8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

Date of Report (Date of earliest event reported): March 16, 2012

Omega Protein Corporation

(Exact name of registrant as specified in its charter)

Nevada	001-14003	76-0562134
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2105 CityWest Boulevard Suite 500 Houston, Texas	77042
(Address of principal executive offices)	(Zip Code)

(713) 623-0060

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

See Item 2.03 below.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 21, 2012 (the “Closing Date”), Omega Protein Corporation, a Nevada corporation (the “Company”), Omega Protein, Inc., a Virginia corporation that is the Company’s principal operating subsidiary (“OPI” and, together with the Company, the “Borrowers”), and certain subsidiaries of the Company (the “Guarantors” and, together with the Borrowers, the “Loan Parties”) entered into an Amended and Restated Loan Agreement (the “Loan Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”) for the lenders (currently Wells Fargo Bank, National Association and JP Morgan Chase Bank, N.A.) (collectively, the “Lenders”) pursuant to which the Lenders agreed to extend credit to the Borrowers in the form of loans (each a “Loan” and collectively, the “Loans”) on a revolving basis of up to $60.0 million (the “Commitment”). The Commitment includes a sub-facility for swingline loans up to an amount not to exceed $5.0 million, a sub-facility for standby letters of credit up to an amount not to exceed $15.0 million and an accordion feature that allows the Borrowers to increase the amount of the Commitment up to an additional $10.0 million, subject to the further commitments of the Lenders and other customary conditions precedent. The Loan Agreement amended and restated the Company’s existing senior secured credit facility with Wells Fargo Bank, National Association. On the Closing Date, no amounts were outstanding under the existing senior secured credit facility and approximately $3.3 million in letters of credit were issued primarily in support of the Loan Parties’ worker’s compensation insurance programs.

Set forth below are certain of the material terms of the Loan Agreement:

Interest: At the election of the Borrowers, any Loans will bear interest at the lesser of (a) the Base Rate (defined as a fluctuating rate equal to the highest of: (x) the rate of interest most recently announced by Agent as its “prime rate,” (y) a rate determined by Agent to be 1.50% above daily one month LIBOR (except during certain periods of time), and (z) the Federal Funds Rate plus 1.00%) plus the Applicable Margin (defined below), (b) a rate per annum determined by Agent to be equal to LIBOR in effect for the applicable interest period plus the Applicable Margin, or (c) the Maximum Rate (as defined in the Loan Agreement).

The Applicable Margin for Base Rate and LIBOR Loans will be established quarterly based upon the Consolidated Total Leverage Ratio for the Borrowers and their subsidiaries for four consecutive quarters ended on or immediately prior to the calculation date, as follows:

Level	Consolidated Total Leverage Ratio	LIBOR	Base Rate
Level I	Less than 1.00 to 1.00	1.50%	0.00%
Level II	Less than 2.00 to 1.00 but greater than or equal to 1.00 to 1.00	1.75%	0.25%
Level III	Less than 3.00 to 1.00 but greater than or equal to 2.00 to 1.00	2.00%	0.50%
Level IV	Greater than or equal to 3.00 to 1.00	2.25%	0.75%

From and after maturity, or such earlier date as all principal owing under the Loan Agreement becomes due and payable by acceleration or otherwise, or, at the option of the Required Lenders (as such term is defined in the Loan Agreement), during the existence of an event of default under the Loan Agreement, the outstanding principal balance of the Loans will bear interest at a rate equal to the lesser of (a) the Maximum Rate or (b) the Base Rate (including the Applicable Margin) plus 2% (or until expiration of the interest period for any LIBOR Loans then in effect at the LIBOR Rate (including the Applicable Margin) plus 2%).

Amortization: Accrued and unpaid interest on Loans that bear interest calculated by reference to the Base Rate (“Base Rate Loans”) will be due and payable in arrears on the last business day of each calendar quarter commencing March 30, 2012. Accrued and unpaid interest on Loans that bear interest at LIBOR (“LIBOR Loans”) will be payable at the end of the relevant one, two, three or six month interest period selected by the Borrowers, and if a six-month interest period is selected with respect to any Loan, at the end of three months from the making of the Loan. Accrued and unpaid interest shall also be due and payable at other times as may be specified in the Loan Agreement. All Loans then outstanding plus accrued but unpaid interest are due and payable at maturity.

Prepayment: Borrowers may prepay Loans at any time, in any amount. If the Borrowers prepay any LIBOR Loan prior to the end of the one, two, three or six month interest period established for such Loan, Borrowers shall pay to Lenders any loss or expense which may arise from such prepayment.

Collateral: All obligations of the Borrowers under the Loan Agreement are secured by a first and superior lien (subject to Permitted Liens, as defined in the Loan Agreement) against any and all assets of each of the Borrowers and the other Loan Parties (other than certain excluded property, including property pledged to secure loans from the national fisheries finance program).

Guaranty: All obligations of the Borrowers under the Loan Agreement are unconditionally guaranteed by the Guarantors.

Unused Commitment Fee: Borrowers agreed to pay Agent, on behalf of the Lenders, an unused commitment fee for the period commencing with the Closing Date to maturity, computed at the rate of 0.375% per annum on the average daily unused portion of the Commitment. The commitment fee will be payable quarterly in arrears.

Letter of Credit Commission: Borrowers also agreed to pay Agent, on behalf of the Lenders, a commission for issuing each letter of credit in the amount equal to the daily amount available to be drawn under such letter of credit multiplied by the Applicable Margin in effect from time to time with respect to revolving credit loans that are LIBOR Loans (determined on a per annum basis). Such commission will be payable quarterly in arrears.

Term: All Loans and all other obligations outstanding under the Loan Agreement shall be payable in full on March 21, 2017.

Covenants: The Loan Agreement requires the Loan Parties to comply with various affirmative and negative covenants affecting their businesses and operations, including:

• The Loan Parties will not be party to mergers, acquisitions or similar transactions where the aggregate consideration (other than equity interests in the Company), any assumption of indebtedness, deferred purchase price or earn-out payments paid by the Loan Parties during any fiscal year exceed the greater of $30.0 million or 15% of the Tangible Net Worth (as defined in the Loan Agreement) of the Borrowers.

• The Loan Parties will not in any single fiscal year spend or incur obligations (including the total amount of any capital leases) to acquire fixed assets in an amount exceeding the greater of $30.0 million or 15% of the sales of the Loan Parties collectively.

• The Loan Parties will not sell or otherwise dispose of assets (other than Permitted Distributions) in an amount exceeding $7.5 million in any fiscal year.

Financial Covenants: The Loan Agreement requires the Company to comply with the following financial covenants:

• The Company is required to maintain on a consolidated basis Tangible Net Worth equal to at least the sum of the following: (a) $150,000,000, plus (b) 50% of net income (if positive, with no deduction for losses) earned in each quarterly accounting period commencing after June 30, 2011, plus (c) 100% of the net proceeds from any Equity Interests (as defined in the Loan Agreement) issued after the date of the Loan Agreement, plus (d) 100% of any increase in stockholders’ equity resulting from the conversion of debt securities to Equity Interests after the Closing Date.

• The Company is required to maintain on a consolidated basis an Asset Coverage Ratio (as defined in the Loan Agreement) of at least 2.50 to 1.00.

• The Company is required to maintain a positive Adjusted Profitability (as defined in the Loan Agreement), measured on a trailing four quarters basis.

The foregoing description of the Loan Agreement is qualified in its entirety by reference to the Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 16, 2012, Harry O. Nicodemus IV informed the Company of his intention to retire from his position as a director of the Company upon the expiration of his current term at the Company’s 2012 Annual Meeting of Stockholders to be held on June 21, 2012. The Company is not aware of any disagreement between the Company and Mr. Nicodemus on any matter relating to the Company’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions

None.

(d) Exhibits

10.1	Amended and Restated Loan Agreement dated as of March 21, 2012 by and among Omega Protein Corporation, Omega Protein, Inc., Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A.
10.2	Amended and Restated Revolving Credit Note dated as of March 21, 2012 executed by Omega Protein Corporation and Omega Protein, Inc. and made payable to Wells Fargo Bank, National Association.
10.3	Revolving Credit Note dated as of March 21, 2012 executed by Omega Protein Corporation and Omega Protein, Inc. and made payable to JPMorgan Chase Bank, N.A.
10.4	Swingline Note dated as of March 21, 2012 executed by Omega Protein Corporation and Omega Protein, Inc. and made payable to Wells Fargo Bank, National Association.
10.5	Amended and Restated Guaranty Agreement dated as of March 21, 2012 by Protein Finance Company, Omega Shipyard, Inc., Protein Industries, Inc., Cyvex Nutrition, Inc., and InCon Processing, L.L.C. in favor of Wells Fargo Bank, National Association.
10.6	Amended and Restated Security and Pledge Agreement dated as of March 21, 2012 among Omega Protein Corporation, Omega Protein, Inc., Protein Finance Company, Omega Shipyard, Inc., Protein Industries, Inc., Cyvex Nutrition, Inc., and InCon Processing, L.L.C. and Wells Fargo Bank, National Association.
10.7	Amended and Restated First Preferred Fleet Mortgage dated as of March 21, 2012 given by Omega Protein, Inc. to Wells Fargo Bank, National Association.
10.8	Supplement No. 1 to Amended and Restated First Preferred Fleet Mortgage dated as of March 21, 2012 given by Omega Protein, Inc. to Wells Fargo Bank, National Association.
10.9	Amended and Restated Assignment of Insurances dated as of March 21, 2012 Omega Protein Corporation and Omega Protein, Inc. to Wells Fargo Bank, National Association.
10.10	Amended and Restated Aircraft Security Agreement dated as of March 21, 2012 among Omega Protein Corporation, Omega Protein, Inc. and Wells Fargo Bank, National Association.
10.11	Supplement No. 1 to Amended and Restated Aircraft Security Agreement dated as of March 21, 2012 among Omega Protein Corporation, Omega Protein, Inc. and Wells Fargo Bank, National Association.

10.12	Modification to Multiple Indebtedness Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of March 21, 2012 executed by Omega Protein, Inc., in favor of Wells Fargo Bank, National Association (St. Mary Parish, Louisiana).
10.13	Modification to Deed of Trust, Assignment of Lease and Rents, Security Agreement and Fixture Filing dated as of March 21, 2012 executed by Omega Protein, Inc. in favor of Victor N. Tekell, as Trustee, and Wells Fargo Bank, National Association (Jackson County, Mississippi).
10.14	Modification to Deed of Trust, Assignment of Lease and Rents, Security Agreement and Fixture Filing dated as of March 21, 2012 executed by Omega Protein, Inc. in favor of American Securities Company of Missouri, a Missouri corporation, as Trustee, and Wells Fargo Bank, National Association (City of St. Louis, Missouri).
10.15	Modification to Deed of Trust, Assignment of Lease and Rents, Security Agreement and Fixture Filing dated March 21, 2012 executed by Omega Protein, Inc. in favor of Richard Lowndes Burke and Jenny P. Jones, residents of Virginia, as Trustee, and Wells Fargo Bank, National Association (Northumberland County, Virginia).
10.16	Allonge to the Unsecured Promissory Note dated as of January 1, 2000, issued by Omega Protein, Inc. in favor of Protein Finance Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Omega Protein Corporation
Date: March 22, 2012	/s/ John D. Held
	John D. Held
	Executive Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

EXECUTION COPY

$60,000,000.00

AMENDED AND RESTATED LOAN AGREEMENT

dated as of March 21, 2012,

by and among

OMEGA PROTEIN CORPORATION,

and

OMEGA PROTEIN, INC.,

each as a Borrower,

the Lenders referred to herein,

as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Swingline Lender and Issuing Lender

WELLS FARGO SECURITIES, LLC,

as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

			Page
ARTICLE I          DEFINITIONS				1
	Section 1.01	Definitions.		1
	Section 1.02	Other Definitions and Provisions		25
	Section 1.03	Accounting Terms		25
	Section 1.04	UCC Terms		25
	Section 1.05	Rounding		25
	Section 1.06	References to Agreement and Laws.		25
	Section 1.07	Times of Day		26
	Section 1.08	Letter of Credit Amounts		26
	Section 1.09	Guaranty Obligations		26
ARTICLE II         REVOLVING CREDIT FACILITY				26
	Section 2.01	Revolving Credit Loans		26
	Section 2.02	Swingline Loans.		26
	Section 2.03	Procedure for Advances of Revolving Credit Loans and Swingline Loans.		28
	Section 2.04	Repayment and Prepayment of Revolving Credit Loans and Swingline Loans.		28
	Section 2.05	Permanent Reduction of the Revolving Credit Commitment.		29
	Section 2.06	Termination of Revolving Credit Facility		30
ARTICLE III        LETTER OF CREDIT FACILITY				30
	Section 3.01	L/C Commitment.		30
	Section 3.02	Procedure for Issuance of Letters of Credit		30
	Section 3.03	Commissions and Other Charges.		31
	Section 3.04	L/C Participations.		31
	Section 3.05	Reimbursement Obligation of the Borrowers		32
	Section 3.06	Obligations Absolute		32
	Section 3.07	Effect of Letter of Credit Application		33
ARTICLE IV        GENERAL LOAN PROVISIONS				33
	Section 4.01	Interest.		33
	Section 4.02	Notice and Manner of Conversion or Continuation of Loans		34
	Section 4.03	Fees.		35
	Section 4.04	Manner of Payment.		35
	Section 4.05	Evidence of Indebtedness.		36
	Section 4.06	Adjustments		36
	Section 4.07	Obligations of Lenders.		37
	Section 4.08	Changed Circumstances.		37
	Section 4.09	Indemnity		38
	Section 4.10	Increased Costs.		39
	Section 4.11	Taxes.		40
	Section 4.12	Mitigation Obligations; Replacement of Lenders.		43
	Section 4.13	Increase in Revolving Credit Commitment.		44
	Section 4.14	Cash Collateral		45
	Section 4.15	Defaulting Lenders.		46

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TABLE OF CONTENTS

(continued)

			Page
ARTICLE V        CONDITIONS OF CLOSING AND BORROWING AND COLLATERAL				48
	Section 5.01	Conditions to Closing		48
	Section 5.02	Conditions to All Extensions of Credit		53
	Section 5.03	Assets of Borrowers		54
	Section 5.04	Assets of Subsidiaries		54
	Section 5.05	Guaranty		54
ARTICLE VI      REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES				54
	Section 6.01	No Liens		54
	Section 6.02	Financial Statements		54
	Section 6.03	Good Standing		54
	Section 6.04	Authority and Compliance		55
	Section 6.05	Binding Agreements		55
	Section 6.06	Litigation		55
	Section 6.07	No Conflicting Agreements		55
	Section 6.08	Taxes		55
	Section 6.09	No Default		55
	Section 6.10	Adverse Circumstances		55
	Section 6.11	Accuracy of Information		55
	Section 6.12	ERISA		56
	Section 6.13	Environmental		56
	Section 6.14	Subsidiaries		56
	Section 6.15	OFAC		56
	Section 6.16	Vessels		56
	Section 6.17	Real Property		56
	Section 6.18	Aircraft		56
	Section 6.19	Perfection of Security Interests in Collateral		57
	Section 6.20	Continuation of Representations and Warranties		57
ARTICLE VII     AFFIRMATIVE COVENANTS				57
	Section 7.01	Financial Statements and Other Information		57
	Section 7.02	Adverse Conditions or Events		58
	Section 7.03	Taxes and Other Obligations		58
	Section 7.04	Insurance		59
	Section 7.05	Compliance with Governmental Requirements		59
	Section 7.06	Environmental		59
	Section 7.07	Compliance with Material Agreements		60
	Section 7.08	Maintenance of Records		60
	Section 7.09	Inspection of Books and Records		60
	Section 7.10	Existence and Qualification		60
	Section 7.11	[Reserved].		60
	Section 7.12	Vessel Covenants		60
	Section 7.13	Citizenship		60
	Section 7.14	Additional Collateral.		60
	Section 7.15	Further Assurances		61
	Section 7.16	Minimum Tangible Net Worth		61
	Section 7.17	Asset Coverage Ratio		62

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TABLE OF CONTENTS

(continued)

			Page
	Section 7.18	Minimum Profitability		62
	Section 7.19	Covenant to Guarantee Obligations and Give Security		62
	Section 7.20	Use of Proceeds		63
ARTICLE VIII    NEGATIVE COVENANTS				63
	Section 8.01	Negative Pledge		63
	Section 8.02	Merger, Etc		63
	Section 8.03	Extensions of Credit		63
	Section 8.04	Borrowings		63
	Section 8.05	Dividends and Distributions		64
	Section 8.06	Dispositions		64
	Section 8.07	Capital Expenditures		64
	Section 8.08	Revolving Credit Exposure not to Exceed Commitment		64
	Section 8.09	Investments		64
	Section 8.10	Change of Control of Borrowers		65
	Section 8.11	Change in Nature of Business		65
	Section 8.12	No Negative Pledge		65
	Section 8.13	Arm’s Length Transactions		65
	Section 8.14	Hedge Agreements		65
	Section 8.15	Subsidiaries		65
	Section 8.16	Maritime Industry Standards		65
ARTICLE IX      DEFAULT AND REMEDIES				66
	Section 9.01	Events of Default		66
	Section 9.02	Remedies		68
	Section 9.03	Rights and Remedies Cumulative; Non-Waiver; etc.		69
	Section 9.04	Crediting of Payments and Proceeds		69
	Section 9.05	Administrative Agent May File Proofs of Claim		70
	Section 9.06	Credit Bidding.		71
	Section 9.07	Right of Setoff		71
ARTICLE X        THE ADMINISTRATIVE AGENT				72
	Section 10.01	Appointment and Authority.		72
	Section 10.02	Rights as a Lender		72
	Section 10.03	Exculpatory Provisions.		73
	Section 10.04	Reliance by the Administrative Agent		73
	Section 10.05	Delegation of Duties		74
	Section 10.06	Resignation of Administrative Agent.		74
	Section 10.07	Non-Reliance on Administrative Agent and Other Lenders		75
	Section 10.08	No Other Duties, etc		75
	Section 10.09	Collateral Matters.		75
	Section 10.10	Secured Hedge Agreements and Secured Cash Management Agreements		76
ARTICLE XI       MISCELLANEOUS				77
	Section 11.01	Notices.		77
	Section 11.02	Amendments, Waivers and Consents		79
	Section 11.03	Expenses; Indemnity.		80

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TABLE OF CONTENTS

(continued)

		Page
Section 11.04	Interest Rate Limitation.		82
Section 11.05	GOVERNING LAW; JURISDICTION, ETC.		83
Section 11.06	WAIVER OF JURY TRIAL		84
Section 11.07	Reversal of Payments		84
Section 11.08	Injunctive Relief		84
Section 11.09	Accounting Matters		84
Section 11.10	Successors and Assigns; Participations.		85
Section 11.11	Treatment of Certain Information; Confidentiality		89
Section 11.12	Performance of Duties		90
Section 11.13	All Powers Coupled with Interest		90
Section 11.14	Survival.		90
Section 11.15	Titles and Captions		90
Section 11.16	Severability of Provisions		90
Section 11.17	Counterparts; Integration; Effectiveness; Electronic Execution.		90
Section 11.18	Term of Agreement		91
Section 11.19	USA PATRIOT Act		91
Section 11.20	Independent Effect of Covenants		91
Section 11.21	Reservations of Rights		91
Section 11.22	Debtor-Creditor Relationship		91
Section 11.23	Injunctive Relief		92
Section 11.24	Arbitration		92
Section 11.25	Amendment and Restatement; No Novation		93
Section 11.26	Inconsistencies with Other Documents		94
Section 11.27	NOTICE OF FINAL AGREEMENT		94

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EXHIBITS
Exhibit A-1	-	Form of Revolving Credit Note
Exhibit A-2	-	Form of Swingline Note
Exhibit B	-	Form of Notice of Borrowing
Exhibit C	-	Form of Notice of Account Designation
Exhibit D	-	Form of Notice of Prepayment
Exhibit E	-	Form of Notice of Conversion/Continuation
Exhibit F	-	Form of Officer’s Compliance Certificate
Exhibit G	-	Form of Assignment and Assumption
Exhibit H-1	-	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit H-2	-	U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit H-3	-	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit I	-	Form of Joinder Agreement
SCHEDULES
Schedule 1.01	-	Existing Letters of Credit
Schedule 6.06	-	Litigation
Schedule 6.14	-	Subsidiaries
Schedule 6.16	-	Vessels
Schedule 6.17	-	Real Property
Schedule 6.18	-	Aircraft
Schedule 8.01	-	Existing Liens
Schedule 8.04	-	Existing NMFFP Financings
Schedule 8.14	-	Existing Hedge Agreements

-v-

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 21, 2012, by and among OMEGA PROTEIN CORPORATION, a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation, each as a Borrower, and collectively as the Borrowers, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

STATEMENT OF PURPOSE

The Borrowers and Wells Fargo Bank, National Association are party to that certain Loan Agreement, dated as of October 21, 2009 (as amended prior to the date hereof, the “Existing Loan Agreement”), which established a $35,000,000.00 senior secured revolving credit facility with a $7,500,000.00 letter of credit subfacility.

The Borrowers have requested, and, subject to the terms and conditions hereof, the Administrative Agent and the Lenders have agreed, to amend and restate the Existing Loan Agreement and extend certain credit facilities to the Borrowers pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

“AAA” has the meaning assigned thereto in Section 11.24.

“Acquisition” means, by any Person, the acquisition by such Person, in a single transaction or in a series of transactions, of either (a) all or any substantial portion of the Property of, or a line of business or division of, another Person, or (b) at least a majority of the Equity Interests of another Person which are entitled to vote for the election of the board of directors (or similar governing body) of such Person, in each case whether or not involving a merger or consolidation with such other Person.

“Additional Reedville Properties” means those real properties owned by Omega Protein, Inc. and located at 533 Menhaden Road, Reedville, Virginia 22539.

