without violation of the rights of any person. There are no rights, warrants or options outstanding with respect to such membership and equity interests, and Members have no obligation to deliver membership or equity interests in BMJ or any of its Subsidiaries (as defined below) to any person as of the date hereof, at any time on or prior to either of the Closing Date, thereafter or as a result thereof or in connection therewith except as provided in this Agreement.

2.2 Representations and Warranties by the Company, the Members and the Subsidiary. The Company, the Subsidiary and the Members, represent and warrant, solidarily, to the Buyer that the statements contained in this Section 2.2 are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then), except as otherwise set forth in the disclosure schedule delivered by the Company, the Members and the Subsidiary to the Buyer on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so amended or supplemented, the " Company Disclosure Schedule" ). The Company Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.2. References in Section 2.2 to a numbered schedule mean the section of the Company and Subsidiary Disclosure Schedule that corresponds with that number; for example, references to " Schedule 2.2(a)" mean Section 2.2(a) of the Company Disclosure Schedule. Notwithstanding anything herein to the contrary, each matter disclosed in either the Company and Members Disclosure Schedule or the Company Disclosure Schedule shall be deemed responsive to all other Sections of the Agreement to which disclosure is required by the Company and/or the Members; provided, however, that the responsiveness of such a disclosure matter to another Section of the Agreement and/or disclosure schedule is obvious. a. Organization and Qualification, etc. CHI is a corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana, has the full right, power and legal authority and all licenses, permits, titles and authorizations necessary to own all of its properties and assets and to carry on its business as it is now being conducted. The copies of the Subsidiary' s Articles of Incorporation, and Bylaws, as amended to date, which have been delivered to Buyer are complete and correct, and such instruments, as so amended, are in full force and effect. The Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where, to the reasonable belief of the Company, the Members and the Subsidiary, the failure to be so qualified would have a material adverse effect on the Subsidiary, which foreign jurisdictions are listed in Schedule 2.2(a) .

b. Common and Preferred Stock . The authorized common stock of the Subsidiary consists of 1000 shares of CHI Common Stock, of which 1000 shares of CHI Common Stock are validly issued fully paid and non-assessable. 1000 issued and outstanding shares are held of record by the Company and no shares are held in treasury. The Subsidiary will not issue any additional shares of CHI Common Stock or any Shares


6

of preferred stock between the date hereof through the Closing Date. No shares of the common stock or of the preferred stock of the Subsidiary have been issued in violation of the preemptive rights of any past or present shareholder. As of Closing, there shall be no outstanding subscriptions, shares of common stock, shares of preferred stock, calls, warrants, options, contracts, commitments, or demands relating to the common or preferred stock of the Subsidiary or other agreements of any character under which the Subsidiary would be obligated to issue or purchase shares of its common or preferred stock. As of Closing, there shall be no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Subsidiary. As of Closing, there is no voting agreement, voting trust, proxy, or other agreement or understanding with respect to the voting of the common or preferred stock or the equity interests of the Subsidiary. The Subsidiary has no commitments to issue or sell any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Subsidiary, any shares of its common or preferred stock and no securities or obligations evidencing any such rights are outstanding.

c. Subsidiaries . The Company does not, directly or indirectly, own or control more than ten percent (10%) of the voting securities, or serve as manager or general partner, of any corporation, firm, partnership, joint venture or other business entity other than CHI and CHI Labor, Inc. (collectively the " Subsidiaries" ) Neither the Company nor any Subsidiary owns or has any right or obligation to acquire any class of securities (including, without limitation, debt securities) issued by any person or entity and neither the Company nor any Subsidiary is a party to or bound to any partnership, joint venture, voluntary association, or other agreement with any person or entity for the conduct of any business.

d. Authority Relative to Agreement . The Subsidiary has the full right, power, and legal authority to execute and deliver this Agreement. The Subsidiary has the full right, power, and legal authority to perform this Agreement and to consummate the transactions contemplated on the part of the Subsidiary hereby. The execution and delivery by the Subsidiary of this Agreement and the consummation by the Subsidiary of the transactions contemplated on its part hereby have been duly authorized by its Board of Directors and the Company in its capacity as the holder of 100% of the issued and outstanding common stock in the Subsidiary. No proceeding on the part of the Subsidiary, and, no notice, consent, authorization, order or approval of, filing or registration with, any governmental commission, board or other regulatory body, or any bank, bonding company, lender, surety, customer, supplier, or any other person or entity whatsoever is required for or in connection with the Subsidiary' s execution and delivery of this Agreement. This Agreement has been duly executed and delivered by the Subsidiary and is a valid and binding agreement of the Subsidiary, enforceable against the Subsidiary in accordance with its terms, except as such enforcement is subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights.

