OMNI ENERGY SERVICES CORP
AGREEMENT RE: SERIES A CONVERTIBLE PREFERRED STOCK
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>d95609ex10-7.txt
<DESCRIPTION>AGREEMENT RE: SERIES A CONVERTIBLE PREFERRED STOCK
<TEXT>
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                                    AGREEMENT

         THIS AGREEMENT (the "Agreement") is entered into as of May 8, 2001 by
and between OMNI Energy Services Corp., a Louisiana corporation (the "Company"),
and the holders of Series A 8% Convertible Preferred Stock listed on the
signature page hereto (the "Shareholders").

         WHEREAS, the Shareholders own all the outstanding shares of Series A 8%
Convertible Preferred Stock, no par value per share (the "Series A Preferred"),
of the Company;

         WHEREAS, Section B(I) of Article III of the Articles of Incorporation,
as amended (the Articles of Incorporation, as amended or supplemented from time
to time, shall be referred to herein as the "Articles of Incorporation"), of the
Company sets forth the preferences, limitations and relative rights of the
Series A Preferred, including, without limitation, the Shareholders rights to
convert and to vote the shares of Series A Preferred;

         WHEREAS, the Company is issuing Series B 8% Convertible Preferred
Stock, no par value per share (the "Series B Preferred") pursuant to an
amendment to the Articles of Incorporation of the Company;

         WHEREAS, in connection with the issuance of the Series B Preferred, the
Company and the Shareholders wish to agree to certain amendments to Section B(I)
of Article III of the Articles of Incorporation to reflect (i) the change in the
conversion rights of the Series A Preferred, (ii) the reduction in the voting
rights of the Shareholders, and (iii) the waiver by the Shareholders of any
rights to accrue dividends on outstanding shares of the Series A Preferred from
April 1, 2001 to June 30, 2002; and

         WHEREAS, capitalized terms not defined herein shall have the meanings
given to them in the Articles of Incorporation.

         NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto hereby agree as follows:

         1. Amendment to Conversion Rights. Notwithstanding anything to the
contrary contained in the Articles of Incorporation or under Louisiana law, the
Shareholders hereby agree that, except as provided in Section (B)(I)(C)(iv)(3)
of the Articles of Incorporation, the outstanding shares of Series A Preferred
shall be convertible only in accordance with the conversion requirements set
forth in Section (B)(II)(C)(ii) of the Articles of Incorporation. For purposes
of clarity, the Series A Preferred will not be convertible until such time as
the EBITDA requirements in (B)(II)(C)(ii)(1) are satisfied (e.g., If $1,000,000
in EBITDA is generated above the Minimum EBITDA Threshold after April 1, 2002,
and the Preferred Liquidation Value of the Series A Preferred is $1,000, 2,000
shares of Series A Preferred Shall become convertible). After all of the Series
A Preferred becomes convertible in accordance with this Section 1, the Series B
Preferred shall become convertible in accordance with Section (B)(II)(C)(ii) of
the Articles of Incorporation. In addition, the Shareholders agree that they
will be subject to the


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terms of Section (B)(II)(C)(iii) of the Articles of Incorporation prior to the
conversion of any shares of Series A Preferred.

         2. Reduction in Voting Rights. Notwithstanding anything to the contrary
contained in the Articles of Incorporation or under Louisiana law, the
Shareholders agree that when voting their shares of Series A Preferred and
Series B Preferred together with all other classes of capital stock of the
Company owned by the Shareholders, the Shareholders' total voting power (with
respect to all classes of capital stock owned by the Shareholders, including the
Series A Preferred, Series B Preferred and Common Stock) shall not exceed
forty-nine percent (49%) of the total outstanding voting power of the Company.
For example, assume 5,000,000 shares of Common Stock are outstanding, 1,000
shares of Series A Preferred are outstanding, 1,000 Series B Voting Shares are
outstanding, and the holders of Series B Preferred and Series A Preferred own
1,000,000 shares of Common Stock of the Company. Assume further that the 1,000
shares of Series A Preferred are convertible into 1,333,333 shares of Common
Stock for voting purposes and that the Series B Voting Shares are convertible
into 800,000 shares of Common Stock for voting purposes. In this example, the
total voting power of the holders of Series B Preferred and Series A Preferred
will exceed forty-nine percent (49%) of the total outstanding voting power of
the Company. Therefore, the voting power of the holders of Series B Preferred
Stock and Series A Preferred shall be reduced such that their total voting power
(including the Common Stock) shall not exceed 49% of the voting power.

         3. Waiver of Dividends. By execution of this Agreement, the
Shareholders hereby waive any rights to dividends on the outstanding shares of
Series A Preferred accruing from April 1, 2001 to June 30, 2002, and hereby
agree that the payment or declaration of any dividends to the holders of Series
A Preferred under the Articles of Incorporation shall be subject to the prior
approval of the Company's senior lender.

         4. Ratification. Except as expressly amended by this Agreement, the
Articles of Incorporation shall remain in full force and effect. If there is a
conflict between the terms of this Agreement and the Articles of Incorporation,
the terms of this Agreement shall control.

         5. Multiple Counterparts. This Agreement may be executed in any manner
of multiple originals by the Company and the Shareholders, each of which shall
be deemed to be an original and all of which shall constitute collectively one
agreement.

         6. Successors. This Agreement shall be binding upon and inure to the
benefit of the Company and the Shareholders and their respective heirs,
devisees, administrators, executors, personal representatives, successors and
assigns.

         7. Choice of Law. THIS AGREEMENT IS GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF LOUISIANA,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


                            [SIGNATURE PAGE FOLLOWS]


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         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.


                                 OMNI ENERGY SERVICES CORP.


                                 By:
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


                                 ADVANTAGE CAPITAL PARTNERS VI LIMITED
                                 PARTNERSHIP

                                 By:    ADVANTAGE CAPITAL NOLA VI, L.L.C., its
                                        General Partner


                                 By:
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


                                 ADVANTAGE CAPITAL PARTNERS X LIMITED
                                 PARTNERSHIP

                                 By:    ADVANTAGE CAPITAL NOLA X, L.L.C., its
                                        General Partner


                                 By:
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


                                 ADVANTAGE CAPITAL PARTNERS V LIMITED
                                 PARTNERSHIP

                                 By:    ADVANTAGE CAPITAL ADVISORS, L.L.C., its
                                        General Partner


                                 By:
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


                                       3
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                                 ADVANTAGE CAPITAL PARTNERS VII LIMITED
                                 PARTNERSHIP

                                 By:    ADVANTAGE CAPITAL NOLA VII, L.L.C., its
                                        General Partner


                                 By:
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


                                 ADVANTAGE CAPITAL PARTNERS VIII LIMITED
                                 PARTNERSHIP

                                 By:    ADVANTAGE CAPITAL NOLA VIII, L.L.C., its
                                        General Partner


                                 By:
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


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