“Adjusted EBITDA” means, for any period, for Borrowers and their consolidated Subsidiaries on a consolidated basis, an amount equal to the consolidated net income of Borrowers and their consolidated Subsidiaries for such period plus (a) the following to the extent deducted in calculating such consolidated net income: (i) consolidated interest expense for such period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) the amount of depreciation and amortization expense and other non-cash charges for such period, (iv) extraordinary losses during such period, and (v) non-recurring charges for such period, less (b) (i) non-cash income and extraordinary gains during such period, and (ii) non-recurring gains for such period; provided that, the addition or subtraction of such non-recurring charges or gains in the form of cash payments are to be mutually agreed upon by the Borrowers and the Administrative Agent.

“Adjusted Profitability” means an amount equal to the consolidated net income before taxes of the Borrowers and their Subsidiaries plus non-recurring expenses of the Borrowers and their Subsidiaries minus non-recurring income of the Borrowers and their Subsidiaries; provided that the addition or subtraction of such non-recurring items shall be mutually agreed upon by the Borrowers and the Administrative Agent.

“Administrative Agent” means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 10.06.

“Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 11.01(c).

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“AFA” means the American Fisheries Act of 1998, as amended, Public L. No. 105-277, 122 Stat. 2681 (as codified in scattered sections of Title 46 of the United States Code, in particular, 46 U.S.C. §31322 et seq, any and all successor statutes thereto and all regulations from time to time promulgated thereunder.

“Affiliate” means, with respect to a specified Person, another Person (other than a Subsidiary of the Borrowers) that directly, or indirectly through one (1) or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning assigned thereto in Section 11.01(e).

“Agreement” means this Amended and Restated Loan Agreement, including all schedules and exhibits to this Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Aircraft Security Agreement” means each aircraft security agreement, in form and substance satisfactory to the Administrative Agent, that purports to grant to the Administrative Agent on behalf of the Secured Parties a security interest in the aircraft owned by any Loan Party, as amended, restated, supplemented or otherwise modified from time to time.

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Margin” means the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio:

		Loans
Pricing Level	Consolidated Total Leverage Ratio	LIBOR +			Base Rate +
I	Less than 1.00 to 1.00		1.50	%		0.00	%
II	Less than 2.00 to 1.00 but greater than or equal to 1.00 to 1.00		1.75	%		0.25	%
III	Less than 3.00 to 1.00 but greater than or equal to 2.00 to 1.00		2.00	%		0.50	%
IV	Greater than or equal to 3.00 to 1.00		2.25	%		0.75	%

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The Applicable Margin shall be determined and adjusted quarterly as of the first day of the month immediately following the date by which the Borrowers are required to provide an Officer’s Compliance Certificate pursuant to Section 7.01 for the most recently ended fiscal quarter of the Borrowers (each a “Calculation Date”); provided that (a) the Applicable Margin shall be based on Pricing Level I until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer’s Compliance Certificate as required by Section 7.01 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall be effective from one (1) Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 7.01 is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) the Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrowers shall immediately deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Total Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (C) the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 4.04. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 4.01(c) and 9.02 nor any of their other rights under this Agreement. The Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

“Applicable Period” has the meaning assigned thereto in the definition of Applicable Margin.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means Wells Fargo Securities, LLC, in its capacity as sole lead arranger and sole bookrunner, and its successors.

“Asset Coverage Ratio” means the ratio of (a) the sum of gross accounts receivable, gross inventory, and net Property, plant and equipment (each only to the extent that the Administrative Agent on behalf of the Secured Parties has a first priority perfected Lien with respect to such Collateral, subject to Permitted Liens, and specifically excluding (i) NMFFP Collateral, and (ii) those accounts receivables and inventory subject to Liens permitted pursuant to subsection (s) under the definition of “Permitted Liens”), to (b) the aggregate principal balance of all Loans hereunder outstanding at such time of determination.

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“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.10), and accepted by the Administrative Agent, in substantially the form attached as Exhibit G or any other form approved by the Administrative Agent.

“Assignment of Insurances” means each assignment of insurances, in form and substance satisfactory to the Administrative Agent, executed and delivered by a Loan Party in favor of the Mortgage Trust and relating to insurances with respect to any Vessel, as such assignment may be amended, restated, supplemented or otherwise modified from time to time.

“Attributable Indebtedness” means, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 1.00% and (c) except during any period of time during which a notice delivered to the Borrowers under Section 4.08 shall remain in effect, LIBOR for an Interest Period of one (1) month plus 1.50%; each change in the Base Rate shall take effect beginning such time with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR.

“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.01(a).

“Borrower” means, as applicable, Omega Protein Corporation, a Nevada corporation, or Omega Protein, Inc., a Virginia corporation, and “Borrowers” means both of the above.

“Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in Houston, Texas are open for the conduct of their commercial banking business, and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day that is a Business Day described in clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin.

“Capital Lease” means any lease of any Property by the Borrowers or any of its Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a consolidated balance sheet of the Borrowers and their Subsidiaries.

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one (1) or more of the Issuing Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the Issuing Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

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“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, in its capacity as a party to such Cash Management Agreement.

“Change of Control” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35.00%) of the Equity Interests of Omega Protein Corporation entitled to vote for members of the board of directors or equivalent governing body of Omega Protein Corporation on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b) during any period of twenty four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Omega Protein Corporation cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one (1) or more directors by any person or group other than a solicitation for the election of one (1) or more directors by or on behalf of the board of directors); or

(c) any Person or two (2) or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of Omega Protein Corporation, or control over the Voting Stock of Omega Protein Corporation on a fully-diluted basis (and taking into account all such Voting Stock that such Person or group has the right to acquire pursuant to any option right) representing thirty-five percent (35.00%) or more of the combined voting power of such Voting Stock; and

(d) with respect to Omega Protein, Inc., the failure of Omega Protein Corporation to directly or indirectly own all of the outstanding Equity Interests of Omega Protein, Inc.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive

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(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, each as amended or modified from time to time.

“Collateral” means the collateral security for the Secured Obligations pledged or granted pursuant to the Collateral Documents.

“Collateral Documents” means a collective reference to the Security Agreements, the Mortgages, the Aircraft Security Agreements, the Mortgage Trust Agreement, the First Preferred Ship Mortgages, the Assignment of Insurances and other security documents as may be executed and delivered by the Loan Parties hereunder, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“Commitment Fee” has the meaning assigned thereto in Section 4.03(a).

“Commitment Percentage” means for each Lender, a fraction (expressed as a decimal) the numerator of which is the Commitment of such Lender at such time and the denominator of which are the Commitments of all of the Lenders at such time. The initial Commitment Percentage of each Lender is set forth on the Register.

“Commitments” means, collectively, as to all Lenders, the Revolving Credit Commitments.

“Communications” has the meaning assigned thereto in Section 11.01(e).

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Total Funded Debt on such date to (b) Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

“Contested in Good Faith” means, as to any payment, tax, assessment, charge, levy, lien, encumbrance or claim, contesting the amount, applicability or validity thereof in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted in a manner satisfactory to Lender, provided that the enforcement of any related Lien is stayed in a manner satisfactory to the Administrative Agent pending the resolution of such contest.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Facility” means, collectively, the Revolving Credit Facility, the Swingline Facility and the L/C Facility.

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“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any of the events specified in Section 9.01 which with the passage of time, the giving of notice or the occurrence of any other condition, would constitute an Event of Default.

“Defaulting Lender” means, subject to Section 4.15(b), any Lender that (a) has failed to (i) fund all or any portion of the Revolving Credit Loans, participations in L/C Obligations or participations in Swingline Loans required to be funded by it hereunder within two (2) Business Days of the date such Loans or participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one (1) or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent, the Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.15(b)) upon delivery of written notice of such determination to the Borrowers, the Issuing Lender, the Swingline Lender and each Lender.

“Disposition” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property by a Loan Party (including the Equity Interests of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of a Loan Party.

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“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

“Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.10(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.01 (b)(iii)).

“Eligible Vessels” means each of the Vessels, other than any Ineligible Vessels and any Excluded Vessel.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, written demands, demand letters, claims, liens, written allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment.

“Environmental Laws” means any foreign, federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or the protection or preservation of the environment, including laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling of, or exposure to pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder, as in effect as of the date hereof and any subsequent provisions which are amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrowers within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Plan” means, at any time, any employee benefit plan as defined under Section 3(3) of ERISA and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated at such time, would under ERISA be deemed to be) an “employer” as defined in ERISA.

“Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as

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prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default” means any of the events specified in Section 9.01; provided that any requirement for passage of time, giving of notice, or the occurrence of any other condition, has been satisfied.

“Excluded Property” means, with respect to any Loan Party, (a) any owned real property which is located outside of the United States, (b) unless requested by the Administrative Agent, any leasehold interests in real property, (c) unless requested by the Administrative Agent, any trademarks, services marks, trade names, copyrights, patents, patent rights, franchises, licenses, and other intellectual property rights for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (d) unless requested by the Administrative Agent, any personal property (other than personal property described in clause (b) above) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code, (e) unless requested by the Administrative Agent, the Equity Interests of any direct or indirect Foreign Subsidiary of a Loan Party, (f) any Property which is subject to a Lien securing purchase money indebtedness permitted under Section 8.04(d) pursuant to documents which prohibit such Loan Party from granting any other Liens in such Property, (g) NMFFP Collateral, (h) the Equity Interests of any Foreign Subsidiary that is an Inactive Subsidiary, (i) Equity Interests of Omega Protein, Inc., (j) the Excluded Vessels, (k) Borrowers’ existing account number 475053001 at JPMorgan Chase Bank, N.A. and the funds on deposit therein from time to time, (l) cash or cash equivalents deposited in a segregated account if a hedge provider requires Borrowers to cash collateralize a permitted Hedge Agreement that Borrowers have entered into with such hedge provider, provided that such cash or cash equivalents shall only be Excluded Property so long as such hedge provider requires that such Hedge Agreements be cash collateralized, and (m) subject to Section 7.14(c), the Additional Reedville Properties.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes (including margin Taxes and gross receipts Taxes) and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office, located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment, or (ii) such Lender changes its applicable Lending Office, except in each case to the extent that pursuant to Section 4.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its applicable Lending Office, (c) any Taxes attributable to such Lender’s failure to comply with Section 4.11(f), and (d) any U.S. federal withholding Taxes imposed by FATCA.

“Excluded Vessels” means the Vessels identified as “Excluded Vessels” on Schedule 6.16; provided that if any such Vessel is not scrapped or sold within twelve (12) months of the Closing Date, such Vessel shall cease to be an Excluded Vessel.

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“Existing Letters of Credit” means those letters of credit existing on the Closing Date and identified on Schedule 1.01.

“Existing Loan Agreement” has the meaning assigned thereto in the Statement of Purpose.

“Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, (iii) such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans then outstanding or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

“FATCA” means Sections 1471 through 1474 of the Code (as of the date hereof) and any regulations or official interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the IRS); provided that FATCA shall also include any amendments or successor sections to Sections 1471 through 1474 of the Code if, as amended, FATCA provides a commercially reasonable mechanism to avoid the tax imposed thereunder by satisfying the information reporting and other requirements of FATCA.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three (3) Federal Funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letter” means the separate fee letter agreement, dated as of March 21, 2012, among the Borrowers and the Administrative Agent.

“First Preferred Ship Mortgage” means each first preferred fleet mortgage or first preferred ship mortgage, in form and substance satisfactory to the Administrative Agent, executed and delivered by a Loan Party in favor of the Mortgage Trust, or assigned to the Mortgage Trust by any prior mortgagee pursuant to an assignment, in form and substance satisfactory to the Administrative Agent, with respect to an Eligible Vessel, as such mortgage may be amended, restated, supplemented or otherwise modified from time to time.

“Fishing Industry Vessel” has the meaning set forth in 46 C.F.R. §356.3.

“Flood Hazard Property” has the meaning assigned thereto in Section 5.01(d)(iii).

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrowers are residents for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and

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(b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Requirements” means any and all present and future judicial decisions, laws, statutes, rulings, rules, regulations, permits, certificates, or ordinances of any Governmental Authority in any way applicable to any Borrower, any Guarantor or the Property, including the generality of the foregoing, the ownership, use, occupancy, possession, construction, operation, maintenance, alteration, repair, or reconstruction thereof.

“Guarantors” means Protein Finance Company, a Delaware corporation, Omega Shipyard, Inc., a Delaware corporation, Protein Industries, Inc., a Delaware corporation, Cyvex Nutrition, Inc., a California corporation, InCon Processing, L.L.C., a Delaware limited liability company and any other Person which subsequently guaranties the payment and performance of the Obligations.

“Guaranty Agreement” means the unconditional guaranty agreement of even date herewith executed by a Guarantor in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, which shall be in form and substance acceptable to the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Guaranty Obligation” means, with respect to the Loan Parties and their Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” include all materials defined as hazardous materials or hazardous substances under any Governmental Requirements relating to the environment, and petroleum, petroleum products, oil and asbestos.

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“Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other derivatives master agreement, all as amended, restated, supplemented or otherwise modified from time to time.

“Hedge Bank” means any Person that, at the time it enters into a Hedge Agreement permitted under Article VIII, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, in its capacity as a party to such Hedge Agreement.

“Hedge Termination Value” means, in respect of any one (1) or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one (1) or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Inactive Subsidiary” means, subject to Section 7.19, any direct or indirect Subsidiary of Omega Protein Corporation which is designated by Borrowers as an Inactive Subsidiary and which (a) individually has assets not exceeding $500,000.00 and (b) together with all other Inactive Subsidiaries, has assets not exceeding $2,500,000.00 in the aggregate. As of the Closing Date, Omega International Marketing Company and Omega Protein Mexico S. de R.L. de. C.V. are the only Inactive Subsidiaries of Omega Protein Corporation.

“Increased Amount Date” has the meaning assigned thereto in Section 4.13(a).

“Indebtedness” means, with respect to any Person at any date and without duplication, the sum of the following:

(a) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(b) all obligations to pay the deferred purchase price of Property or services of any such Person (including all obligations under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary course of business not more than ninety (90) days past due, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person;

(c) the Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);

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(d) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person to the extent of the value of such Property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (but if not assumed by such Person or if limited in recourse, the amount thereof shall be equal to the lesser of the amount of such Indebtedness or the value of the encumbered Property of such Person securing the same);

(f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person;

(g) all net obligations of such Person under any Hedge Agreements; and

(h) all Guaranty Obligations of any such Person with respect to any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning assigned thereto in Section 11.03(b).

“Ineligible Vessel” means (a) the Vessels identified on Schedule 6.16 as collateral for the NMFFP Financing permitted under Section 8.04(b), and (b) any Vessel that at the time of determination is mortgaged to secure any NMFFP Financing owed by any Loan Party under the NMFFP to the extent such NMFFP Financing is permitted under Section 8.04(c); provided that if any such Vessel described in clause (a) or clause (b) above shall cease to secure any NMFFP Financing, including as the result of the satisfaction or discharge of such NMFFP Financing, the release of all Loan Parties’ obligations thereunder or the release of such Vessel as security therefore, such Vessel shall no longer constitute an “Ineligible Vessel”.

“Information” has the meaning assigned thereto in Section 11.11.

“Interest Period” has the meaning assigned thereto in Section 4.01(b).

“IRS” means the United States Internal Revenue Service, or any successor thereto.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“Issuing Lender” means (a) with respect to Letters of Credit issued hereunder on or after the Closing Date, Wells Fargo, in its capacity as issuer thereof, or any successor thereto and (b) with respect to the Existing Letters of Credit, Wells Fargo, in its capacity as issuer thereof.

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“Joinder Agreement” has the meaning assigned thereto in Section 7.19.

“Jones Act” means Section 27 of the Merchant Marine Act of 1920, as amended (recodified at 46 U.S.C. § 55101 et seq.), and all successors statutes thereto, and any and all regulations promulgated under any thereof.

“L/C Commitment” means the lesser of (a) $15,000,000.00 and (b) the Revolving Credit Commitment.

“L/C Facility” means the letter of credit facility established pursuant to Article III.

“L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.05.

“L/C Participants” means the collective reference to all the Lenders other than the Issuing Lender.

“Lender” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Lending Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.

“Letter of Credit Application” means an application, in the form specified by the Issuing Lender from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“Letters of Credit” means the collective reference to letters of credit issued pursuant to Section 3.01 and the Existing Letters of Credit.

“LIBOR” means,

(a) for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000.00 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period.

(b) for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least $5,000,000.00 for a period equal to one (1) month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business

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Day, then the immediately preceding Business Day (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000.00 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one (1) month commencing on such date of determination.

Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate =	LIBOR
	1.00-Eurodollar Reserve Percentage

“LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 4.01(a).

“Lien” means any mortgage, ship mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“Loan Documents” means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Guaranty Agreements, the Collateral Documents, the Fee Letter, any applicable UCC-1 financing statements, any applicable FAA filings, any applicable stock powers, the Partner’s Certificates, the Officer’s Certificates, the Notice of Final Agreement, each Joinder Agreement and each other document, instrument, certificate and agreement executed and delivered by the Loan Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection with this Agreement (excluding any Secured Hedge Agreement and any Secured Cash Management Agreement), all as may be amended, restated, supplemented or otherwise modified from time to time.

“Loan Party” means, as applicable, any Borrower, any Guarantor, or any other Person who is, or whose Property is, directly or indirectly liable for Obligations, and “Loan Parties” means, collectively, all of the above.

“Loans” means the collective reference to the Revolving Credit Loans and the Swingline Loans, and “Loan” means any of such Loans.

“MarAd” means the U.S. Maritime Administration.

“Material Adverse Effect” means (i) a material adverse effect upon the validity or enforceability of any of the Loan Documents, (ii) a material adverse change in, or a material adverse effect upon, the

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condition (financial or otherwise), business, assets, prospects, or operations of any Loan Party, (iii) a material impairment of the ability of either Borrower to fulfill its obligations under any of the Loan Documents, (iv) a material impairment of the ability of the Loan Parties taken as a whole to fulfill their obligations under any of the Loan Documents, or (v) a material impairment of the value of any Collateral from time to time securing the Secured Obligations or the ability of the Administrative Agent or the Secured Parties to realize thereon.

“Maturity Date” means the earliest to occur of (a) March 21, 2017, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to Section 2.05, or (c) the date of termination of the Revolving Credit Commitment pursuant to Section 9.02(a).

“Maximum Rate” means the higher of the maximum interest rate allowed by applicable federal or Texas law as amended from time to time and in effect on the date for which a determination of interest accrued hereunder is made. The determination of the maximum rate permitted by applicable Texas law shall be made pursuant to the weekly ceiling as determined pursuant to Chapter 303 of the Texas Finance Code, but the Administrative Agent on behalf of the Lenders reserve the right to implement from time to time any other rate ceiling permitted by such law.

“Mortgage” means each mortgage, deed of trust or deed to secure debt, in form and substance satisfactory to the Administrative Agent, that purports to grant to the Administrative Agent for the benefit of the Secured Parties, a Lien on the fee interests of any Loan Party in any real property, as such mortgage may be amended, restated, supplemented or otherwise modified from time to time.

“Mortgage Trust” means the Omega Master Vessel Trust 2012, the Delaware statutory trust, created pursuant to the Mortgage Trust Agreement.

“Mortgage Trust Agreement” means the Master Vessel Trust Agreement between the Administrative Agent and the Mortgage Trustee pertaining to the Mortgage Trust.

“Mortgage Trustee” means Wilmington, not in its individual capacity, but solely as trustee under the Mortgage Trust Agreement, and each co-trustee, separate trustee and successor trustee appointed in accordance with the Mortgage Trust Agreement.

“Mortgaged Property” means any real property that is owned by a Loan Party and is subject to a Mortgage.

“Multiemployer Plan” has the meaning provided therefor in ERISA.

“NMFFP” means the National Marine Fisheries Finance Program.

“NMFFP Collateral” means (i) the Ineligible Vessels, (ii) any real property owned by any Loan Party and identified in Schedule 6.17 as collateral for the NMFFP Financing and any real property that at the time of determination is mortgaged to secure any NMFFP Financing owed by any Loan Party to the extent such NMFFP Financing is permitted by Section 8.04(c), and (iii) any equipment or other Property in which a Lien has been granted to secure NMFFP Financing permitted by Section 8.04(b) or (c).

“NMFFP Financing” means any obligation, whether actual or contingent, to repay any amount advanced or that may be advanced by the United States, acting under Title XI, by or through the Secretary of Commerce or any other instrumentality, pursuant to a loan guarantee made available pursuant to Title XI.

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“Non-Consenting Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.02 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Notes” means the collective reference to the Revolving Credit Notes and the Swingline Note.

“Notice of Account Designation” has the meaning assigned thereto in Section 2.03(b).

“Notice of Borrowing” has the meaning assigned thereto in Section 2.03(a).

“Notice of Conversion/Continuation” has the meaning assigned thereto in Section 4.02.

“Notice of Final Agreement” has the meaning assigned thereto in Section 5.01(h)(ii).

“Notice of Prepayment” has the meaning assigned thereto in Section 2.04(c).

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Loan Parties and each of their respective Subsidiaries to the Lenders or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer’s Certificate” means, for each Loan Party that is a corporation or limited liability company, a certificate executed by an authorized officer having attached thereto (i) a copy of its articles of incorporation or organization and bylaws or operating agreement, and all amendments thereto, a certificate of incumbency of all of its officers who will be authorized to execute or attest any of the Loan Documents to which it is a party, and a copy of resolutions approving the Loan Documents to which it is a party and authorizing the transactions contemplated by this Agreement; and (ii) certificates of existence and good standing issued by the appropriate governmental officials of the state in which such corporation or limited liability company is organized, and, if different, satisfactory evidence of good standing in the state in which real estate, owned by it and mortgaged to the Administrative Agent on behalf of the Secured Parties, is located.

“Officer’s Compliance Certificate” has the meaning assigned thereto in Section 7.01(d).

“Other Connection Taxes” means, with respect to any Person, Taxes imposed as a result of a present or former connection between such Person and the jurisdiction imposing such Tax (other than

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connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary taxes, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or otherwise, with respect to, any Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment of any Loan or Commitment hereunder (other than an assignment made pursuant to Section 4.12).