e. Non-Contravention . The execution, delivery, and performance of this Agreement by the Subsidiary does not and the consummation by the Subsidiary of the transactions contemplated hereby will not (1) violate any constitution, statute, regulation,


7

rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, government agency, or court to which the Subsidiary or any of its assets is subject, (2) violate any provision of the Articles of Incorporation or Bylaws of the Subsidiary, or (3) violate or result in, with the giving of notice or the lapse of time or both, the violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any of the property of the Subsidiary pursuant to any provision of any mortgage, lien, lease, contract, agreement, license, or instrument to which the Subsidiary is a party or by which any of its assets are bound. The execution, delivery and performance of this Agreement by the Subsidiary does not, and will not, violate or conflict with any other restriction of any kind or character to which the Subsidiary is subject or by which any of its assets may be bound, and the same does not, and will not, constitute an event permitting termination of any such mortgage, lien, lease, agreement, license or instrument to which the Subsidiary is a party or by which any of its assets are bound. f. Financial Information . The Company and Members have previously furnished Buyer with true and complete copies of the balance sheets of the Company and the Subsidiary, as applicable, for the three calendar years ended December 31, 2005 and the related statements of income, retained earnings and cash flows for the thirty-six (36) months then ending. Company and Members have also furnished Buyer with true and complete copies of the unaudited financial compilations for the nine (9) months ended September 30, 2006 and will furnish Buyer with true and complete copies of the unaudited financial compilations for the twelve months ended December 31, 2006 prior to Closing. Such financial statements have been (and will be) prepared in conformity with GAAP consistently applied. Such financial statements present (and will present) fairly the financial position and results of operations of the Company and its consolidated Subsidiaries as of and for the respective periods then ended. The Company and its Subsidiaries do not have any liabilities or obligations of a type which should be included in or reflected as such in financial statements prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in such financial statements. Collectively, the financial statements are the " Company Financial Statements ." Copies of the Company Financial Statements are attached as Schedule 2.2(f) .

g. Absence of Certain Changes or Events . Since December 31, 2005, except to the extent described in Schedule 2.2(g) of the Company Disclosure Schedule, and except as expressly permitted by this Agreement or in connection with the transactions contemplated hereby: (1) neither the Company nor the Subsidiary has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business, except as set forth on Schedule 2.2(g)(1) ;


8

(2) neither the Company nor the Subsidiary has entered into any agreement, contract, lease, permit or license (or series of related agreements, contracts, leases, permits and licenses) either involving more than $35,000 or outside the ordinary course of business, except as set forth on Schedule 2.2(g)(2) ; (3) no party (including the Company and the Subsidiary) has breached, accelerated, terminated, modified, or canceled any agreement, contract, lease, permit or license (or series of related agreements, contracts, leases, permits and licenses) involving more than $35,000 to which the Company or the Subsidiary is a party or by which it is bound (" Company Contracts" ), except as set forth on Schedule 2.2(g)(3) ;

(4) neither the Company nor the Subsidiary has imposed or allowed any lien, encumbrance or security interest to be placed upon any of its assets, tangible or intangible (other than the Permitted Exceptions, as defined below); (5) neither the Company nor the Subsidiary has made any capital expenditure (or series of related capital expenditures) either involving more than $35,000 or outside the ordinary course of business except as shown on Schedule 2.2(g)(5) ;

(6) neither the Company nor the Subsidiary has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other corporation, partnership, limited liability company or other person (or series of related capital investments, loans, and acquisitions) either involving more than $100,000 or outside the ordinary course of business;

(7) neither the Company nor the Subsidiary has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $35,000 except as shown on Schedule 2.2(g)(7) ;

(8) neither the Company nor the Subsidiary has delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business;

(9) neither the Company nor the Subsidiary has canceled, compromised, satisfied, settled, waived, or released any right or claim (or series of related rights and claims) either involving more than $35,000 or outside the ordinary course of business; (10) neither the Company nor the Subsidiary has granted any lice ...