“Participant” has the meaning assigned thereto in Section 11.10(d).

“Participant Register” has the meaning assigned thereto in Section 11.10(d).

“Partner’s Certificate” means, for each Loan Party that is a partnership, a certificate executed by an authorized officer having attached thereto (i) a true and complete copy of an executed copy of its partnership agreement and all amendments thereto, and (ii) for each limited partnership, a copy of the certificate of limited partnership accompanied by a certificate that the copy is true and complete, issued by the appropriate governmental officials of the state in which such limited partnership is organized, and, if different, satisfactory evidence of good standing in the state in which real estate, owned by it and mortgaged to the Administrative Agent on behalf of the Secured Parties, is located.

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.

“Permitted Acquisitions” means investments consisting of an Acquisition by a Loan Party, provided that (a) the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Loan Parties were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (b) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (c) Borrowers shall have delivered to Lender a pro forma Officer’s Compliance Certificate demonstrating that, upon giving effect to such Acquisition (including any Indebtedness permitted pursuant to Section 8.04(l)), the Loan Parties would be in compliance with the financial covenants set forth in Sections 7.16 through and including 7.18 on a pro forma basis, (d) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto), (e) if such transaction involves the purchase of an interest in a partnership between a Loan Party as a general partner and entities unaffiliated with Borrowers as the other partners, such transaction shall be effected by having such Equity Interest acquired by a corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such transaction, (f) immediately after giving effect to such Acquisition, there shall be at least $5,000,000.00 of availability existing under the Commitment, and (g) the aggregate consideration (including cash consideration and non-cash consideration (other than Equity Interests of Omega Protein Corporation), any assumption of indebtedness, deferred purchase price and any earn-out payments) paid by the Loan Parties for all such Acquisitions during any fiscal year shall not exceed the greater of (i) $30,000,000.00 or (ii) fifteen percent (15%) of the Tangible Net Worth of the Borrowers and their Subsidiaries as of the immediately prior fiscal quarter end prior to such Acquisitions (based on the most recent fiscal quarter period for which financial statements are available).

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“Permitted Disposition” means (a) Dispositions of inventory in the ordinary course of business, (b) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party that are made in the ordinary course of business, (c) Dispositions of Property by a Loan Party to another Loan Party, provided that to the extent constituting an investment, such transaction is permitted by Section 8.09, (d) Dispositions of accounts receivable in connection with the collection or compromise thereof, (e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Loan Parties, (f) the Disposition of cash equivalents for fair market value, (g) the Disposition of Omega Protein, Inc.’s real property located in St. Mary Parish, Louisiana and municipally known as 100 Omega Lane, Amelia, Louisiana 70340 (with an alternate address of 1087 Degravelle Road, Morgan City Louisiana 70380) and related improvements thereon, rents and profits (including, without limitation, a certain slip lease associated therewith referred to in Borrowers’ records as “Waterbottom Lease #395” and further known as boat slip for Gulf Protein, Inc. in St. Mary Parish), and tangible personalty affixed to or used in connection with such real property and improvements, and (h) provided that Borrowers are in compliance with Section 7.17 (based on the most recent fiscal quarter period for which financial statements are available) and no other Events of Default exist, the Disposition(s) of the Vessels named “Diamond Reef”, “Fleeton”, “Lancaster”, “Rappahannock” and “Tidelands”.

“Permitted Liens” means (a) the Liens evidenced by the Loan Documents, (b) other Liens in favor of the Administrative Agent on behalf of the Secured Parties, (c) Liens existing on the date hereof and listed on Schedule 8.01 (including Liens securing the NMFFP Financing) and any renewals or extensions thereof, provided that (i) the scope of Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed, (d) Liens on Vessels that at any time hereafter are mortgaged to secure NMFFP Financing permitted by Section 8.04(c), (e) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being Contested in Good Faith, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, (f) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable are not overdue by more than forty-five (45) days, are unfiled and no other action has been taken to enforce the same or are being Contested in Good Faith, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, (g) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any funds in connection with workers’ compensation unemployment insurance, old age pensions, or other social security programs, (h) deposits to secure the performance of bids, trade contracts and leases (other than indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (i) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which (1) are not Liens which secure other indebtedness or obligations, and (2) in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, (j) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(i), (k) Liens securing purchase money indebtedness permitted under Section 8.04(d) (but only to the extent of the assets purchased with such purchase money indebtedness), (l) leases or subleases granted to others not interfering in any material respect with the business of Borrowers or any of their Subsidiaries, (m) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement, (n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions, (o) Liens of a collection bank arising under Section 4.210 of the Uniform Commercial Code on items in

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the course of collection, (p) maritime Liens on Vessels arising by operation of law in the ordinary course of business that are not overdue by more than forty five (45) days or are being Contested in Good Faith, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor, (q) Liens on unearned insurance premiums securing indebtedness permitted under Section 8.04(j), (r) Liens on cash collateral in a segregated account to secure permitted Hedge Agreements that Borrowers have entered into with hedge providers, (s) Liens on accounts receivables and inventory acquired in a Permitted Acquisition securing Indebtedness permitted under Section 8.04(l), (t) other Liens on assets having an aggregate value not exceeding $1,000,000.00 at any time, and (u) that certain Judgment No. CO-2005-20036 against Omega Protein, Inc. in favor of Jay Foster filed August 26, 2011 in Jackson County, Mississippi in the amount of $4,804.63.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning assigned thereto in Section 11.01(e).

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“Prohibited Transaction” has the meaning provided therefor in ERISA.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests.

“Public Lenders” means certain of the Lenders that may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or its securities).

“Register” has the meaning assigned thereto in Section 11.10(c).

“Reimbursement Obligation” means the obligation of the Borrowers to reimburse the Issuing Lender pursuant to Section 3.05 for amounts drawn under Letters of Credit.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Removal Effective Date” has the meaning assigned thereto in Section 10.06(b).

“Reportable Event” has the meaning provided therefor in ERISA.

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“Required Lenders” means, at any date, any combination of Lenders holding at least fifty-one percent (51%) of the sum of the aggregate amount of the Commitments or, if the Commitments have been terminated, any combination of Lenders holding at least fifty-one percent (51%) of the aggregate Extensions of Credit under this Agreement; provided that “Required Lenders” shall consist of at least two (2) Lenders, except as provided herein; provided further that the Commitment of, and the portion of the Extensions of Credit under this Agreement, as applicable, held or deemed held by, any Defaulting Lender, any Loan Party and/or any Affiliate of any Loan Party shall be excluded for purposes of making a determination of Required Lenders. Except to the extent any Person is a Defaulting Lender, any Lender and any Approved Fund administered or managed by such Lender or a Related Party to such Lender and any Affiliate of such Lender, each of which holds Commitments and/or Extensions of Credit, shall be deemed to be one (1) Lender for purposes of determining whether “Required Lenders” consist of at least two (2) Lenders.

“Resignation Effective Date” has the meaning assigned thereto in Section 10.06(a).

“Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person reasonably acceptable to the Administrative Agent. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the account of the Borrowers hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including Section 4.13) and (b) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from time to time pursuant to the terms hereof (including Section 4.13). The aggregate Revolving Credit Commitment of all the Lenders on the Closing Date shall be $60,000,000.00.

“Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Lender to (b) the Revolving Credit Commitment of all the Lenders.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time.

“Revolving Credit Facility” means the revolving credit facility established pursuant to Article II (including any increase in such revolving credit facility pursuant to Section 4.13).

“Revolving Credit Loan” means any revolving loan made to the Borrowers pursuant to Section 2.01 and all such revolving loans collectively as the context requires.

“Revolving Credit Note” means a promissory note made by the Borrowers in favor of a Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form attached as Exhibit A-1, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

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“Revolving Credit Outstandings” means the sum of (a) with respect to Revolving Credit Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as the case may be, occurring on such date; plus (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Rules” has the meaning assigned thereto in Section 11.24.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time.

“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

“Secured Hedge Agreement” means any Hedge Agreement permitted under Article VIII, in each case that is entered into by and between any Loan Party and any Hedge Bank.

“Secured Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Loan Party under (i) any Secured Hedge Agreement and (ii) any Secured Cash Management Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Lender, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.05, any other holder from time to time of any Secured Obligations and, in each case, their respective successors and permitted assigns.

“Security Agreement” means each security agreement, pledge and other agreement, in form and substance satisfactory to the Administrative Agent, that purport to grant to the Administrative Agent for the benefit of the Secured Parties, a security interest in the personal property of any Loan Party, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the Property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that

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it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s Property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Subordinated Indebtedness” means the collective reference to any Indebtedness incurred by the Borrowers or any of their Subsidiaries that is subordinated in right and time of payment to the Obligations on terms and conditions satisfactory to the Administrative Agent.

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrowers.

“Swingline Commitment” means the lesser of (a) $5,000,000.00 and (b) the Revolving Credit Commitment.

“Swingline Facility” means the swingline facility established pursuant to Section 2.02.

“Swingline Lender” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto.

“Swingline Loan” means any swingline loan made by the Swingline Lender to the Borrowers pursuant to Section 2.02, and all such swingline loans collectively as the context requires.

“Swingline Note” means a promissory note made by the Borrowers in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form attached as Exhibit A-2, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

“Tangible Net Worth” means at any time the consolidated stockholders equity of Borrowers and their consolidated Subsidiaries plus Subordinated Indebtedness and minus intangibles (including goodwill, patents, trademarks, trade names, organization expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred marketing expenses, and other like intangibles, and monies due from Affiliates, officers, directors, employees, shareholders, members or managers of Borrowers).

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“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

“Title XI” means Title XI of the Merchant Marine Act of 1936 and any and all regulations promulgated under any provision thereof.

“Total Funded Debt” means, as of any date, with respect to Borrowers and their consolidated Subsidiaries on a consolidated basis, without duplication, all indebtedness for borrowed money (including obligations under capitalized leases).

“UCC” means the Uniform Commercial Code as in effect in the State of Texas, as amended or modified from time to time.

“Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce Publication No. 600.

“United States” means the United States of America.

“U.S. Citizen” means a person that (a) is an “eligible owner” within the meaning of 46 U.S.C. § 12103(b), and any and all successor statutes thereto, and any and all regulations promulgated under any thereof, and (b) satisfies the ownership requirements of 46 U.S.C. § 12113(c) (if such Person is an entity) and 46 C.F.R. 356.3(e), and any and all successor statutes thereto, and any and all regulations promulgated under any thereof.

“U.S. Coast Guard” means the United States Coast Guard, a military organization under the Department of Homeland Security.

“U.S. Fisheries Trade” means processing, storing, transporting (except in foreign commerce), catching, taking and harvesting fish in the navigable waters of the United States or in the Exclusive Economic Zone, and landing any catch, wherever caught, in the United States.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 4.11(f).

“Vessels” means, at any time, each of the vessels owned by any Loan Party at such time, including the vessels listed on Schedule 6.16, in each case together with all their engines, boilers, machinery, masts, anchors, cables, rigging, nets, tackle, apparel, furniture, boats, chains, equipment and all other appurtenances to such vessels whether aboard or removed from such vessels, together with any and all additions, improvements and/or replacements which may hereafter be made to, on or in such vessels or any part thereof.

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such contingency.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association, and its successors.

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“Wilmington” means Wilmington Trust Company, a Delaware trust company, and any Person appointed as a successor trustee in accordance with the Mortgage Trust Agreement, in their individual capacities.

“Withholding Agent” means the Borrower and/or the Administrative Agent, as applicable.

Section 1.02 Other Definitions and Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (j) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including” and (k) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03 Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 7.01, except as otherwise specifically prescribed herein (including as prescribed by Section 11.09). Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrowers and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

Section 1.04 UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

Section 1.05 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one (1) place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.06 References to Agreement and Laws. Unless otherwise expressly provided herein, (a) references to formation documents, governing documents, agreements (including the Loan

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Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

Section 1.07 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable).

Section 1.08 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).

Section 1.09 Guaranty Obligations. Unless otherwise specified, the amount of any Guaranty Obligation shall be the lessor of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

ARTICLE II

REVOLVING CREDIT FACILITY

Section 2.01 Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrowers from time to time from the Closing Date until the Maturity Date as requested by the Borrowers in accordance with the terms of Section 2.03; provided, that (a) the aggregate Revolving Credit Outstandings at any time shall not exceed the Revolving Credit Commitment at such time and (b) the Revolving Credit Exposure of any Lender shall not at any time exceed such Lender’s Revolving Credit Commitment. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrowers may borrow, repay and reborrow Revolving Credit Loans hereunder until the Maturity Date.

Section 2.02 Swingline Loans.

(a) Availability. Subject to the terms and conditions of this Agreement, the Swingline Lender may in its sole discretion make Swingline Loans to the Borrowers from time to time from the Closing Date until the Maturity Date; provided, that (a) after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment at any time and (b) the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested), shall not exceed the Swingline Commitment.

(b) Refunding.

(i) Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such refundings shall be made by the Lenders in accordance with their respective

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Revolving Credit Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its respective Revolving Credit Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan.

(ii) The Borrowers shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrowers hereby authorize the Administrative Agent to charge any account maintained by the Borrowers with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrowers from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Revolving Credit Commitment Percentages (unless the amounts so recovered by or on behalf of the Borrowers pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 10.03 and which such Event of Default has not been waived by the Required Lenders or the Lenders, as applicable).

(iii) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Article V. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one (1) of the events described in Section 9.01(g) shall have occurred, each Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Revolving Credit Commitment Percentage of the aggregate amount of such Swingline Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded).

(c) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this Section 2.02 shall be subject to the terms and conditions of Section 4.14 and Section 4.15.

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Section 2.03 Procedure for Advances of Revolving Credit Loans and Swingline Loans.

(a) Requests for Borrowing. The Borrowers shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans (other than Swingline Loans) in an aggregate principal amount of $1,000,000.00 or a whole multiple of $500,000.00 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $2,000,000.00 or a whole multiple of $500,000.00 in excess thereof and (z) with respect to Swingline Loans in an aggregate principal amount of $100,000.00 or a whole multiple of $100,000.00 in excess thereof, (C) whether such Loan is to be a Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving Credit Loan, whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing.

(b) Disbursement of Revolving Credit Loans and Swingline Loans. Not later than 1:00 p.m. on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrowers, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrowers, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made on such borrowing date. The Borrowers hereby irrevocably authorize the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrowers identified in the most recent notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrowers to the Administrative Agent or as may be otherwise agreed upon by the Borrowers and the Administrative Agent from time to time. Subject to Section 4.07 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b).

Section 2.04 Repayment and Prepayment of Revolving Credit Loans and Swingline Loans.

(a) Repayment on Termination Date. The Borrowers hereby agree to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.02(b) (but, in any event, no later than the Maturity Date), together, in each case, with all accrued but unpaid interest thereon.

(b) Mandatory Prepayments. If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrowers agree to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 9.02(b)).

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(c) Optional Prepayments. The Borrowers may at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the same Business Day as each prepayment of Base Rate Loans and each Swingline Loan and (ii) at least three (3) Business Days before each prepayment of LIBOR Rate Loans, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000.00 or a whole multiple of $500,000.00 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $2,000,000.00 or a whole multiple of $500,000.00 in excess thereof with respect to LIBOR Rate Loans and $100,000.00 or a whole multiple of $100,000.00 in excess thereof with respect to Swingline Loans or in any case if lower, the unpaid principal balance of the Loans to be prepaid. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day.

(d) Limitation on Prepayment of LIBOR Rate Loans. The Borrowers may not prepay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 4.09 hereof.

(e) Hedge Agreements. No repayment or prepayment pursuant to this Section shall affect any of the Borrowers’ obligations under any Hedge Agreement.

Section 2.05 Permanent Reduction of the Revolving Credit Commitment.

(a) Voluntary Reduction. The Borrowers shall have the right at any time and from time to time, upon at least two (2) Business Days prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $3,000,000.00 or any whole multiple of $1,000,000.00 in excess thereof. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Lender according to its Revolving Credit Commitment Percentage. All commitment fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination.

(b) Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to an aggregate amount not greater than the Revolving Credit Commitment and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Credit Commitment as so reduced, the Borrowers shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. If applicable, such Cash Collateral shall be applied in accordance with Section 9.02(b). Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Swingline Commitment and the Revolving Credit Facility. If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.09 hereof.

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Section 2.06 Termination of Revolving Credit Facility. The Revolving Credit Facility and the Revolving Credit Commitments shall terminate on the Maturity Date.

ARTICLE III

LETTER OF CREDIT FACILITY

Section 3.01 L/C Commitment.

(a) Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrowers on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (A) be denominated in Dollars in a minimum amount of $100,000.00, (or such lesser amount as agreed to by the Issuing Lender), (B) be a standby letter of credit issued to support obligations of the Borrowers or any other Loan Party, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the Maturity Date unless the L/C Obligations have been Cash Collateralized no later than the Maturity Date and (D) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Texas. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

(b) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, Article III shall be subject to the terms and conditions of Section 4.14 and Section 4.15.

Section 3.02 Procedure for Issuance of Letters of Credit. The Borrowers may from time to time request that the Issuing Lender issue Letters of Credit by delivering to the Issuing Lender at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the Issuing Lender shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.01 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Borrowers. The Issuing Lender shall promptly furnish to the Borrowers a copy of such Letter of Credit and promptly notify each Lender of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

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Section 3.03 Commissions and Other Charges.

(a) Letter of Credit Commissions. Subject to Sections 4.14 and 4.15, the Borrowers shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in the amount equal to the daily amount available to be drawn under such Letter of Credit times the Applicable Margin in effect from time to time with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter, on the Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03 in accordance with their respective Revolving Credit Commitment Percentages.

(b) Issuance Fee. In addition to the foregoing commission, the Borrowers shall pay to the Administrative Agent, for the account of the Issuing Lender, standard bank fees and charges of the Issuing Lender for the issuance of each Letter of Credit. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the Administrative Agent.

(c) Other Costs. In addition to the foregoing fees and commissions, the Borrowers shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in effecting payment under, amending or otherwise administering any Letter of Credit.

Section 3.04 L/C Participations.

(a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrowers through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

(b) Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.04(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate

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as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day.

(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrowers or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

Section 3.05 Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Lender on each date on which the Issuing Lender notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.03(c) incurred by the Issuing Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Lender that the Borrowers intend to reimburse the Issuing Lender for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.03(c) incurred by the Issuing Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.03(a) or Article V. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Section 3.06 Obligations Absolute. The Borrowers’ obligations under this Article III (including the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrowers may have or have had against the Issuing Lender or any beneficiary of a Letter of Credit or any other Person. The Borrowers also agree that the Issuing Lender and the L/C Participants shall not be responsible for, and the Borrowers’ Reimbursement Obligation under Section 3.05 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrowers against any beneficiary of such

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Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Issuing Lender’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The Borrowers agree that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct shall be binding on the Borrowers and shall not result in any liability of the Issuing Lender or any L/C Participant to the Borrowers. The responsibility of the Issuing Lender to the Borrowers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

Section 3.07 Effect of Letter of Credit Application. To the extent that any provision of any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV

GENERAL LOAN PROVISIONS

Section 4.01 Interest.

(a) Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrowers, (i) Revolving Credit Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin (provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Borrowers have delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 4.09 of this Agreement) and (ii) any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. The Borrowers shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.02. Any Loan or any portion thereof as to which the Borrowers have not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.

(b) Interest Periods. In connection with each LIBOR Rate Loan, the Borrowers, by giving notice at the times described in Section 2.03 or 4.02, as applicable, shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1) month, two (2) months, three (3) months, or six (6) months; provided that:

(i) the Interest Period shall commence on the date of advance or continuation of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

(ii) the Borrowers may not select any Interest Period that ends after the Maturity Date;

(iii) Interest Periods commencing on the same date for LIBOR Rate Loans comprising part of the same Loan shall be of the same duration;

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(iv) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(v) with respect to LIBOR Rate Loans, if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; and

(vi) there shall be no more than five (5) Interest Periods in effect at any time.

(c) Default Rate. Subject to Section 9.03, (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 9.01(a) or (g), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the Borrowers shall no longer have the option to request LIBOR Rate Loans, Swingline Loans or Letters of Credit, (B) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, (C) all outstanding Base Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Loan Document and (D) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by or against the Borrowers of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

(d) Interest Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on the last Business Day of each calendar quarter commencing March 30, 2012; and interest on each LIBOR Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months, at the end of each three (3) month interval during such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365/366-day year).

(e) Maximum Rate. In accordance with the provisions of Section 11.04, in no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the Maximum Rate.

Section 4.02 Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing, the Borrowers shall have the option to (a) convert at any time all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $1,000,000.00 or any whole multiple of $100,000.00 in excess thereof into one (1) or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,000,000.00 or a whole multiple of $500,000.00 in excess thereof into Base Rate Loans (other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrowers desire to convert or continue Loans as provided above, the Borrowers shall give the

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Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Section 4.03 Fees.

(a) Commitment Fee. Commencing on the Closing Date, subject to Sections 4.14 and 4.15, the Borrowers shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to 0.375% on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any); provided, that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating the Commitment Fee. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing March 30, 2012 and ending on the date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Revolving Credit Commitment has been terminated. Such commitment fee shall be distributed by the Administrative Agent to the Lenders (other than any Defaulting Lender) pro rata in accordance with such Lenders’ respective Revolving Credit Commitment Percentages.

(b) Other Fees. The Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Section 4.04 Manner of Payment.

(a) Sharing of Payments. Each payment by the Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 4.09, 4.10, 4.11 or 11.03 shall be paid to the Administrative Agent

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for the account of the applicable Lender. Subject to Section 4.01(b)(iv), if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

(b) Defaulting Lenders. Notwithstanding the foregoing clause (a), if there exists a Defaulting Lender each payment by the Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 4.14(b).

Section 4.05 Evidence of Indebtedness.

(a) Extensions of Credit. The Extensions of Credit made by each Lender shall be evidenced by one (1) or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Credit Note and/or Swingline Note, as applicable, which shall evidence such Lender’s Revolving Credit Loans and/or Swingline Loans, as applicable, in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

(b) Participations. In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

Section 4.06 Adjustments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 4.09, 4.10, 4.11 or 11.03) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and

(ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in accordance with the express terms of this

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Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 4.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to the Loan Parties or any of its Subsidiaries (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

Section 4.07 Obligations of Lenders.

(a) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.03(b) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b) Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. The failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrowers shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Section 4.08 Changed Circumstances.

(a) Circumstances Affecting LIBOR Rate Availability. In connection with any request for a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which

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determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined with reference to LIBOR or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Base Rate Loan as to which the interest rate is determined with reference to LIBOR and the right of the Borrowers to convert any Loan to or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR shall be suspended, and (A) in the case of LIBOR Rate Loans, the Borrowers shall either (1) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 4.01(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (2) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period; or (B) in the case of Base Rate Loans as to which the interest rate is determined by reference to LIBOR, the Borrowers shall convert the then outstanding principal amount of each such Loan to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period.

(b) Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, and the right of the Borrowers to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the Borrowers may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR for the remainder of such Interest Period.

Section 4.09 Indemnity. Each Borrower, jointly and severally, hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrowers to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrowers to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan

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on a date other than the last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrowers through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

Section 4.10 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing Lender;

(ii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 4.11 and the imposition of, or any change in the rate of any Excluded Tax payable by such Lender or the Issuing Lender); or

(iii) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or the Issuing Lender, the Borrowers shall promptly pay to any such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time upon written request of such Lender or such Issuing Lender the Borrowers shall promptly pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.

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(c) Certificates for Reimbursement. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrowers, shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 4.11 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes , except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.11(a)) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrowers. The Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.11) payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes

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attributable to such Lender (but only to the extent that the Borrowers has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.10 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrowers to a Governmental Authority pursuant to this Section 4.11, the Borrowers shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.11(f)(i), (ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of the foregoing, in the event that the Borrowers is a U.S. Person:

(i) any Lender that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. backup withholding Tax;

(ii) any Foreign Lender shall deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under

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any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(B) executed originals of IRS Form W-8ECI;

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) duly executed originals of IRS Form W-8BEN;

(D) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W 8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; or

(E) any other form (in such number of copies as shall be requested by the recipient) prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.

(iii) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been

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indemnified pursuant to this Section (including additional amounts paid by the Borrowers pursuant to this Section), it shall pay to the applicable indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable indemnifying party, upon the request of the Administrative Agent, such Lender or the Issuing Lender, agrees to repay the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent, the Issuing Lender or any Lender be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the Administrative Agent or Lender in a less favorable net after-Tax position than the Administrative Agent or Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person.

(h) Survival. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section shall survive the payment in full of the Obligations and the termination of the Commitments.

(i) Issuing Bank. For purposes of this Section 4.11, the term “Lender” includes any Issuing Bank.

Section 4.12 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 4.10, or requires the Borrowers to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, then such Lender shall, at the request of the Borrowers, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.10 or Section 4.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 4.10, or if the Borrowers are required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, or if any Lender declines to make a LIBOR Rate Loan or Base Rate Loan as to which the interest rate is determined with reference to LIBOR or a conversion or continuation thereof pursuant to Section 4.08, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 4.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.10;

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(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.09) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 4.10 or payments required to be made pursuant to Section 4.11, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with Applicable Law; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Section 4.13 Increase in Revolving Credit Commitment.

(a) Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative Agent (which shall promptly notify the Lenders in accordance with its customary practice), the Borrowers may from time to time, request an increase in the aggregate Revolving Credit Commitments by an aggregate principal amount not exceeding $10,000,000.00; provided that such increase shall not be less than a minimum principal amount of $10,000,000.00. Such notice shall specify the date (an “Increased Amount Date”) on which the Borrowers propose that any such increase in the aggregate Revolving Credit Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent, which date may be adjusted by the Borrowers and the Administrative Agent.

(b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent by the proposed Increased Amount Date whether or not it agrees to increase its Revolving Credit Commitment, which shall be at such Lender’s sole discretion to elect or decline, and, if so, whether by an amount equal to, greater than, or less than its Revolving Credit Commitment Percentage of such requested increase.

(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Required Lenders and the approvals required for an Eligible Assignee, the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

(d) Allocations. If the aggregate Revolving Credit Commitments are increased in accordance with this Section 4.13, the Administrative Agent and the Borrowers shall determine the final allocation of such increase. The Administrative Agent shall, in accordance with its customary practice, promptly notify the Borrowers and the Lenders of the final allocation of such increase.

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(e) Conditions to Effectiveness of Increase. Any such increase of the aggregate Revolving Credit Commitments shall be effective as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before and after giving effect to (A) any increase in the aggregate Revolving Credit Commitments, and (B) the making of any Loans pursuant thereto, (ii) the Borrowers shall deliver to the Administrative Agent an Officer’s Compliance Certificate of the Borrowers dated as of the Increased Amount Date (in sufficient copies for each Lender) certifying that the Borrowers will be in pro forma compliance (based on the most recent fiscal quarter period for which financial statements are available) with the financial covenants set out in Sections 7.16 and 7.17 of this Agreement both before and after giving effect to (A) any increase in the aggregate Revolving Credit Commitments, and (B) the making of any Loans pursuant thereto, (iii) Borrowers shall pay any upfront fees or other fees, costs and expenses associated with any addition of additional Lenders pursuant to Section 4.13(c); (iv) the outstanding Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders in accordance with their revised Commitment Percentages and the Lenders agree to make all payments and adjustments necessary to effect such reallocation and the Borrowers shall pay any and all costs required pursuant to Section 4.09 in connection with such reallocation as if such reallocation were a repayment; and (v) the Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by the board of directors (or equivalent governing body) of the Borrowers authorizing such increase in the Revolving Credit Commitments) reasonably requested by Administrative Agent in connection with any such transaction.

(f) Conflicting Provisions. This Section 4.13 shall supersede any provisions in Sections 4.06 or 11.02 to the contrary.

Section 4.14 Cash Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent, the Issuing Lender or the Swingline Lender (with a copy to the Administrative Agent), the Borrowers shall Cash Collateralize the Fronting Exposure of the Issuing Lender and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 4.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to such Fronting Exposure.

(a) Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Swingline Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans, to be applied pursuant to subsection (c) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent, the Issuing Lender and the Swingline Lender as herein provided or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.14 or Section 4.15 in respect of Letters of Credit and Swingline Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such Property as may otherwise be provided for herein.

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(c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of the Issuing Lender and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 4.14 following (i) the elimination of the event which occasioned the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, the Issuing Lender and the Swingline Lender that there exists excess Cash Collateral; provided that, subject to Section 4.15, the Person providing Cash Collateral, the Issuing Lender and the Swingline Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

Section 4.15 Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.07 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Fronting Exposure of the Issuing Lender and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 4.14; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with Section 4.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lender or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied

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solely to pay the Loans of, and funded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the Credit Facility without giving effect to Section 4.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) Each Defaulting Lender shall not be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender.

(B) Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to Section 3.03 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 4.14.

(C) With respect to any letter of credit commission not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to each Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, unless Cash Collateral has been provided with respect to such Fronting Exposure, and (3) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) no Event of Default exists at such time, and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, (x) first, repay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 4.14.

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(b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, the Issuing Lender and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the Credit Facility (without giving effect to Section 4.15(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE V

CONDITIONS OF CLOSING AND BORROWING AND COLLATERAL

Section 5.01 Conditions to Closing. The obligation of the Lenders to close this Agreement and the amendment and restatement of the Existing Loan Agreement is subject to the satisfaction of each of the following conditions:

(a) Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Lender requesting a Revolving Credit Note, a Swingline Note in favor of the Swingline Lender and the Collateral Documents (including any amendment, reaffirmation or assignment thereof), together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder.

(b) Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

(i) Officer’s Certificate. A certificate from a Responsible Officer of the Borrowers to the effect that (A) all representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); (B) none of the Loan Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; (C) no Default or Event of Default has occurred and is continuing; (D) since September 30, 2011, no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect; and (E) each of the Loan Parties, as applicable, has satisfied each of the conditions set forth in Section 5.01 and Section 5.02.

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(ii) Certificate of Secretary of each Loan Party. A certificate of a Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (B) the bylaws or other governing document of such Loan Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 5.01(b)(iii).

(iii) Certificates of Good Standing. Certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Loan Party has filed required tax returns and owes no delinquent taxes.

(iv) Opinions of Counsel. Favorable opinions of counsel to the Loan Parties addressed to the Administrative Agent and the Lenders with respect to the Loan Parties, the Loan Documents and such other matters as the Lenders shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the addressees thereof).

(c) Personal Property Collateral and Aircraft Collateral.

(i) Filings and Recordings. The Administrative Agent shall have received all filings and recordations (including all UCC financing statements and FAA filing documents) that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon.

(ii) Pledged Collateral. The Administrative Agent shall have received (A) original stock certificates or other certificates evidencing the Equity Interests pledged pursuant to the Collateral Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the Collateral Documents together with an undated endorsement for each such promissory note duly executed in blank by the holder thereof.

(iii) Lien Search. The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens).

(iv) Insurance. The Administrative Agent shall have received evidence of all insurance, required pursuant to Section 7.04, evidence of payment of all insurance premiums for

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the current policy year of each (with appropriate endorsements naming the Administrative Agent as lender’s loss payee (and mortgagee, as applicable) on all such policies for property hazard insurance and as additional insured on all policies for liability insurance, and if requested by the Administrative Agent, copies of such insurance policies.

(v) As to Aircraft. The Administrative Agent shall have received an Aircraft Security Agreement, duly executed by each Loan Party that owns any aircraft, together with an aircraft title memorandum as to each aircraft evidencing that such aircraft is free and clear of all Liens other than Permitted Liens.

(d) Real Property Collateral.

(i) Title Insurance. The Administrative Agent shall have received a marked-up commitment for a policy of title insurance or an acceptable endorsement to an existing policy of title insurance, insuring the Secured Parties’ first priority Liens and showing no Liens prior to the Secured Parties’ Liens other than Permitted Liens for ad valorem taxes not yet due and payable, with title insurance companies acceptable to the Administrative Agent on the Property subject to a Mortgage with the final title insurance policy or endorsement being delivered within thirty (30) days after the Closing Date. Further, the Borrowers agree to provide or obtain any customary affidavits and indemnities as may be required or necessary to obtain title insurance satisfactory to the Administrative Agent.

(ii) Title Exceptions. The Administrative Agent shall have received copies of all recorded documents creating exceptions to the title policy or endorsement referred to in Section 5.01(d)(i).

(iii) Matters Relating to Flood Hazard Properties. Evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from Lender (x) as to the fact that such Mortgaged Property is a Flood Hazard Property and (y) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (3) copies of certificates of insurance of the Loan Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent on behalf of the Secured Parties, as first mortgagee/loss payee, and, if requested by the Administrative Agent, copies of such flood insurance policies and all endorsements thereto.

(iv) Surveys. A survey of the sites of the real property covered by the Mortgages certified to Administrative Agent and the title insurance company issuing the policies or endorsements referred to in this Section 5.01(d) below in a manner reasonably satisfactory to each of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which surveys shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 2005 with all items from Table A thereof completed, except for Nos. 1, 5, 12, 14 and 15.

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(v) Tax Issues. Evidence satisfactory to the Administrative Agent: (A) of the identity of all taxing authorities and utility districts (or similar authorities) having jurisdiction over each Mortgaged Property or any portion thereof; (B) that all taxes, standby fees and any other similar charges have been paid, including copies of receipts or statements marked “paid” by the appropriate authority; and (C) that each Mortgaged Property is a separate tax lot or lots with separate assessment or assessments of the land and the improvements thereon, independent of any other land or improvements and that each Mortgaged Property is a separate legally subdivided parcel (delivery of relevant title insurance policy endorsements acceptable to the Administrative Agent shall be deemed to satisfy this clause (C)).

(vi) Environmental Assessments. The Administrative Agent shall have received a Phase I environmental assessment and such other environmental report reasonably requested by the Administrative Agent regarding each parcel of real property subject to a Mortgage by an environmental engineering firm acceptable to the Administrative Agent showing no environmental conditions in violation of Environmental Laws or liabilities under Environmental Laws, either of which could reasonably be expected to have a Material Adverse Effect.

(vii) Other Real Property Information. The Administrative Agent shall have received such other certificates, documents and information as are reasonably requested by the Lenders, including landlord agreements/waivers, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance satisfactory to the Administrative Agent.

(e) Vessels.

(i) Mortgage Trust Agreement. The Administrative Agent shall have received a duly authorized, executed and delivered Mortgage Trust Agreement, together with a trust receipt, as such term is defined therein, for a First Preferred Ship Mortgage and an Assignment of Insurances with respect to each Vessel that is an Eligible Vessel.

(ii) First Preferred Ship Mortgages and Assignment of Insurances. The Administrative Agent shall have received a copy of a First Preferred Ship Mortgage, duly executed by each Loan Party that owns an Eligible Vessel, together with U.S. Coast Guard documentation, records and abstracts, including copies of a valid U.S. Coast Guard Certificate of Documentation with a valid fishery endorsement issued (or coastwise trade endorsements, as their use may require) with respect to each such Eligible Vessel, demonstrating that each such Eligible Vessel is duly documented with the U.S. Coast Guard and authorized for employment in the U.S. Fisheries Trade and/or the U.S. coastwise trade and that each such Eligible Vessel is free and clear of all Liens other than Permitted Liens and an Assignment of Insurances, duly executed by each Loan Party that owns an Eligible Vessel.

(iii) Recording of First Preferred Ship Mortgages. The Administrative Agent shall have received evidence of recording of the First Preferred Ship Mortgages with the U.S. Coast Guard National Vessel Documentation Center.

(f) Consents; Defaults.

(i) Governmental and Third Party Approvals. The Loan Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents

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and the other transactions contemplated hereby, including those required pursuant to 46 C.F.R. §356.19(b)(6) and (c) and, to the extent required, 46 U.S.C. §31322(f)(2), and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Loan Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect.

(ii) No Injunction, Etc. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.

(g) Financial Matters.

(i) Financial Statements. The Administrative Agent shall have received the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries as of September 30, 2011 and related unaudited consolidated interim statements of income and retained earnings.

(ii) Financial Condition/Solvency Certificate. Each Borrower shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of such Borrower, that after giving effect to this Agreement and the transactions contemplated hereby, such Borrower is Solvent and the Loan Parties, on an aggregate basis, are Solvent.

(iii) Payment at Closing. The Borrowers shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 4.03 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

(h) Miscellaneous.

(i) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing from the Borrowers in accordance with Section 2.03(a) and a Notice of Account Designation specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed.

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(ii) Notice of Final Agreement. Each Loan Party shall have executed a notice in compliance with the provisions of Section 26.02 of the Texas Business and Commerce Code (the “Notice of Final Agreement”).

(iii) PATRIOT Act. The Loan Parties shall have provided to the Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act.

(iv) Collateral Protection Insurance Notice. The Borrowers shall have provided to the Administrative Agent the collateral protection insurance notice required under Texas law.

(v) Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement.

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 5.02 Conditions to All Extensions of Credit. The obligations of the Lenders to make or participate in any Extensions of Credit (including the initial Extension of Credit), convert or continue any Loan (other than the automatic conversion of LIBOR Rate Loans to Base Rate Loans pursuant to this Agreement) and/or the Issuing Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing, continuation, conversion, issuance or extension date:

(a) Continuation of Representations and Warranties. The representations and warranties contained in Article VI shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date, except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date.

(b) No Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

(c) Notices. The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the Borrowers in accordance with Section 2.03(a) or Section 4.02, as applicable.

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(d) Additional Documents. The Administrative Agent shall have received each additional document, instrument, legal opinion or other item reasonably requested by it.

Section 5.03 Assets of Borrowers. The payment and performance of the Secured Obligations shall be secured by a first and superior Lien against all of the assets of each Borrower (other than Excluded Property) pursuant to the terms of one or more Security Agreements, Mortgages, First Preferred Ship Mortgages, Assignments of Insurances, Aircraft Security Agreements, and other appropriate Collateral Documents. Upon the Administrative Agent’s request, Borrowers will, with respect to deposit accounts and investment property held with a financial intermediary other than the Administrative Agent, cause such financial intermediary to enter into a control agreement with the Administrative Agent in form and substance satisfactory to the Administrative Agent.

Section 5.04 Assets of Subsidiaries. The payment and performance of the Secured Obligations shall be secured by a first and superior Lien (subject only to Permitted Liens) against all of the assets (other than Excluded Property) of each Subsidiary other than Inactive Subsidiaries pursuant to the terms of one or more Security Agreements, Mortgages, First Preferred Ship Mortgages, Assignments of Insurances, Aircraft Security Agreements, and other appropriate Collateral Documents. Upon the Administrative Agent’s request, such Subsidiaries will, with respect to deposit accounts and investment property held with a financial intermediary other than the Administrative Agent, cause such financial intermediary to enter into a control agreement with the Administrative Agent in form and substance satisfactory to the Administrative Agent.

Section 5.05 Guaranty. The payment and performance of the Secured Obligations shall be unconditionally guaranteed by the Guarantors, pursuant to one or more Guaranty Agreements, which shall be satisfactory in form and substance to the Administrative Agent.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES

To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Loan Parties, jointly and severally, hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 5.02, that:

Section 6.01 No Liens. Each Loan Party has good and defensible title to all of its assets, and none of such assets are subject to any Lien except for Permitted Liens.

Section 6.02 Financial Statements. The financial statements of each Borrower heretofore delivered to the Administrative Agent and any Lender have been prepared in accordance with GAAP and fairly present such Borrower’s financial condition as of the date or dates thereof, and there have been no material adverse changes in such Borrower’s financial condition or operation since the date or dates thereof.

Section 6.03 Good Standing. Omega Protein Corporation is a corporation, duly organized, validly existing and in good standing under the laws of Nevada and has the power and authority to own its Property and to carry on its business in each jurisdiction in which it does business and in which the failure to be so qualified would (when considered alone or when aggregated with the effect of failure to qualify in all other jurisdictions) have a Material Adverse Effect. Omega Protein, Inc. is a corporation, duly organized, validly existing and in good standing under the laws of Virginia and has the power and

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authority to own its Property and to carry on its business in each jurisdiction in which it does business and in which the failure to be so qualified would (when considered alone or when aggregated with the effect of failure to qualify in all other jurisdictions) have a Material Adverse Effect. Each of the Guarantors is a corporation, duly organized, validly existing and in good standing under the laws of Delaware and has the power and authority to own its Property and to carry on its business in each jurisdiction in which it does business and in which the failure to be so qualified would (when considered alone or when aggregated with the effect of failure to qualify in all other jurisdictions) have a Material Adverse Effect.

Section 6.04 Authority and Compliance. Each Loan Party has full power and authority to execute, deliver and perform the Loan Documents to which it is a party and to incur and perform the obligations provided for therein. No consent or approval of any Governmental Authority or other third party (including any approvals required by the provisions of 46 C.F.R. § 356.19(b)(6) and (c) and, to the extent applicable, 46 U.S.C. § 31322(f)(2)) is required as a condition to the validity or performance of any Loan Document other than those which have already been obtained and are in full force and effect and filings to perfect Liens created by the Loan Documents, and each Loan Party is in compliance in all material respects with all Governmental Requirements to which it is subject.

Section 6.05 Binding Agreements. This Agreement and the other Loan Documents executed by each Loan Party constitute valid and legally binding obligations of such Loan Party, enforceable in accordance with their terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and general equitable principles).

Section 6.06 Litigation. Except as set forth on Schedule 6.06, there are no proceedings involving any Loan Party pending or, to the knowledge of any Loan Party, threatened before any court or Governmental Authority, agency or arbitration authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 6.07 No Conflicting Agreements. There is no charter, bylaw, stock provision, partnership agreement or other document pertaining to the power or authority of any Loan Party and no provision of any existing agreement, mortgage, indenture or contract binding on any Loan Party or affecting any Property of any Loan Party, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement and the other Loan Documents.

Section 6.08 Taxes. All federal, state and other material taxes and assessments due and payable by each Loan Party have been paid or are being Contested in Good Faith. Each Loan Party has filed all federal, state and other material tax returns which it is required to file.

Section 6.09 No Default. No Event of Default exists and no Default has occurred and is continuing.

Section 6.10 Adverse Circumstances. Neither the business nor any Property of any Loan Party is presently affected by any fire, explosion, accident, strike, lockout, or other dispute, embargo, act of God, act of public enemy, or similar event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Section 6.11 Accuracy of Information. To the best of each Loan Party’s knowledge, all factual information furnished to the Administrative Agent and any Lender in connection with this Agreement and the other Loan Documents (other than projections and other forward looking statements) is and will be accurate and complete on the date as of which such information is delivered to the Administrative Agent and any Lender and is not and will not be incomplete by the omission of any

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material fact necessary to make such information not misleading. Projections and other forward looking information provided to the Administrative Agent and any Lender were prepared or made by Borrowers in good faith and based upon good faith estimates and assumptions believed reasonable by management of Borrowers at the time made, but the parties acknowledge that such information is not a representation as to future results.

Section 6.12 ERISA. As of the date hereof, to the extent any (aggregate or alone) of the following could reasonably be expected to have a Material Adverse Effect, (i) each Loan Party is in compliance in all material respects with all applicable provisions of ERISA; (ii) neither a Reportable Event nor a Prohibited Transaction has occurred and is continuing with respect to any ERISA Plan; (iii) no notice of intent to terminate an ERISA Plan has been filed, nor has any ERISA Plan been terminated; (iv) no Loan Party nor any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan; and (v) each Loan Party and each ERISA Affiliate have met their minimum funding requirements under ERISA with respect to all of their ERISA Plans.

Section 6.13 Environmental. The conduct of each Loan Party’s business operations and the condition of each Loan Party’s Property does not and will not violate any federal laws, rules or ordinances for environmental protection, or regulations of the Environmental Protection Agency, or any applicable local or state law, rule, regulation or rule of common law, or any judicial interpretation thereof relating primarily to the environment or Hazardous Materials if, as a result thereof, a Material Adverse Effect could reasonably be expected to result therefrom.

Section 6.14 Subsidiaries. No Borrower has any Subsidiaries except those listed on Schedule 6.14.

Section 6.15 OFAC. No Loan Party nor any Affiliate of a Loan Party: (a) is a Sanctioned Person, (b) has more than ten percent (10%) of its assets in such Sanctioned Persons as described in clause (b) of the definition of “Sanctioned Person”, or (c) derives more than ten percent (10%) of its operating income from investments in, or transactions with Sanctioned Persons. No proceeds of any Loan will be used and have not been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person.

Section 6.16 Vessels. On the date hereof, no Loan Party owns any Vessels other than the Vessels set forth on Schedule 6.16. Schedule 6.16 identifies each Vessel owned on the date hereof that secures NMFFP Financing permitted by Section 8.04(b). Each Loan Party that owns a Vessel is a U.S. Citizen and each Vessel is owned by a U.S. Citizen. Each Vessel is in compliance with all Governmental Requirements applicable to Vessels documented under U.S. flag and engaged in the U.S. Fisheries Trade, duly documented in the name of the applicable Loan Party under the laws and flag of the United States with a valid fishery endorsement, or coastwise trade endorsement, as its use may require, on its U.S. Coast Guard Certificate of Documentation, and duly qualified for the U.S. Fisheries Trade and/or the U.S. coastwise trade, except where failure to so comply could not reasonably be expected to result in a Material Adverse Effect or could result in loss or forfeiture of its fishery endorsement or disqualify it from operating in the U.S. Fisheries Trade, if it has a fishery endorsement to the Certificate of Documentation.

Section 6.17 Real Property. Set forth on Schedule 6.17 is a list of all real property located in the United States that is owned or leased by the Loan Parties as of the Closing Date (including an indication of any owned real property pledged to secure NMFFP Financings).

Section 6.18 Aircraft. Set forth on Schedule 6.18 is a list of all aircraft (including serial number, year and N-number) owned by the Loan Parties as of the Closing Date. Each of the Loan Parties that owns any aircraft are “citizens of the United States” as such term in defined in § 40102(a)(15) of the Federal Aviation Act.

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Section 6.19 Perfection of Security Interests in Collateral. Each Collateral Document, including the First Preferred Ship Mortgages and Assignment of Insurances, creates in favor of the Administrative Agent or the Mortgage Trust on behalf of the Secured Parties a Lien that has attached in the Collateral secured thereby. Upon the (a) filing of the UCC-1 financing statements in each appropriate jurisdiction, (b) recording of the notices of grants of security interests referred to in the Security Agreements in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, (c) recording of any Mortgages, (d) filing of any Aircraft Security Agreements, (e) filing with the U.S. Coast Guard National Vessel Documentation Center of a First Preferred Ship Mortgage with respect to each U.S. flagged Eligible Vessel, and (f) taking possession of any Collateral with respect to which the Administrative Agent’s interest may only be perfected by possession, such Liens on the Collateral granted thereby shall be perfected, first priority security interests (subject to Permitted Liens), and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements in accordance with Applicable Law. Within fifteen (15) Business Days following the Closing Date, the Administrative Agent shall cause the Mortgage Trustee to release of record each Excluded Vessel and each Ineligible Vessel which is subject to any First Preferred Ship Mortgage as of the Closing Date.

Section 6.20 Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of any future Loan and in all instances shall be true and correct in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such future Loan, such representations and warranties shall continue to be true and correct as of such specified earlier date.

ARTICLE VII

AFFIRMATIVE COVENANTS

Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitments terminated, each Borrower will, and each other Loan Party (except in the case of the covenants set forth in Sections 7.01, 7.16, 7.17, and 7.18) will:

Section 7.01 Financial Statements and Other Information. Deliver or cause to be delivered to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a) Annual Financial Statements. Within one hundred twenty (120) days of a Borrower’s fiscal year end, such Borrower’s annual financial statements (including a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules). These financial statements must be audited (with an unqualified opinion) by an independent certified public accountant acceptable to the Administrative Agent. The financial statements shall be prepared on a consolidated basis and in reasonable detail.

(b) Quarterly Financial Statements. Within forty five (45) days of the period’s end (excluding the last period in each fiscal year), such Borrower’s quarterly financial statements (including a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules), certified and dated by an authorized financial officer of such Borrower. These financial statements may be Borrower prepared. The financial statements shall be prepared on a consolidated basis and in reasonable detail.

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(c) SEC Filings. Copies of such Borrower’s Form 10-K Annual Report, Form 10-Q Quarterly Report and Form 8-K Current Report promptly after the date of filing with the SEC.

(d) Officer’s Compliance Certificate. Within the period(s) provided in Section 7.01(a) and (b) above, an Officer’s Compliance Certificate of Borrowers in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”) signed by authorized financial officers of Borrowers setting forth (i) the information and computations (in sufficient detail) to establish that Borrowers are in compliance with all financial covenants at the end of the period covered by the financial statements then being furnished and (ii) whether there existed as of the date of such financial statements and whether there exists as of the date of the certificate, any Event of Default under this Agreement and, if any such Event of Default exists, specifying the nature thereof and the action Borrowers are taking and proposes to take with respect thereto.

(e) Update of Schedules. Within the period(s) provided in Section 7.01(a) above, a report signed by a Responsible Officer of Omega Protein Corporation that supplements Schedules 6.06, 6.14, 6.16, 6.17 and 6.18, such that, as supplemented, such Schedules would be accurate and complete as of such date.

(f) Vessels. (i) Within the period(s) provided in Section 7.01(a) above, a report detailing the flag (if other than the United States) and, with respect to each Vessel which has been relocated to any area other than the Atlantic seaboard or the Gulf Coast, the then current location of each of the Vessels; and (ii) within five (5) days after receipt of notice or knowledge by any Loan Party, notice of (A) any arrest of any Vessel or the exercise or purported exercise of any Lien on any Vessel, (B) any intended deactivation or lay-up of any Vessel, or (C) any loss of any material certification, including any fishery endorsement, with respect to any Vessel, excluding for purposes of this clause, notices pertaining to the Ineligible Vessels and Excluded Vessels.

(g) Projections. Within thirty (30) days of each fiscal year end of such Borrower, such Borrower’s annual projections, specifying the assumptions used in creating the projections.

(h) Additional Information. Such additional information, reports and statements with respect to the business operations and financial condition of such Borrower as the Administrative Agent or any Lender may reasonably request from time to time.

Section 7.02 Adverse Conditions or Events. Promptly advise the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice) in writing of (a) any condition, event or act which comes to its attention that would or might materially adversely affect any Loan Party’s financial condition or operations, the Collateral from time to time securing the Secured Obligations, or Lender’s rights under the Loan Documents, (b) any litigation filed by or against any Loan Party which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) the occurrence of any Event of Default, or of any Default, or the failure of any Loan Party to observe any of its undertakings hereunder or under any of the other Loan Documents, (d) any uninsured or partially uninsured loss through fire, theft, liability or Property damage in excess of an aggregate of $5,000,000.00, and (e) any other event which has or could have a Material Adverse Effect.

Section 7.03 Taxes and Other Obligations. Pay all of such Loan Party’s taxes, assessments and other obligations, including taxes and assessments and lawful claims which, if unpaid, might by law become a Lien against the assets of such Loan Party, as the same become due and payable, except to the extent the same are being Contested in Good Faith.

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Section 7.04 Insurance. Keep its properties of an insurable nature (including all Vessels, aircraft, and all real property) insured at all times against such risks and to the extent that like properties are customarily insured by other companies engaged in the same or similar businesses similarly situated, maintain insurance of the types (including worker’s compensation insurance, liability insurance and casualty insurance) and in the coverage amounts and with reasonable deductibles as are usual and customary, with financially sound and reputable insurance companies not Affiliates of the Loan Parties. Such Loan Party shall promptly give the Mortgage Trustee (if applicable) and the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary procedure) notice of any cancellation, alteration or amendment of an insurance policy received by it from an insurer or from the operator. If requested by the Administrative Agent, such insurance policies shall (a) provide that the Administrative Agent shall receive prompt notice of any claims filed thereunder; (b) include a standard mortgagee clause in favor of the Administrative Agent on behalf of the Secured Parties with loss payable for all claims of $5,000,000.00 or more to the Administrative Agent on behalf of the Secured Parties; and (c) provide that no adverse alteration or cancellation thereof shall be effective as against the Administrative Agent on behalf of the Secured Parties until thirty (30) days after written notice of such alteration or cancellation is given to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary procedure). Each Loan Party shall deliver to the Administrative Agent certificates of insurance coverage on the Closing Date and thereafter as and when requested by the Administrative Agent, and, if requested by the Administrative Agent, copies of such insurance policies and all endorsements thereto.

Section 7.05 Compliance with Governmental Requirements. (a) Comply in all material respects with all applicable Governmental Requirements (including the Jones Act and all laws applicable to the U.S. Fisheries Trade) and provide evidence thereof to the Administrative Agent if requested by the Administrative Agent, and (b) comply with and satisfy all legal requirements of each Vessel’s home port, now or hereafter from time to time in effect, in order that such Vessel shall continue to be documented pursuant to the laws of the jurisdiction of its home port with such endorsements as shall qualify such Vessel for participation in trades and services to which it may be dedicated from time to time and not do or allow to be done anything whereby such documentation is or could reasonably be expected to be forfeited.

Section 7.06 Environmental. Except where failure to do so would not reasonably be expected to cause a Material Adverse Effect, each Loan Party will comply in all material respects with all environmental, health, and safety laws and regulations applicable to it. The Loan Parties shall immediately notify the Administrative Agent of any material remedial action taken by any Loan Party under environmental laws with respect to such Loan Party’s business operations. Except where failure to do so would not reasonably be expected to cause a Material Adverse Effect, the Loan Parties will not use or permit any other party to use any Hazardous Materials at any of their places of business or at any other Property owned by the Loan Parties except such materials as are incidental to the Loan Parties’ normal course of business, maintenance and repairs and which are handled in compliance with all applicable environmental laws. Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent reasonably believes has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 6.13 to be untrue in any material respect, furnish or cause to be furnished to the Administrative Agent, at the Loan Parties’ expense, a report of an environmental assessment of said occurrence or discovery in reasonable scope, form and depth (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such

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written request, then the Administrative Agent may arrange for the same, and the Loan Parties hereby grant to the Administrative Agent and its representatives access to such real properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Loan Parties on demand and added to the obligations secured by the Collateral Documents. The Loan Parties shall provide the Administrative Agent, its agents, contractors, employees and representatives with access to and copies of any and all data and documents relating to or dealing with any Hazardous Materials used, generated, manufactured, stored or disposed of by their business operations within ten (10) days of the request therefor.

Section 7.07 Compliance with Material Agreements. Comply in all respects with all existing and future agreements, indentures, mortgages, or documents which are binding upon it or affect any of its properties or business, a breach of which (when considered alone or when aggregated with the effect of other breaches) could have a Material Adverse Effect.

Section 7.08 Maintenance of Records. Keep at all times books and records of account in accordance with GAAP in which full, true and correct entries will be made of all dealings or transactions in relation to the business and affairs of such Loan Party, and such Loan Party will provide adequate protection against loss or damage to such books of record and account.

Section 7.09 Inspection of Books and Records. Allow any representative of the Administrative Agent or any Lender to visit and inspect its properties, to examine its books of record and account and to discuss its affairs, finances and accounts with any of its officers, directors, employees and agents, all at such reasonable times and as often as the Administrative Agent or any Lender may request.

Section 7.10 Existence and Qualification. Preserve and maintain its existence and good standing in each jurisdiction in which qualification is required and where failure to so qualify could reasonably be expected to have a Material Adverse Effect.

Section 7.11 [Reserved].

Section 7.12 Vessel Covenants. Maintain a valid U.S. Coast Guard Certificate of Documentation with a valid fishery endorsement (or coastwise trade endorsement, as its use may require) and a current U.S. Coast Guard Certificate of Inspection for each Vessel identified on Schedule 6.16 as a U.S. flagged Vessel, (b) comply with all material (i) U.S. Coast Guard requirements and NMFFP requirements, (ii) manning requirements of each Vessel and (iii) requirements of the protection and indemnity and hull underwriters as is necessary to ensure full insurance coverage of each Vessel, and (c) promptly, satisfy all maritime Liens, other than Liens created pursuant to the First Preferred Ship Mortgages and any other Permitted Liens.

Section 7.13 Citizenship. Each Loan Party that owns a Vessel shall qualify at all times as a U.S. Citizen and shall cause such Vessel to be in compliance with all laws applicable to the Vessels documented under U.S. flag and engaged in the U.S. Fisheries Trade, duly documented in the name of the relevant Loan Party under the laws and flag of the United States with a valid fishery endorsement (or coastwise trade endorsement, as its use may require) on its U.S. Coast Guard Certificate of Documentation, and duly qualified for the U.S. Fisheries Trade and/or the U.S. coastwise trade.

Section 7.14 Additional Collateral.

(a) Collateral Other Than Vessels. (i) Cause all of the owned and leased real and personal property (other than Excluded Property) of each Loan Party to be subject at all times to first priority,

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perfected and, in the case of real property (whether leased or owned), title insured Liens in favor of the Administrative Agent on behalf of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent or the Required Lender (through the Administrative Agent) may reasonably request in connection with the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, Officer’s Certificates, Partner’s Certificates, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s (on behalf of the Secured Parties) Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent or the Required Lenders, as applicable.

(b) Vessels. Upon the acquisition by a Loan Party of an Eligible Vessel, upon an Excluded Vessel ceasing to be an Excluded Vessel, or upon an Ineligible Vessel ceasing to be an Ineligible Vessel, unless such Vessel is, or is to be, subject to a Lien securing indebtedness permitted under Section 8.04(c), such Loan Party shall execute and deliver to the Mortgage Trustee, for the benefit of the Administrative Agent and the Secured Parties, (i) a First Preferred Ship Mortgage granting the Mortgage Trust, for the benefit of the Administrative Agent and the Secured Parties, a Lien in such Vessel to secure the Obligations, (ii) an Assignment of Insurances granting the Mortgage Trust, for the benefit of the Administrative Agent and the Secured Parties, a Lien in the insurances in respect of such Vessel, together with the proceeds thereof, to secure the Secured Obligations, and (iii) such evidence of corporate authority to enter into such First Preferred Ship Mortgage and Assignment of Insurances as the Administrative Agent or the Mortgage Trustee may reasonably request.

(c) Additional Reedville Properties. Upon completion of construction of a building to house meal-bagging operations or similar improvements to an existing building on any real property constituting Additional Reedville Properties or any adjacent real property to the Additional Reedville Properties, the Additional Reedville Properties shall cease to be Excluded Property, and the Borrowers shall cause such Properties to be subject at all times to a first priority, perfected and title insured Lien in favor of the Administrative Agent on behalf of the Secured Parties to secure the Secured Obligations, subject in any case to Permitted Liens, and shall deliver such documentation set forth in Section 5.01, including Section 5.01(d), reasonably required by the Administrative Agent.

Section 7.15 Further Assurances. Make, execute or endorse, acknowledge and deliver or file or cause the same to be done, all such vouchers, invoices, notices, certifications and additional agreements, undertakings, conveyances, deeds of trust, mortgages, assignments, financing statements or other assurances, and take any and all such other actions as the Administrative Agent or the Required Lenders (through the Administrative Agent) may from time to time deem necessary or appropriate in connection with this Agreement or any of the other Loan Documents (i) to cure any defects in the creation of the Loan Documents, or (ii) to evidence further or more fully describe, perfect or realize on the Collateral intended as security, or (iii) to correct any omissions in the Loan Documents, or (iv) to state more fully the security for the Secured Obligations, or (v) to perfect, protect or preserve any Liens pursuant to any of the Loan Documents, or (vi) for better assuring and confirming unto the Administrative Agent on behalf of the Secured Parties all or any part of the security for any of the Secured Obligations.

Section 7.16 Minimum Tangible Net Worth. Maintain on a consolidated basis Tangible Net Worth equal to at least the sum of the following: (a) $150,000,000.00, plus (b) fifty percent (50%) of net income (if positive, with no deduction for losses) earned in each quarterly accounting period commencing after June 30, 2011, plus (c) one hundred percent (100%) of the net proceeds from any Equity Interests issued after the date of this Agreement, plus (d) one hundred percent (100%) of any increase in stockholders’ equity resulting from the conversion of debt securities to Equity Interests after the date of

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this Agreement. Tangible Net Worth for purposes of this calculation shall exclude Other Comprehensive Income/Loss as set forth in the Borrowers’ applicable financial statements. This covenant will be tested at the end of each fiscal quarter.

Section 7.17 Asset Coverage Ratio. Maintain on a consolidated basis an Asset Coverage Ratio of at least 2.50 to 1.00. This ratio will be calculated at the end of each fiscal quarter.

Section 7.18 Minimum Profitability. Maintain a positive Adjusted Profitability. This covenant will be tested at the end of each fiscal quarter, measured on a trailing four (4) quarter basis for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such determination date.

Section 7.19 Covenant to Guarantee Obligations and Give Security. Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary by any Loan Party and/or upon any existing Inactive Subsidiary that is a Domestic Subsidiary having or acquiring assets such that it will no longer satisfy the conditions to be an Inactive Subsidiary as provided in the definition of “Inactive Subsidiary” in Section 1.01, then Borrowers shall, at Borrowers’ expense, within thirty (30) days after such formation, acquisition or conversion from an Inactive Subsidiary status:

(a) cause such Subsidiary to execute and deliver to the Administrative Agent a joinder agreement substantially in the form of Exhibit I (a “Joinder Agreement”);

(b) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail satisfactory to the Administrative Agent, together with the documentation, evidence, consents and other items called for by Section 5.01;

(c) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to become a Guarantor and to grant a Lien against all of its assets (other than Excluded Property) by executing and delivering to the Administrative Agent on behalf of the Secured Parties such Collateral Documents, as specified by and in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall deem appropriate for such purpose;

(d) cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent on behalf of the Secured Parties valid and subsisting Liens on the properties purported to be subject to the Collateral Documents delivered pursuant to this Section 7.19, enforceable against all third parties in accordance with their terms;

(e) if requested by the Administrative Agent, execute and deliver to the Administrative Agent on behalf of the Secured Parties a Security Agreement and all certificates (or other evidence acceptable to Lender) evidencing the issued and outstanding Equity Interests of any such Subsidiary which shall be endorsed or accompanied by stock powers executed in blank, as applicable; and

(f) upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (a), (c), (d) and (e) above, and as to such other matters as the Administrative Agent may reasonably request.

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Section 7.20 Use of Proceeds. Use the proceeds of any Extension of Credit solely for the following purposes: (a) to finance Permitted Acquisitions; and (b) for working capital, capital expenditures and general corporate purposes of the Borrowers and their Subsidiaries, including the payment of certain fees and expenses incurred in connection with this Agreement.

ARTICLE VIII

NEGATIVE COVENANTS

Until all of the Obligations (other than contingent, indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitments terminated, the Loan Parties will not:

Section 8.01 Negative Pledge. Grant, suffer or permit any Lien on its assets, except for Permitted Liens.

Section 8.02 Merger, Etc. Enter into any merger or consolidation, except that any Borrower may merge into or consolidate with any of its Subsidiaries so long as such Borrower is the survivor and any Subsidiary may merge with any other Subsidiary; provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person.

Section 8.03 Extensions of Credit. Make any loan or advance to any individual, partnership, corporation or other entity without consent of the Required Lenders, except (a) loans and intercompany adjustments among Borrowers and their Subsidiaries occurring in the ordinary course of business, and (b) advances made to employees of such Loan Party for the payment by them of items for which an expense report or voucher will be filed and which items will constitute ordinary and necessary business expenses of such Loan Party.

Section 8.04 Borrowings. Create, incur, assume or become liable in any manner for any Indebtedness other than to Lenders, except for (a) normal trade debts incurred in the ordinary course of such Loan Party’s business; (b) any Indebtedness in respect of NMFFP Financing outstanding on the Closing Date and described on Schedule 8.04 attached hereto; (c) Indebtedness in respect of NMFFP Financing incurred after the Closing Date in an aggregate principal amount not to exceed $20,000,000.00 (for all Loan Parties collectively); (d) purchase money Indebtedness (including Capital Leases) incurred by a Loan Party to finance the purchase of fixed assets in an aggregate amount not to exceed $2,000,000.00 (for all Loan Parties collectively); (e) take or pay arrangements entered into in the ordinary course of business; (f) obligations under the earn-out agreement incurred under the prior Acquisition by Borrowers of InCon Processing, L.L.C., and other non-competition, earn-out or similar agreements incurred under or pursuant to Permitted Acquisitions; (g) leases of personal property which are not Capital Leases under GAAP; (h) net liabilities under Hedge Agreements permitted under Section 8.14; (i) other unsecured Indebtedness in an aggregate principal amount not to exceed $5,000,000.00 at any one (1) time outstanding (for all Loan Parties collectively); (j) Indebtedness incurred in connection with the financing of insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000.00 (for all Loan Parties collectively); (k) Indebtedness permitted under Section 8.03; and (l) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with a Permitted Acquisition; provided that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) no Loan Party other than the Person who became a Subsidiary or their Subsidiary shall have any liability or other obligation with respect to such Indebtedness, and (iii) such Indebtedness does not result in any Lien other than Permitted Liens.

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Section 8.05 Dividends and Distributions. (a) Declare or pay any dividends or distributions; or (b) purchase, redeem, buy-back, retire or otherwise acquire for value any of its Equity Interests now or hereafter outstanding; or (c) make any distribution of assets to the holders of its Equity Interests, whether in cash, assets, or in obligations of such Loan Party; or (d) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of any of its Equity Interests; or (e) make any other distribution by reduction of capital or otherwise in respect of any of its Equity Interests; provided that, so long as no Event of Default exists or would result therefrom, (i) each Subsidiary may declare and pay dividends or distributions to any Loan Party and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such dividend or distribution is being made, (ii) Borrowers may purchase, redeem, buy-back or retire or otherwise acquire for value any of their respective Equity Interests now or hereafter outstanding, and (iii) Omega Protein Corporation and each Subsidiary may declare and pay dividends or distributions whether payable in cash or in common Equity Interests of such Person.

Section 8.06 Dispositions. Make any Disposition except (a) Permitted Dispositions, and (b) other Dispositions so long as (i) at least seventy five percent (75%) of the consideration paid in connection therewith shall be cash or cash equivalents paid contemporaneously with the consummation of the transaction and shall be in an amount not less than the fair market value of the Property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority Equity Interest in a Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section, and (iv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties in all such transactions in any fiscal year of Omega Protein Corporation shall not exceed $7,500,000.00.

Section 8.07 Capital Expenditures. Spend or incur obligations (including the total amount of any capital leases) for more than the greater of $30,000,000.00 or fifteen percent (15%) of sales (for all Loan Parties collectively) in any single fiscal year to acquire fixed assets.

Section 8.08 Revolving Credit Exposure not to Exceed Commitment. Permit at any time the Revolving Credit Exposure to exceed the Revolving Credit Commitments.

Section 8.09 Investments. Make any investments, except investments consisting of (a) temporary investments in securities of the United States having maturities not in excess of one (1) year, (b) any certificate of deposit, time deposit or bankers acceptance maturing not more than one year after its date of issuance, that is issued by (i) any bank organized under the laws of the United States (or any state thereof), and that has (A) a short-term credit rating of at least “Prime-1” (or the then equivalent grade) by Moody’s Investors Service, Inc., or at least “A-1” (or the then equivalent grade) by Standard & Poor’s Corporation, and (B) a combined capital and surplus greater than $500,000,000.00, or (ii) any Lender, (c) readily marketable commercial paper rated at least “A-1” by Standard & Poor’s Corporation (or similar rating by any similar organization which rates commercial paper), (d) readily marketable direct obligations of any state of the United States of America or any political subdivision of any such state given on the date of such investment a credit rating of at least AA by Standard & Poor’s Corporation due within one (1) year from the acquisition thereof, (e) repurchase agreements with respect to the investments referred to in the preceding clauses with any bank or trust company organized under the laws of the United States of America or any state thereof and having combined capital, surplus and undivided profits of not less than $500,000,000.00 (as of the date of its most recent financial statements) and having deposits that have received one (1) of the two (2) highest ratings obtainable from Standard & Poor’s Corporation, (f) Eurodollar time accounts or Eurodollar certificates of deposit each with banker’s acceptances of any bank or trust company organized under the laws of the United States of America or

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any state thereof having combined capital, surplus and undivided profits of not less than $500,000,000.00 (as of the date of its most recent financial statements) and having deposits that have received one (1) of the two (2) highest ratings obtainable from Standard & Poor’s Corporation, (g) shares of money market mutual or similar funds which invest primarily in assets satisfying the requirements of clauses (a) through (f) of this Section 8.09, (h) Hedge Agreements permitted by Section 8.14, to the extent the same constitute assets of such Loan Party, (i) Permitted Acquisitions, (j) Cash Management Agreements permitted under this Agreement, and (k) investments of a nature not contemplated in the foregoing clauses of this Section in an amount not to exceed $2,500,000.00 in the aggregate (for the Loan Parties collectively) at any one (1) time outstanding.

Section 8.10 Change of Control of Borrowers. Permit a Change of Control.

Section 8.11 Change in Nature of Business. Conduct any business other than, or make any material change in the nature of, its business as carried on as of the date hereof.

Section 8.12 No Negative Pledge. Enter into or permit to exist any arrangement or agreement, other than pursuant to this Agreement or any Loan Document, which directly or indirectly prohibits such Loan Party from creating or incurring any Lien on any of its assets, other than (a) any agreements governing indebtedness permitted to be incurred pursuant to clauses (b), (c), (d) and (g) of Section 8.04 (but only to the extent of the assets purchased or leased with the financing provided by such agreements), and (b) customary non-assignment provisions in leases, joint venture agreement, and other contracts entered into in the ordinary course of business.

Section 8.13 Arm’s Length Transactions. Enter into a transaction with any Affiliate, except (a) a transaction upon terms that are not less favorable to it than would be obtained in a transaction negotiated at arm’s length with an unrelated third party, or (b) a transaction with another Loan Party.

Section 8.14 Hedge Agreements. Enter into any Hedge Agreement other than those (a) that are existing as of the date of the Agreement and set forth on Schedule 8.14, and (b) Hedge Agreements that are entered into in the ordinary course of business to mitigate risks and not entered into for speculative purposes.

Section 8.15 Subsidiaries. Form or acquire any Subsidiaries without complying with the provisions of Section 7.19.

Section 8.16 Maritime Industry Standards. Without limiting any of the terms of any First Preferred Ship Mortgage: (a) permit any Vessel to be used for any illegal purpose or to commence or continue a voyage in unseaworthy condition, (b) change the flag, class, ownership, management or control of any Vessel, (c) cause or allow any Vessel to be operated in any area not covered by the insurance policies required under this Agreement or the other Loan Documents or in any country for which exports or transactions are subject to specific restrictions under United States export laws, (d) cause or allow any Vessel to be chartered to any Person without the prior written consent of the Administrative Agent, (e) cause or allow any change in the physical characteristics of any Vessel that would, in the reasonable judgment of the Administrative Agent, materially interfere with the suitability of such Vessel for normal offshore fisheries operations without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld), (f) charter any Vessel to, or permit the Vessel to serve under any contract with, a Person included within the definition of “national” of a “designated foreign country,” or “specially designated national” of a “designated foreign country,” in the Foreign Assets Control Regulations or the Cuban Assets Control Regulations of the United States Treasury Department, 31 C.F.R. Parts 500 and 515, in each case as amended, or engaged in any transaction that violates any provision of the Iranian Transactions Regulations, 31 C.F.R. Part 560, as amended, the

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Foreign Funds Control Regulations, 31 C.F.R. Part 520, as amended, the Transaction Control Regulations, 31 C.F.R. Part 505, as amended, the Haitian Transaction Regulations, 31 C.F.R. Part 580, as amended, the Foreign Assets Control Regulations, 31 C.F.R. 500, as amended, or Executive Orders 12810 and 12831 if such transaction or violation would (i) expose the Administrative Agent, any Lender or any Related Party to any penalty, sanction or investigation or (ii) jeopardize the Lien created by the First Preferred Ship Mortgages or (iii) might reasonably be expected to have a material adverse effect on the Loan Parties or the operation of the Vessels, or call at a Cuban port to load or discharge cargo or to effect repairs on the Vessels, (g) abandon any Vessel in a port outside the United States, (h) engage in any unlawful trade or violate any law or carry any cargo that shall expose any Vessel to forfeiture or capture, or (i) operate any Vessel in any jurisdiction or in any manner which could cause the Lien created by the applicable First Preferred Ship Mortgage to be rendered unenforceable or the Administrative Agent’s foreclosure or enforcement rights to be materially impaired or hindered.

ARTICLE IX

DEFAULT AND REMEDIES

Section 9.01 Events of Default. Each of the following shall constitute an Event of Default:

(a) Nonpayment. (a) Any Borrower shall default in the due and punctual payment of any principal or interest of the Loans or any Reimbursement Obligation when due and payable, whether at maturity, by reason of acceleration or otherwise, or (b) any Loan Party shall default in the due and punctual payment of any other Obligation when due and payable, whether at maturity, by reason of acceleration or otherwise.

(b) Representations and Warranties. Any representation, warranty or statement made by any Loan Party herein or otherwise in writing in connection herewith or in connection with any of the other Loan Documents and the agreements referred to herein or therein or in any financial statement, certificate or statement signed by any officer or employee of any Loan Party and furnished pursuant to any provision of the Loan Documents shall be materially false, incorrect or incomplete when made.

(c) Default in Covenants Under Agreement. (i) Any Loan Party shall default in the due performance or observance by it of any term, covenant or agreement set forth in Sections 7.02, 7.11, 7.12, 7.13, 7.14, 7.16, 7.17, and 7.18 or in Article VIII hereof; or, (ii) any Loan Party shall default in the due performance or observance of any term, covenant or agreement contained in this Agreement other than those specified in clause (i) immediately preceding (and other than those covered by another Section in this Section 9.1), and such default continues unremedied for a period of twenty (20) days.

(d) Default in Other Loan Documents. Any Loan Party shall default in the due performance of or observance by it of any term, covenant or agreement on its part to be performed pursuant to the terms of any of the other Loan Documents and the default shall continue unremedied beyond any grace or cure period therein provided.

(e) Default in Other Debt. An event of default shall occur under the provisions of any instrument (other than the Loan Documents) evidencing indebtedness of any Loan Party for the payment of borrowed money in an amount in excess of $2,000,000.00 or of any agreement relating thereto (including the NMFFP Financing), the effect of which is to permit the holder or holders of such instrument to cause the indebtedness evidenced by such instrument to become due and payable prior to its stated maturity (whether or not the holder actually exercises such option).

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(f) Validity of Loan Documents. Any of the Loan Documents shall cease to be a legal, valid and binding agreement enforceable against any party executing the same in accordance with the respective terms thereof, or shall in any way be terminated, or become or be declared ineffective or inoperative, or shall in any way whatsoever cease to give or provide the respective rights, remedies, powers and privileges intended to be created thereby.

(g) Bankruptcy. Any Loan Party shall suspend or discontinue its business operations, or shall generally fail to pay its debts as they mature, or shall file a petition commencing a voluntary case concerning any Loan Party under any Debtor Relief Law; or any involuntary case shall be commenced against any Loan Party under any Debtor Relief Law and such involuntary case shall not be dismissed within sixty (60) days of filing.

(h) Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of such Loan Party and is not released, vacated or fully bonded within thirty (30) days after its issue or levy.

(i) Judgments and Decrees. Any Loan Party shall suffer a final judgment for the payment of money in an amount in excess of $2,000,000.00 and shall not discharge the same within a period of thirty (30) days unless, pending further proceedings, execution has not been commenced, or, if commenced, has been effectively stayed. Any order, judgment or decree shall be entered in any proceeding against any Loan Party decreeing the dissolution or split up of such entity and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days.

(j) Hedge Agreement Default. A default shall occur under any Hedge Agreement between a Hedge Bank and any Borrower or an Affiliate of any Borrower and such default shall continue unremedied beyond any grace or cure period therein provided.

(k) ERISA. Any of the following events shall occur or exist with respect to any Loan Party and any ERISA Affiliate and the regulations promulgated thereunder:

(i) any Reportable Event shall occur;

(ii) complete or partial withdrawal from any Multiemployer Plan shall take place;

(iii) any Prohibited Transaction shall occur;

(iv) a notice of intent to terminate an ERISA Plan shall be filed, or an ERISA Plan shall be terminated;

(v) circumstances shall exist which constitute grounds entitling the PBGC to institute proceedings to terminate an ERISA Plan, or the PBGC shall institute such proceedings;

(vi) any Loan Party or any ERISA Affiliate completely or partially withdraws from a Multiemployer Plan; or

(vii) any Loan Party or any ERISA Affiliate fails to meet its minimum funding requirements under ERISA with respect to its ERISA Plans;

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and in each case above, such event or condition, together with all other events or conditions, if any, could subject such Loan Party to any tax, penalty or other liability which in the aggregate may exceed $2,000,000.00.

Subject to Section 11.02, an Event of Default that has occurred shall cease to be an Event of Default only if it has been waived in writing by the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, or the Administrative Agent, the Required Lenders and/or the Lenders have acknowledged its cure in writing. Upon the acceleration of the maturity or other payment of the Obligations, notwithstanding any provision in this Agreement or any other Loan Document providing that the Administrative Agent and/or the Lenders may exercise their rights and remedies during the “existence of an Event of Default” or similar language, no further waiver or cure of any Event of Default shall be available to Borrowers, and the Administrative Agent and/or the Lenders shall be entitled to exercise all of their rights and remedies under this Agreement and the other Loan Documents.

Section 9.02 Remedies. Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers:

(a) Acceleration; Termination of Credit Facility. Terminate the Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Loan Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrowers to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 9.01(g), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Loan Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

(b) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrowers shall at such time deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrowers.

(c) General Remedies. Exercise on behalf of the Secured Parties all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations.

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Section 9.03 Rights and Remedies Cumulative; Non-Waiver; etc.

(a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowers, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

(b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.07 (subject to the terms of Section 4.04), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.04, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 9.04 Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 9.02 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied:

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Mortgage Trustee, the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Lender in its capacity as such, and after the payment to the Mortgage Trustee, ratably among the Administrative Agent, the Issuing Lender and Swingline Lender in proportion to the respective amounts described in this clause First payable to them;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them;

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Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing Lender, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize any L/C Obligations then outstanding; and

Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Applicable Law.

Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Section 9.05 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lender and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lender and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lender and the Administrative Agent under Sections 3.03, 4.03 and 11.03) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other Property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lender, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.03, 4.03 and 11.03.

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Section 9.06 Credit Bidding.

(a) The Administrative Agent, on behalf of itself and the Lenders, shall have the right to credit bid and purchase for the benefit of the Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law.

(b) Each Lender hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral.

Section 9.07 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of any Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender or the Swingline Lender or any of their respective Affiliates, irrespective of whether or not such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Lender, the Swingline Lender or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 9.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, the Issuing Lender and the Swingline Lender agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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ARTICLE X

THE ADMINISTRATIVE AGENT

Section 10.01 Appointment and Authority.

(a) Each of the Lenders and the Issuing Lender hereby irrevocably designates and appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither any Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article X for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Articles X and XI (including Section 11.03, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 10.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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Section 10.03 Exculpatory Provisions.

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.02 and Section 9.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrowers, a Lender or the Issuing Lender.

(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 10.04 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition

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hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 10.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one (1) or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the Credit Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

Section 10.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrowers and such Person, remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall

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instead be made by or to each Lender and the Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d) Any resignation by Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Section 10.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 10.08 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, book managers, lead managers, arrangers, lead arrangers or co-arrangers listed on the cover page or signature pages hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder.

Section 10.09 Collateral Matters.

(a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion:

(i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Commitments and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash

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Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in writing in accordance with Section 11.02; and

(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien.

The foregoing shall be deemed to include the authorization of the Administrative Agent to direct the Mortgage Trustee to take such actions pursuant to the First Preferred Ship Mortgages and the Assignments of Insurances. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate (or instruct the Mortgage Trustee to release or subordinate) its interest in particular types or items of Property pursuant to this Section 10.09. In each case as specified in this Section 10.09, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 10.09. In the case of any such sale, transfer or disposal of any Property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 8.06, the Liens created by any of the Collateral Documents on such Property shall be automatically released without need for further action by any Person.

(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Section 10.10 Secured Hedge Agreements and Secured Cash Management Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 9.04 or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

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ARTICLE XI

MISCELLANEOUS

Section 11.01 Notices.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

If to the Borrowers:

Omega Protein Corporation and/or

Omega Protein, Inc., as applicable

2105 Citywest Blvd., Suite 500

Houston, TX 77042

Attention of: Andrew Johannesen, Chief Financial Officer

Telephone No.: (713) 940-6113

Facsimile No.: (713) 940-6122

E-mail: ajohannesen@omegaproteininc.com

If to Wells Fargo as Administrative Agent:

Wells Fargo Bank, National Association

2500 Citywest Blvd., Suite 1100

Houston, TX 77042

Attention of: John L. Kallina, Senior Vice President

Telephone No.: (713) 273-8513

Facsimile No.: (713) 273-8530

E-mail: john.l.kallina@wellsfargo.com

If to any Lender:

To the address set forth on the Register

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender pursuant to Article II if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by

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electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrowers and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed and Letters of Credit requested.

(d) Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(e) Platform.

(i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Issuing Lender and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the any Loan Party, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, the Issuing Lender or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

(f) Private Side Designation. Each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States federal and state securities Applicable Laws, to make reference to any Borrower’s materials and/or information that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to such Borrower or its securities for purposes of United States federal or state securities Applicable Laws.

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Section 11.02 Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowers; provided, that no amendment, waiver or consent shall:

(a) without the prior written consent of the Required Lenders, amend, modify or waive (i) Section 5.02 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 5.02, any substantially concurrent request by the Borrowers for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Commitment;

(b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;

(c) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document (including extending the Maturity Date or the maturity of any Loan) without the written consent of each Lender directly and adversely affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 4.01(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;

(e) change Section 4.06 or Section 9.04 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;

(f) except as otherwise permitted by this Section 11.02 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;

(g) consent to the assignment or transfer by any Loan Party of such Loan Party’s rights and obligations under any Loan Document to which it is a party, in each case, without the written consent of each Lender;

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(h) release any Guarantor from any Guaranty Agreement, without the written consent of each Lender;

(i) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 10.09 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;

provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) the Administrative Agent and the Borrowers shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 11.02) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 4.13; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender.

Section 11.03 Expenses; Indemnity.

(a) Costs and Expenses. The Borrowers and any other Loan Party, jointly and severally, shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, Wilmington and the Mortgage Trustee (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, Wilmington and the Mortgage Trustee), in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender, Wilmington or the Mortgage Trustee (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the Issuing Lender, Wilmington or the Mortgage Trustee), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b) Indemnification by the Borrowers. Each Borrower shall, jointly and severally, indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including any Environmental Claims), damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower or any other Loan Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any Property owned or operated by any Loan Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Loan Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNITEE.

(c) Reimbursement by Lenders. To the extent that the Borrowers for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s pro rata share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 4.07.

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(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrowers and each other Loan Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable promptly after demand therefor.

(f) Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Section 11.04 Interest Rate Limitation.

(a) It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, notwithstanding any provision to the contrary in the Loan Documents, in no event shall any Loan Documents require the payment or permit the payment, taking, reserving, receiving, collection or charging of any sums constituting interest under Applicable Laws that exceed the Maximum Rate. If any such excess interest is called for, contracted for, charged, taken, reserved or received in connection with any Loan Documents, or in any communication by any Lender or any other Person to the Borrowers or any other Person, or in the event that all or part of the principal or interest hereof or thereof shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, reserved or received on the amount of principal actually outstanding from time to time under the Loan Documents shall exceed the Maximum Rate, then in such event it is agreed that: (a) the provisions of this paragraph shall govern and control; (b) no Borrower nor any other Person or entity now or hereafter liable for the payment of any Loan Documents shall be obligated to pay the amount of such interest to the extent it is in excess of the Maximum Rate; (c) any such excess interest which is or has been received by any Lender, notwithstanding this paragraph, shall be credited against the then unpaid principal balance hereof or thereof, or if any of the Loan Documents has been or would be paid in full by such credit, refunded to the Borrowers; and (d) the provisions of each of the Loan Documents, and any other communication to the Borrowers, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the Maximum Rate. The right to accelerate the maturity of the Loan Documents does not include the right to accelerate, collect or charge unearned interest, but only such interest that has otherwise accrued as of the date of acceleration. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, reserved or received in connection with any of the Loan Documents which are made for the purpose of determining whether such rate exceeds the Maximum Rate shall be made to the extent permitted by Applicable Laws by amortizing, prorating, allocating and spreading during the period of the full term of such Loan Documents, including all prior and subsequent renewals and extensions hereof or thereof, all interest at any time contracted for, charged, taken, reserved or received by any Lender. The terms of this Section shall be deemed to be incorporated into each of the other Loan Documents.

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(b) To the extent that the Administrative Agent on behalf of the Lenders are relying on Chapter 303 of the Texas Finance Code to determine the Maximum Rate payable on the applicable Notes and/or any other portion of the Obligations, the Administrative Agent will utilize the weekly ceiling from time to time in effect as provided in such Chapter 303, as amended. To the extent federal law permits the Lenders to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law, the Administrative Agent on behalf of the Lenders will rely on federal law instead of such Chapter 303 for the purpose of determining the Maximum Rate. Additionally, to the extent permitted by Applicable Law now or hereafter in effect, the Administrative Agent on behalf of the Lenders may, at its option and from time to time, utilize any other method of establishing the Maximum Rate under such Chapter 303 or under other Applicable Law by giving notice, if required, to the Borrowers as provided by Applicable Law now or hereafter in effect.

Section 11.05 GOVERNING LAW; JURISDICTION, ETC.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS (BUT NOT THE RULES GOVERNING CONFLICT OF LAWS) OF THE STATE OF TEXAS.

(b) SUBMISSION TO JURISDICTION. EACH OF THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE ISSUING LENDER, THE SWINGLINE LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF TEXAS SITTING IN HARRIS COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER, THE ISSUING LENDER OR THE SWINGLINE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH OF THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.01. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 11.06 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 11.07 Reversal of Payments. To the extent any Loan Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent. The Administrative Agent on behalf of the Lenders shall have the continuing and exclusive right to apply, reverse and re-apply any and all payments to any portion of the Obligations in a manner consistent with the terms of this Agreement.

Section 11.08 Injunctive Relief. The Borrowers recognize that, in the event the Borrowers fail to perform, observe or discharge any of their obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrowers agree that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 11.09 Accounting Matters. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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Section 11.10 Successors and Assigns; Participations.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one (1) or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that, in each case with respect to any Credit Facility, any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000.00, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that a Borrower shall be deemed to have given its consent fifteen (15) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by such Borrower prior to such fifteenth (15^th ) Business Day;

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;

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(iii) Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Credit Facility if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

(C) the consents of the Issuing Lender and the Swingline Lender shall be required for any assignment in respect of the Revolving Credit Facility; and

(D) the consent of the Administrative Agent if, in the reasonable opinion of the Administrative Agent, such assignment would result in any Loan Party’s noncompliance with MarAd certification or disclosure requirements or similar governmental regulations; and provided further, however, that no Lender may assign all or any portion of its rights and obligations under this Agreement to any Person if such assignment, either by itself or in combination with any other event or circumstance, including any assignment made prior to or contemporaneously therewith, would, in the reasonable opinion of the Administrative Agent, be expected to cause (1) any First Preferred Ship Mortgage to cease to qualify as a valid preferred mortgage as defined in the AFA, (2) MarAd to conclude, pursuant to 46 C.F.R. §356.11 or 46 C.F.R. §356.19(b)(6), that Persons who are not U.S. Citizens would obtain excessive control of any Loan Party or (3) the Loan Parties who are grantors under any First Preferred Ship Mortgage to cease to qualify as U.S. Citizens eligible to own and operate Fishing Industry Vessels.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.00 for each assignment; provided that (A) only one (1) such fee will be payable in connection with simultaneous assignments to two (2) or more Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Loan Parties or any of the Loan Parties’ Subsidiaries or Affiliates or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and

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until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(viii) Notice to MarAd. Within thirty (30) days of the requisite parties’ approval of any such assignment, the Administrative Agent shall provide MarAd, attention Citizenship Approval Officer, with notice thereof, setting forth the name and address of the new Lender as well as certain other information that may be requested of it by the Citizenship Approval Officer.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.08, 4.09, 4.10, 4.11 and 11.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one (1) of its offices in Houston, Texas, a copy of each Assignment and Assumption and each joinder agreement entered into pursuant to Section 4.13 delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitment of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person or

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any Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrowers, the Administrative Agent, the Issuing Lender, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) any such participation shall require the prior written consent of the Administrative Agent if, in the reasonable opinion of the Administrative Agent, such participation would result in any Loan Party’s non-compliance with MarAd certification or disclosure requirements or similar governmental regulations; and provided further; however, that no Lender may sell participations in all or any portion of its rights and obligations under this Agreement to any Person if such participation, either by itself or in combination with any other event or circumstance, including any participation sold prior to or contemporaneously therewith, would, in the reasonable opinion of the Administrative Agent, be expected to cause (A) any First Preferred Ship Mortgage to cease to qualify as a valid preferred mortgage as defined in the AFA, (B) MarAd to conclude, pursuant to 46 C.F.R. §356.11 or 46 C.F.R. §356.19(b)(6), that Persons who are not U.S. Citizens would obtain excessive control of any Loan Party, or (C) the Loan Parties who are grantors under any First Preferred Ship Mortgage to cease to qualify as U.S. Citizens eligible to own and operate Fishing Industry Vessels. Each Lender shall be responsible for the indemnity under Section 11.03(c) with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in Section 11.02 that directly affects such Participant and could not be affected by a vote of the Required Lenders. The Borrowers agrees that each Participant shall be entitled to the benefits of Sections 4.08, 4.09, 4.10 and 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant agrees to be subject to the provisions of Section 4.12 as if it were an assignee under paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.07 as though it were a Lender; provided that such Participant agrees to be subject to Section 4.06 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 4.10 and 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. No Participant shall be entitled to the benefits of Section 4.11 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 4.11 as though it were a Lender.

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(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 11.11 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by, or required to be disclosed to, any rating agency, or regulatory or similar authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrowers or its Subsidiaries or the Credit Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility; (h) with the consent of the Borrowers, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers or (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates. For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof; provided that, in the case of information received from a Loan Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Section 11.12 Performance of Duties. Each of the Loan Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Loan Party at its sole cost and expense.

Section 11.13 All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated. All such powers of attorney shall be for security.

Section 11.14 Survival.

(a) All representations and warranties set forth in Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

(b) Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XI and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

Section 11.15 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

Section 11.16 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 11.17 Counterparts; Integration; Effectiveness; Electronic Execution.

(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement

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(b) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the Texas Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 11.18 Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitments have been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

Section 11.19 USA PATRIOT Act. The Administrative Agent and each Lender hereby notifies the Borrowers that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrowers and the other Loan Parties, which information includes the name and address of the Borrowers and each other Loan Party and other information that will allow such Lender to identify each Borrower or such other Loan Parties in accordance with the PATRIOT Act.

Section 11.20 Independent Effect of Covenants. The Borrowers and the other Loan Parties expressly acknowledge and agree that each covenant contained in Articles VII or VIII hereof shall be given independent effect. Accordingly, the Borrowers and the other Loan Parties shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles VII or VIII, if before or after giving effect to such transaction or act, any Borrower or any other Loan Party shall or would be in breach of any other covenant contained in Articles VII or VIII.

Section 11.21 Reservations of Rights. Nothing in this Agreement shall be deemed to (a) limit the applicability of any otherwise applicable statutes of limitation and any waivers contained in this Agreement, or (b) apply to or limit the right of the Administrative Agent or any Lender (i) to exercise self help remedies such as (but not limited to) setoff, or (ii) to foreclose judicially or nonjudicially against any real or personal property collateral, or to exercise judicial or nonjudicial power of sale rights, (iii) to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief, writ of possession, prejudgment attachment, or the appointment of a receiver, or (iv) to pursue rights against a party to this Agreement in a third-party proceeding in any action brought against Lender in a state, federal or international court, Governmental Authority or hearing body (including actions in specialty courts, such as bankruptcy and patent courts). Subject to the terms of this Agreement, the Administrative Agent or any Lender may exercise the rights set forth in clauses (b)(i) through (b)(iv), inclusive, before, during or after the pendency of any proceeding brought pursuant to this Agreement.

Section 11.22 Debtor-Creditor Relationship. None of the terms of this Agreement or of any other document executed in conjunction herewith or related hereto shall be deemed to give the Administrative Agent or any Lender the rights or powers to exercise control over the business or affairs of the Borrowers. The relationship among Borrowers and the Lenders created by this Agreement is only that of debtor-creditor, and no Lender or the Administrative Agent is a fiduciary on behalf of any Borrower, or any Subsidiary or any other Person.

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Section 11.23 Injunctive Relief. The Loan Parties recognize that, in the event the Loan Parties fail to perform, observe or discharge any of their obligations or liabilities under this Agreement, any remedy at law may prove to be inadequate relief to the Administrative Agent and the Lenders; therefore, the Loan Parties agree that if any Default or Event of Default shall exist, the Administrative Agent or any Lender, as applicable, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages.

Section 11.24 Arbitration.

(a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Texas selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three (3) arbitrators; provided however, that all three (3) arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of Texas with a minimum of ten (10) years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar

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to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Texas and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure or other Applicable Law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available.

(f) Class Proceeding and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g) Payment of Arbitration Costs and Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within one hundred eighty (180) days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by Applicable Law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

Section 11.25 Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Loan Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Lender under the Existing Loan Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Loan Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Loan Agreement, as amended, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. All Liens securing the “Obligations” as defined in the Existing Loan Agreement are hereby renewed and extended to secure the Secured Obligations.

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Section 11.26 Inconsistencies with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision of the Collateral Documents which imposes additional burdens on the Borrowers, the other Loan Parties or any of their Subsidiaries or further restricts the rights of the Borrowers, the other Loan Parties or any of their Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

Section 11.27 NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

OMEGA PROTEIN CORPORATION,

as Borrower

By: /s/ Andrew Johannesen

Name:	Andrew Johannesen
Title:	Executive Vice President and Chief Financial Officer
OMEGA PROTEIN, INC., as Borrower

By: /s/ Andrew Johannesen

Name:	Andrew Johannesen
Title:	Vice President

Signature Page of Amended and Restated Loan Agreement

AGENTS AND LENDERS:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swingline Lender, Issuing Lender and Lender

By: /s/ Geri E. Landa

Name: Geri E. Landa

Title: Senior Vice President

Signature Page of Amended and Restated Loan Agreement

JPMORGAN CHASE BANK, N.A.,

as Lender

By: /s/ Seth Laroche

Name: Seth Laroche

Title: Vice President

Signature Page of Amended and Restated Loan Agreement

Each of the undersigned Guarantors hereby executes this Agreement for the purposes of (a) acknowledging that it is a Loan Party under this Agreement, (b) making the representations and warranties in Article VI of this Agreement, and (c) acknowledging and agreeing that it is bound by all of the terms, provisions, covenants and conditions applicable to the Loan Parties contained in this Agreement.

PROTEIN FINANCE COMPANY
By:	/s/ Andrew Johannesen
Name:	Andrew Johannesen
Title:	Vice President
OMEGA SHIPYARD, INC.
By:	/s/ Andrew Johannesen
Name:	Andrew Johannesen
Title:	Vice President
PROTEIN INDUSTRIES, INC.
By:	/s/ Andrew Johannesen
Name:	Andrew Johannesen
Title:	Vice President
CYVEX NUTRITION, INC.
By:	/s/ Andrew Johannesen
Name:	Andrew Johannesen
Title:	Vice President
INCON PROCESSING, L.L.C.
By:	/s/ Andrew Johannesen
Name:	Andrew Johannesen
Title:	Vice President

Signature Page of Amended and Restated Loan Agreement

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED REVOLVING CREDIT NOTE

$35,000,000.00 March 21, 2012

FOR VALUE RECEIVED, OMEGA PROTEIN CORPORATION, a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation, each having its principal place of business at 2105 Citywest Blvd., Suite 500, Houston, Harris County, Texas 77042 (collectively, the “Borrowers”), jointly and severally promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”), the principal sum of Thirty-Five Million and No/100 Dollars ($35,000,000.00) or, if less, the unpaid principal amount of all Revolving Credit Loans made by the Lender from time to time pursuant to that Amended and Restated Loan Agreement, dated as of March 21, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among the Borrowers, the Lenders who are or may become a party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, together with interest on the unpaid principal balance as set forth below. All sums hereunder are payable to the Administrative Agent on behalf of the Lender at the Administrative Agent’s principal office in Houston, Harris County, Texas.

1. Definitions. Unless the context hereof otherwise requires or provides, the terms used herein have the same meanings as defined in the Loan Agreement.

2. Interest Rate. The unpaid principal balance from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) shall bear interest as provided in the Loan Agreement.

3. Payment of Interest and Principal. The principal of and interest on this Amended and Restated Revolving Credit Note shall be due and payable as provided in the Loan Agreement. Subject to the terms of the Loan Agreement, the principal and interest due hereunder shall be evidenced by the Administrative Agent’s and the Lender’s records which, absent manifest error, shall be conclusive evidence of the computation of principal and interest balances owed by the Borrowers to the Lender.

4. Default. Upon the occurrence of an Event of Default set forth in the Loan Agreement, the Administrative Agent and the Lenders shall have the rights and remedies provided in the Loan Agreement.

5. Waiver. Each surety, endorser, guarantor and any other party now or hereafter liable for the payment of this Amended and Restated Revolving Credit Note in whole or in part (“Surety”) and the Borrowers hereby severally (a) waive grace, demand, presentment for payment, notice of nonpayment, protest, notice of protest, non-payment or dishonor, notice of intent to accelerate, notice of acceleration and all other notices, filing of suit and diligence in collecting this Amended and Restated Revolving Credit Note or enforcing any other security with respect to same, (b) agree to any substitution, surrender, subordination, waiver, modification, change, exchange or release of any security or the release of the liability of any parties primarily or secondarily liable hereon, (c) agree that the Administrative Agent or any Lender is not required first to institute suit or exhaust their remedies hereon against any

Borrower, any Surety or others liable or to become liable hereon or to enforce their rights against them or any security with respect to same or to join any of them in any suit against any others of them, and (d) consent to any extension or postponement of time of payment of this Amended and Restated Revolving Credit Note and to any other indulgence with respect hereto without notice thereof to any of them. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

6. Attorneys’ Fees. If this Amended and Restated Revolving Credit Note is not paid at maturity, regardless of how such maturity may be brought about, or is collected or attempted to be collected through the initiation or prosecution of any suit or through any probate, bankruptcy or any other judicial proceedings, or through any arbitration proceeding, or is placed in the hands of an attorney for collection, the Borrowers shall pay, in addition to all other amounts owing hereunder, all actual expenses of collection, all court costs and reasonable attorney’s fees incurred by the holder hereof.

7. Limitation on Agreements. All agreements among the Borrowers and the Lender, whether now existing or hereafter arising, are hereby limited so that in no event shall the amount paid, or agreed to be paid to or charged or demanded by the Lender for the use, forbearance, or detention of money or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to this Amended and Restated Revolving Credit Note, exceed the Maximum Rate. If any circumstance otherwise would cause the amount paid, charged or demanded to exceed the Maximum Rate, the amount paid or agreed to be paid to or charged or demanded by the Lender shall be reduced to the Maximum Rate, and if the Lender ever receives interest which otherwise would exceed the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Amended and Restated Revolving Credit Note and not to the payment of interest, or if such excessive interest otherwise would exceed the unpaid balance of principal of this Amended and Restated Revolving Credit Note, such excess shall be applied first to other indebtedness of the Borrowers to the Lender, and the balance, if any, shall be refunded to the Borrowers. In determining whether the interest paid, agreed to be paid, charged or demanded hereunder exceeds the highest amount permitted by Applicable Law, all sums paid or agreed to be paid to or charged or demanded by the Lender for the use, forbearance or detention of the indebtedness of the Borrowers to the Lender shall, to the extent permitted by Applicable Law, (i) be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform throughout such term, (ii) be characterized as a fee, expense or other charge other than interest, and (iii) exclude any voluntary prepayments and the effects thereof. This Section shall be subject to the terms and provisions of Section 11.04 of the Loan Agreement.

8. Governing Law and Venue.

(a) THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS. Chapter 346 of the Texas Finance Code does not apply to this Amended and Restated Revolving Credit Note. The Borrowers irrevocably submit to the jurisdiction of any Texas state court or any United States court located in the State of Texas (or any court

2

having jurisdiction over appeals from any such court) in any proceeding between or among them arising out of or in any way relating to this Amended and Restated Revolving Credit Note or the Loan Documents whether arising in contract, tort or otherwise. Any suit, action or proceeding may be brought in the courts of the State of Texas, County of Harris, or in the United States District Court for the Southern District of Texas, Houston Division. The Borrowers irrevocably consent to the service of process in any suit, action or proceeding in said court by the mailing thereof, by registered or certified mail, postage prepaid, to its address for notices set forth in the Loan Agreement. Service shall be deemed effective five (5) days after such mailing. If requested to do so by any party, the Borrowers agree to waive service of process and to execute any and all documents necessary to implement such waiver in accordance with the Texas Rules of Civil Procedure. The Borrowers irrevocably waive any objections which they may now or hereafter have (including any based on the grounds of forum non conveniens) to the laying of venue of any suit, action or proceeding arising out of or relating to this Amended and Restated Revolving Credit Note or the Loan Documents brought in the courts located in Harris County, Texas. Nothing herein impairs the right to bring proceedings in the courts of any other jurisdiction or to effect service of process in any other manner permitted.

(b) The Borrowers recognize that courts outside of Harris County, Texas, may also have jurisdiction over suits, actions or proceedings arising out of this Amended and Restated Revolving Credit Note and the Loan Documents. In the event any party shall institute a proceeding involving this Amended and Restated Revolving Credit Note or the Loan Documents in a jurisdiction outside Harris County, Texas, the party instituting such litigation shall indemnify the other parties for any losses and expenses that may result from the breach of the foregoing covenant to institute such proceeding only in a state or federal court in Harris County, Texas, including without limitation any additional expenses incurred as the result of litigating in another jurisdiction; such as the expenses and reasonable fees of local counsel and travel and lodging expenses of the indemnified parties, its witnesses, experts and support personnel.

9. Business Day. Subject to the Loan Agreement, if any action is required or permitted to be taken hereunder on a day which is not a Business Day, such action shall be taken on the next succeeding day which is a Business Day, and, to the extent applicable, interest on the unpaid principal balance shall continue to accrue at the applicable rate.

10. Agreement. This Amended and Restated Revolving Credit Note is a Note referred to in the Loan Agreement, and is entitled to the benefits thereof and the security as provided for therein. Reference is made to the Loan Agreement and the Loan Documents for a statement of the rights and obligations of the Borrowers, a description of the nature and extent of the security and the rights of the parties with respect to such security, and a statement of the terms and conditions under which the due date of this Amended and Restated Revolving Credit Note may be accelerated.

11. Relationship of Parties. The Borrowers and the Lender agree that the relationship among them shall be solely that of debtor and creditor. Nothing contained in this Amended and Restated Revolving Credit Note or in any other Loan Document shall be deemed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or among the Borrowers and the Lender. The Lender shall not be in any way responsible or liable for debts, losses, obligations or duties of the Borrowers with respect to the collateral described in the Loan

3

Documents or otherwise. The Borrowers, at all times consistent with the terms and provisions of this Amended and Restated Revolving Credit Note and the Loan Documents, shall be free to determine and follow its own policies and practices in the conduct of their business.

12. Arbitration.

(a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Texas selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three (3) arbitrators; provided however, that all three (3) arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney

4

licensed in the State of Texas with a minimum of ten (10) years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Texas and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure or other Applicable Law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available.

(f) Class Proceeding and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g) Payment of Arbitration Costs and Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within one hundred eighty (180) days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by Applicable Law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

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13. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWERS HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR THE LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF.

This Amended and Restated Revolving Credit Note is given in replacement of a Note dated October 21, 2009, previously delivered to the Lender under the Existing Loan Agreement. THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH SUCH OTHER NOTE.

[Signature page follows.]

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Revolving Credit Note under seal as of the day and year first above written.

OMEGA PROTEIN CORPORATION, a Nevada corporation
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Executive Vice President and Chief Financial Officer

OMEGA PROTEIN, INC., a Virginia corporation
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Vice President and Chief Financial Officer

Signature Page to Amended and Restated Revolving Credit Note

EX-10.3

Exhibit 10.3

REVOLVING CREDIT NOTE

$25,000,000.00 March 21, 2012

FOR VALUE RECEIVED, OMEGA PROTEIN CORPORATION, a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation, each having its principal place of business at 2105 Citywest Blvd., Suite 500, Houston, Harris County, Texas 77042 (collectively, the “Borrowers”), jointly and severally promise to pay to the order of JPMORGAN CHASE BANK, N.A., a national banking association (the “Lender”), the principal sum of Twenty-Five Million and No/100 Dollars ($25,000,000.00) or, if less, the unpaid principal amount of all Revolving Credit Loans made by the Lender from time to time pursuant to that Amended and Restated Loan Agreement, dated as of March 21, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among the Borrowers, the Lenders who are or may become a party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, together with interest on the unpaid principal balance as set forth below. All sums hereunder are payable to the Administrative Agent on behalf of the Lender at the Administrative Agent’s principal office in Houston, Harris County, Texas.

1. Definitions. Unless the context hereof otherwise requires or provides, the terms used herein have the same meanings as defined in the Loan Agreement.

2. Interest Rate. The unpaid principal balance from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) shall bear interest as provided in the Loan Agreement.

3. Payment of Interest and Principal. The principal of and interest on this Revolving Credit Note shall be due and payable as provided in the Loan Agreement. Subject to the terms of the Loan Agreement, the principal and interest due hereunder shall be evidenced by the Administrative Agent’s and the Lender’s records which, absent manifest error, shall be conclusive evidence of the computation of principal and interest balances owed by the Borrowers to the Lender.

4. Default. Upon the occurrence of an Event of Default set forth in the Loan Agreement, the Administrative Agent and the Lenders shall have the rights and remedies provided in the Loan Agreement.

5. Waiver. Each surety, endorser, guarantor and any other party now or hereafter liable for the payment of this Revolving Credit Note in whole or in part (“Surety”) and the Borrowers hereby severally (a) waive grace, demand, presentment for payment, notice of nonpayment, protest, notice of protest, non-payment or dishonor, notice of intent to accelerate, notice of acceleration and all other notices, filing of suit and diligence in collecting this Revolving Credit Note or enforcing any other security with respect to same, (b) agree to any substitution, surrender, subordination, waiver, modification, change, exchange or release of any security or the release of the liability of any parties primarily or secondarily liable hereon, (c) agree that the Administrative Agent or any Lender is not required first to institute suit or exhaust their remedies hereon against any Borrower, any Surety or others liable or to become liable

hereon or to enforce their rights against them or any security with respect to same or to join any of them in any suit against any others of them, and (d) consent to any extension or postponement of time of payment of this Revolving Credit Note and to any other indulgence with respect hereto without notice thereof to any of them. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

6. Attorneys’ Fees. If this Revolving Credit Note is not paid at maturity, regardless of how such maturity may be brought about, or is collected or attempted to be collected through the initiation or prosecution of any suit or through any probate, bankruptcy or any other judicial proceedings, or through any arbitration proceeding, or is placed in the hands of an attorney for collection, the Borrowers shall pay, in addition to all other amounts owing hereunder, all actual expenses of collection, all court costs and reasonable attorney’s fees incurred by the holder hereof.

7. Limitation on Agreements. All agreements among the Borrowers and the Lender, whether now existing or hereafter arising, are hereby limited so that in no event shall the amount paid, or agreed to be paid to or charged or demanded by the Lender for the use, forbearance, or detention of money or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to this Revolving Credit Note, exceed the Maximum Rate. If any circumstance otherwise would cause the amount paid, charged or demanded to exceed the Maximum Rate, the amount paid or agreed to be paid to or charged or demanded by the Lender shall be reduced to the Maximum Rate, and if the Lender ever receives interest which otherwise would exceed the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Revolving Credit Note and not to the payment of interest, or if such excessive interest otherwise would exceed the unpaid balance of principal of this Revolving Credit Note, such excess shall be applied first to other indebtedness of the Borrowers to the Lender, and the balance, if any, shall be refunded to the Borrowers. In determining whether the interest paid, agreed to be paid, charged or demanded hereunder exceeds the highest amount permitted by Applicable Law, all sums paid or agreed to be paid to or charged or demanded by the Lender for the use, forbearance or detention of the indebtedness of the Borrowers to the Lender shall, to the extent permitted by Applicable Law, (i) be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform throughout such term, (ii) be characterized as a fee, expense or other charge other than interest, and (iii) exclude any voluntary prepayments and the effects thereof. This Section shall be subject to the terms and provisions of Section 11.04 of the Loan Agreement.

8. Governing Law and Venue.

(a) THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS. Chapter 346 of the Texas Finance Code does not apply to this Revolving Credit Note. The Borrowers irrevocably submit to the jurisdiction of any Texas state court or any United States court located in the State of Texas (or any court having jurisdiction over appeals from any such court) in any proceeding

2

between or among them arising out of or in any way relating to this Revolving Credit Note or the Loan Documents whether arising in contract, tort or otherwise. Any suit, action or proceeding may be brought in the courts of the State of Texas, County of Harris, or in the United States District Court for the Southern District of Texas, Houston Division. The Borrowers irrevocably consent to the service of process in any suit, action or proceeding in said court by the mailing thereof, by registered or certified mail, postage prepaid, to its address for notices set forth in the Loan Agreement. Service shall be deemed effective five (5) days after such mailing. If requested to do so by any party, the Borrowers agree to waive service of process and to execute any and all documents necessary to implement such waiver in accordance with the Texas Rules of Civil Procedure. The Borrowers irrevocably waive any objections which they may now or hereafter have (including any based on the grounds of forum non conveniens) to the laying of venue of any suit, action or proceeding arising out of or relating to this Revolving Credit Note or the Loan Documents brought in the courts located in Harris County, Texas. Nothing herein impairs the right to bring proceedings in the courts of any other jurisdiction or to effect service of process in any other manner permitted.

(b) The Borrowers recognize that courts outside of Harris County, Texas, may also have jurisdiction over suits, actions or proceedings arising out of this Revolving Credit Note and the Loan Documents. In the event any party shall institute a proceeding involving this Revolving Credit Note or the Loan Documents in a jurisdiction outside Harris County, Texas, the party instituting such litigation shall indemnify the other parties for any losses and expenses that may result from the breach of the foregoing covenant to institute such proceeding only in a state or federal court in Harris County, Texas, including without limitation any additional expenses incurred as the result of litigating in another jurisdiction; such as the expenses and reasonable fees of local counsel and travel and lodging expenses of the indemnified parties, its witnesses, experts and support personnel.

9. Business Day. Subject to the Loan Agreement, if any action is required or permitted to be taken hereunder on a day which is not a Business Day, such action shall be taken on the next succeeding day which is a Business Day, and, to the extent applicable, interest on the unpaid principal balance shall continue to accrue at the applicable rate.

10. Agreement. This Revolving Credit Note is a Note referred to in the Loan Agreement, and is entitled to the benefits thereof and the security as provided for therein. Reference is made to the Loan Agreement and the Loan Documents for a statement of the rights and obligations of the Borrowers, a description of the nature and extent of the security and the rights of the parties with respect to such security, and a statement of the terms and conditions under which the due date of this Revolving Credit Note may be accelerated.

11. Relationship of Parties. The Borrowers and the Lender agree that the relationship among them shall be solely that of debtor and creditor. Nothing contained in this Revolving Credit Note or in any other Loan Document shall be deemed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or among the Borrowers and the Lender. The Lender shall not be in any way responsible or liable for debts, losses, obligations or duties of the Borrowers with respect to the collateral described in the Loan Documents or otherwise. The Borrowers, at all times consistent with the terms and provisions of this Revolving Credit Note and the Loan Documents, shall be free to determine and follow its own policies and practices in the conduct of their business.

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12. Arbitration.

(a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Texas selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three (3) arbitrators; provided however, that all three (3) arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of Texas with a minimum of ten (10) years experience in the substantive law

4

applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Texas and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure or other Applicable Law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available.

(f) Class Proceeding and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g) Payment of Arbitration Costs and Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within one hundred eighty (180) days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by Applicable Law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

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13. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWERS HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR THE LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF.

[Signature page follows.]

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IN WITNESS WHEREOF, the undersigned has executed this Revolving Credit Note under seal as of the day and year first above written.

OMEGA PROTEIN CORPORATION, a Nevada corporation
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Executive Vice President and Chief Financial Officer

OMEGA PROTEIN, INC., a Virginia corporation
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Vice President and Chief Financial Officer

Signature Page to Revolving Credit Note

EX-10.4

Exhibit 10.4

SWINGLINE NOTE

$5,000,000.00 March 21, 2012

FOR VALUE RECEIVED, OMEGA PROTEIN CORPORATION, a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation, each having its principal place of business at 2105 Citywest Blvd., Suite 500, Houston, Harris County, Texas 77042 (collectively, the “Borrowers”), jointly and severally promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”), the principal sum of Five Million and No/100 Dollars ($5,000,000.00) or, if less, the unpaid principal amount of all Swingline Loans made by the Lender from time to time pursuant to that Amended and Restated Loan Agreement, dated as of March 21, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among the Borrowers, the Lenders who are or may become a party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, together with interest on the unpaid principal balance as set forth below. All sums hereunder are payable to the Administrative Agent on behalf of the Lender at the Administrative Agent’s principal office in Houston, Harris County, Texas.

1. Definitions. Unless the context hereof otherwise requires or provides, the terms used herein have the same meanings as defined in the Loan Agreement.

2. Interest Rate. The unpaid principal balance from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) shall bear interest as provided in the Loan Agreement.

3. Payment of Interest and Principal. The principal of and interest on this Swingline Note shall be due and payable as provided in the Loan Agreement. Subject to the terms of the Loan Agreement, the principal and interest due hereunder shall be evidenced by the Administrative Agent’s and the Lender’s records which, absent manifest error, shall be conclusive evidence of the computation of principal and interest balances owed by the Borrowers to the Lender. Swingline Loans refunded as Revolving Credit Loans in accordance with Section 2.02(b) of the Loan Agreement shall be payable by the Borrowers as Revolving Credit Loans pursuant to the Revolving Credit Notes, and shall not be payable under this Swingline Note as Swingline Loans.

4. Default. Upon the occurrence of an Event of Default set forth in the Loan Agreement, the Administrative Agent and the Lenders shall have the rights and remedies provided in the Loan Agreement.

5. Waiver. Each surety, endorser, guarantor and any other party now or hereafter liable for the payment of this Swingline Note in whole or in part (“Surety”) and the Borrowers hereby severally (a) waive grace, demand, presentment for payment, notice of nonpayment, protest, notice of protest, non-payment or dishonor, notice of intent to accelerate, notice of acceleration and all other notices, filing of suit and diligence in collecting this Swingline Note or enforcing any other security with respect to same, (b) agree to any substitution, surrender,

subordination, waiver, modification, change, exchange or release of any security or the release of the liability of any parties primarily or secondarily liable hereon, (c) agree that the Administrative Agent or any Lender is not required first to institute suit or exhaust their remedies hereon against any Borrower, any Surety or others liable or to become liable hereon or to enforce their rights against them or any security with respect to same or to join any of them in any suit against any others of them, and (d) consent to any extension or postponement of time of payment of this Swingline Note and to any other indulgence with respect hereto without notice thereof to any of them. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

6. Attorneys’ Fees. If this Swingline Note is not paid at maturity, regardless of how such maturity may be brought about, or is collected or attempted to be collected through the initiation or prosecution of any suit or through any probate, bankruptcy or any other judicial proceedings, or through any arbitration proceeding, or is placed in the hands of an attorney for collection, the Borrowers shall pay, in addition to all other amounts owing hereunder, all actual expenses of collection, all court costs and reasonable attorney’s fees incurred by the holder hereof.

7. Limitation on Agreements. All agreements among the Borrowers and the Lender, whether now existing or hereafter arising, are hereby limited so that in no event shall the amount paid, or agreed to be paid to or charged or demanded by the Lender for the use, forbearance, or detention of money or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to this Swingline Note, exceed the Maximum Rate. If any circumstance otherwise would cause the amount paid, charged or demanded to exceed the Maximum Rate, the amount paid or agreed to be paid to or charged or demanded by the Lender shall be reduced to the Maximum Rate, and if the Lender ever receives interest which otherwise would exceed the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Swingline Note and not to the payment of interest, or if such excessive interest otherwise would exceed the unpaid balance of principal of this Swingline Note, such excess shall be applied first to other indebtedness of the Borrowers to the Lender, and the balance, if any, shall be refunded to the Borrowers. In determining whether the interest paid, agreed to be paid, charged or demanded hereunder exceeds the highest amount permitted by Applicable Law, all sums paid or agreed to be paid to or charged or demanded by the Lender for the use, forbearance or detention of the indebtedness of the Borrowers to the Lender shall, to the extent permitted by Applicable Law, (i) be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform throughout such term, (ii) be characterized as a fee, expense or other charge other than interest, and (iii) exclude any voluntary prepayments and the effects thereof. This Section shall be subject to the terms and provisions of Section 11.04 of the Loan Agreement.

8. Governing Law and Venue.

(a) THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS. Chapter 346 of the Texas Finance Code does not apply to this Swingline Note. The Borrowers irrevocably submit

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to the jurisdiction of any Texas state court or any United States court located in the State of Texas (or any court having jurisdiction over appeals from any such court) in any proceeding between or among them arising out of or in any way relating to this Swingline Note or the Loan Documents whether arising in contract, tort or otherwise. Any suit, action or proceeding may be brought in the courts of the State of Texas, County of Harris, or in the United States District Court for the Southern District of Texas, Houston Division. The Borrowers irrevocably consent to the service of process in any suit, action or proceeding in said court by the mailing thereof, by registered or certified mail, postage prepaid, to its address for notices set forth in the Loan Agreement. Service shall be deemed effective five (5) days after such mailing. If requested to do so by any party, the Borrowers agree to waive service of process and to execute any and all documents necessary to implement such waiver in accordance with the Texas Rules of Civil Procedure. The Borrowers irrevocably waive any objections which they may now or hereafter have (including any based on the grounds of forum non conveniens) to the laying of venue of any suit, action or proceeding arising out of or relating to this Swingline Note or the Loan Documents brought in the courts located in Harris County, Texas. Nothing herein impairs the right to bring proceedings in the courts of any other jurisdiction or to effect service of process in any other manner permitted.

(b) The Borrowers recognize that courts outside of Harris County, Texas, may also have jurisdiction over suits, actions or proceedings arising out of this Swingline Note and the Loan Documents. In the event any party shall institute a proceeding involving this Swingline Note or the Loan Documents in a jurisdiction outside Harris County, Texas, the party instituting such litigation shall indemnify the other parties for any losses and expenses that may result from the breach of the foregoing covenant to institute such proceeding only in a state or federal court in Harris County, Texas, including without limitation any additional expenses incurred as the result of litigating in another jurisdiction; such as the expenses and reasonable fees of local counsel and travel and lodging expenses of the indemnified parties, its witnesses, experts and support personnel.

9. Business Day. Subject to the Loan Agreement, if any action is required or permitted to be taken hereunder on a day which is not a Business Day, such action shall be taken on the next succeeding day which is a Business Day, and, to the extent applicable, interest on the unpaid principal balance shall continue to accrue at the applicable rate.

10. Agreement. This Swingline Note is a Note referred to in the Loan Agreement, and is entitled to the benefits thereof and the security as provided for therein. Reference is made to the Loan Agreement and the Loan Documents for a statement of the rights and obligations of the Borrowers, a description of the nature and extent of the security and the rights of the parties with respect to such security, and a statement of the terms and conditions under which the due date of this Swingline Note may be accelerated.

11. Relationship of Parties. The Borrowers and the Lender agree that the relationship among them shall be solely that of debtor and creditor. Nothing contained in this Swingline Note or in any other Loan Document shall be deemed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or among the Borrowers and the Lender. The Lender shall not be in any way responsible or liable for debts, losses, obligations or duties of the Borrowers with respect to the collateral described in the Loan Documents or otherwise. The Borrowers, at all times consistent with the terms and provisions of this Swingline Note and the Loan Documents, shall be free to determine and follow its own policies and practices in the conduct of their business.

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12. Arbitration.

(a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Texas selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three (3) arbitrators; provided however, that all three (3) arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney

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licensed in the State of Texas with a minimum of ten (10) years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Texas and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure or other Applicable Law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available.

(f) Class Proceeding and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g) Payment of Arbitration Costs and Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within one hundred eighty (180) days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by Applicable Law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

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13. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWERS HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SWINGLINE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR THE LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF.

[Signature page follows.]

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IN WITNESS WHEREOF, the undersigned has executed this Swingline Note under seal as of the day and year first above written.

OMEGA PROTEIN CORPORATION, a Nevada corporation
By:	/s/ Andrew Johannesen
	Andrew Johannesen Executive Vice President and Chief Financial Officer
OMEGA PROTEIN, INC., a Virginia corporation
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President and Chief Financial Officer

Signature Page to Swingline Note

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED GUARANTY AGREEMENT

THIS AMENDED AND RESTATED GUARANTY AGREEMENT dated as of March 21, 2012, (together with any amendments or supplements hereto, this “Guaranty Agreement”), by PROTEIN FINANCE COMPANY, a Delaware corporation (“Finance”), OMEGA SHIPYARD, INC., a Delaware corporation (“Shipyard”), PROTEIN INDUSTRIES, INC., a Delaware corporation (“Industries”), CYVEX NUTRITION, INC., a California corporation (“Cyvex”), and INCON PROCESSING, L.L.C., a Delaware limited liability company (“InCon”) (herein whether singular or plural referred to as “Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (“Administrative Agent”) for itself and the lenders (collectively, “Lenders”) who are or may become a party to the Loan Agreement defined in Recital B below.

W I T N E S S E T H:

A. OMEGA PROTEIN CORPORATION, a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation (herein whether singular or plural referred to as the “Obligor”) and Wells Fargo Bank, National Association are parties to that certain Loan Agreement, dated as of October 21, 2009 (as amended prior to the date hereof, the “Existing Loan Agreement”).

B. Obligor has requested, and Administrative Agent and Lenders have agreed, to amend and restate the Existing Loan Agreement and extend certain credit facilities to Obligor pursuant to the terms and conditions of that certain Amended and Restated Loan Agreement of even date herewith by and among Obligor, Administrative Agent, and Lenders (the “Loan Agreement”).

C. Guarantor has requested Lenders to make a Loan or Loans (as defined in the Loan Agreement) to Obligor.

D. Each Guarantor is a Subsidiary of Obligor.

E. Lenders have conditioned their agreement to make such a Loan or Loans upon Guarantor’s execution and delivery of this Guaranty Agreement, which amends, restates, and consolidates those certain Guaranty Agreements dated as of (i) October 21, 2009 by Finance, Omega International Marketing Company, a Delaware corporation, Omega International Distribution Company, a Delaware corporation, Shipyard, and Industries, (ii) May 11, 2011 by Cyvex, and (iii) September 30, 2011 by InCon (collectively, the “Existing Guaranty Agreements”).

NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration and to induce Lenders at their option, at any time or from time to time to loan monies or extend financial accommodations, with or without security, to or for the account of Obligor and at the special instance and request of Lenders, Guarantor hereby covenants and agrees with Lenders, as follows:

ARTICLE I

GENERAL TERMS

Section 1.01 Terms Defined Above. As used in this Guaranty Agreement, the terms Administrative Agent, Cyvex, Existing Guaranty Agreements, Existing Loan Agreement, Finance, Guarantor, Guaranty Agreement, InCon, Industries, Lenders, Loan Agreement, Obligor, and Shipyard shall have the meanings indicated above.

Section 1.02 Terms Defined in the Loan Agreement. All other terms used herein which are defined in the Loan Agreement shall have the same meaning herein unless the context otherwise requires. Such terms include, without limitation, “Affiliate,” “Collateral,” “Debtor Relief Law,” “Default,” “Event of Default,” “Lien,” “Loan Documents,” “Loan Party,” “Loans,” “Notes,” “Person,” “Property,” “Related Party,” “Secured Obligations,” “Secured Parties,” and “Subsidiary.”

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Section 2.01 Representations and Warranties of Guarantor – Due Organization. Each Guarantor hereby represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, delivery and performance of this Guaranty Agreement (i) are within Guarantor’s power, (ii) have been duly authorized by all necessary organizational action, (iii) do not contravene Guarantor’s organizational documents, (iv) do not contravene any law or contractual restriction (including contractual restrictions arising out of any loan agreement, indenture or mortgage relating to indebtedness or securities of Guarantor, binding on or affecting Guarantor), and (v) will not require the consent or approval of any other Person; (c) the individual signing this Guaranty Agreement is authorized to sign this Guaranty Agreement on behalf of Guarantor; and (d) Guarantor may be expected to benefit, directly or indirectly, from this Guaranty Agreement.

Section 2.02 Representations and Warranties of Guarantor – Loan Agreement. Each Guarantor hereby confirms each representation and warranty made by or on behalf of it in the Loan Agreement, whether referred to therein as Guarantor, Subsidiary or Loan Party.

ARTICLE III

GUARANTEE OF PAYMENT

Section 3.01 Guarantee of Payment of the Secured Obligations of Obligor. Each Guarantor hereby unconditionally and irrevocably, jointly and severally, guarantees the prompt payment at maturity and the performance when due of the Secured Obligations.

Section 3.02 Nature of Guaranty. This Guaranty Agreement is a complete and continuing one. The obligations, covenants, agreements and duties of each Guarantor under this Guaranty Agreement shall be joint and several with Obligor and each other Guarantor, shall be irrevocable, absolute and unconditional, shall remain in full force and effect until payment in full

Amended and Restated Guaranty Agreement – Page 2

of the Secured Obligations, and shall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of any Guarantor:

(a) the waiver, compromise, settlement, termination or other release of the performance or observance by any Guarantor, or any other Person liable or to become liable for repayment of the Loan Agreement or the Notes or any or all of such Guarantor’s or other Person’s agreements, covenants, terms or conditions contained in this Guaranty Agreement;

(b) the extension of the time for payment of any of the Secured Obligations or of the time for performance of any obligations, covenants or agreements under or arising out of this Guaranty Agreement or the Loan Documents;

(c) any failure, omission, delay or lack on the part of Administrative Agent and/or Lenders to enforce, assert or exercise any right, power or remedy conferred on Administrative Agent and/or Lenders in the Loan Agreement, the Notes, any Loan Documents or this Guaranty Agreement, or the inability of Administrative Agent and/or Lenders to enforce any provision of this Guaranty Agreement, the Loan Agreement, the Notes or any of the Loan Documents for any reason, or any other act or omission on the part of Administrative Agent, Lenders or any of the holders from time to time of the Notes;

(d) the transfer, assignment or mortgaging, or the purported transfer, assignment or mortgaging, of all or any part of the interest of Obligor or any Guarantor in the Property or any failure of title with respect to the interest of Obligor or any Guarantor in the Property or the invalidity, unenforceability or termination of the Loan Agreement;

(e) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Guaranty Agreement, the Loan Agreement, the Notes or the Loan Documents;

(f) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Obligor or any Guarantor or any of their respective assets or any allegation or contest of the validity of this Guaranty Agreement, the Loan Agreement, the Notes or the Loan Documents;

(g) the release of any Obligor or any Guarantor (or any other Person liable to perform or observe any agreements, covenants, duties or obligations of any of them) from the performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Agreement, the Notes, any of the Loan Documents or this Guaranty Agreement;

(h) the surrender or impairment of any security for the performance or observance of any of the agreements, covenants, terms and conditions contained in the Loan Agreement, the Notes, the Loan Documents or this Guaranty Agreement;

Amended and Restated Guaranty Agreement – Page 3

(i) any failure of Obligor or any Guarantor to perform and observe any agreement or covenant, or to discharge any duty or obligation, arising out of or connected with the Loan Agreement, the Notes, this Guaranty Agreement or the Loan Documents or the occurrence or pendency of any Default or Event of Default thereunder or any proceedings or actions as a result of, or attendant upon, such Event of Default;

(j) the invalidity or unenforceability of any Loan Party’s obligations under any Loan Document or any other agreement or instrument relating thereto;

(k) the taking or the omission of any of the actions referred to in the Loan Agreement, the Notes, any Loan Documents or of any actions under this Guaranty Agreement; or

(l) the failure to give notice to any Guarantor of the occurrence of a default under this Guaranty Agreement or of the occurrence of an Event of Default under the terms and provisions of the Loan Agreement, the Notes or any of the Loan Documents.

No set-off, counterclaim, reduction, or diminution of any obligation, or any defense of any kind or nature (other than performance by a Guarantor of such Guarantor’s obligations hereunder), which Obligor may have or assert against a Guarantor or which a Guarantor may have or assert against Obligor or which Obligor may have or assert against Administrative Agent and/or any Lender shall be available hereunder to any Guarantor against Administrative Agent and/or any Lender.

In the event that, after payment in full of the Secured Obligations, any payment or payments received thereon are voided or rescinded, whether as a preference in bankruptcy or otherwise, the amount of any such payment shall be deemed to be Secured Obligations covered by this Guaranty Agreement, this Guaranty Agreement shall be immediately deemed revived as to such amounts and Guarantor shall remain liable for the payment of all such amounts, and shall indemnify Administrative Agent, each Lender, and each Related Party from such amounts, together with collection costs and other sums due pursuant to this Guaranty Agreement.

Section 3.03 Waivers by Guarantor. Each Guarantor waives acceptance of this Guaranty Agreement, notice of the Secured Obligations, creation thereof, renewal, extension, rearrangement and modification thereof, and of any extension of credit or of any financial accommodation already or hereafter contracted by or extended to Obligor by Administrative Agent and/or Lenders; each Guarantor further waives notice of Administrative Agent’s and Lenders’ acceptance of and reliance on this Guaranty Agreement and each Guarantor further waives presentment, demand for payment, protest and notice of non-payment or dishonor, notice of intent to accelerate the maturity of any of the Secured Obligations and notice of such acceleration and all other notices and demands whatsoever. Each Guarantor further waives any right each may have to (a) require Administrative Agent and/or Lenders to proceed against any Obligor or any other Guarantor, (b) require Administrative Agent and/or Lenders to proceed against or exhaust any security granted by any Obligor or any other Guarantor, (c) require Administrative Agent and/or Lenders to pursue any other remedy within its power, or (d) require Administrative Agent and/or Lenders to give notice in connection with any remedy against any Property in which Administrative Agent and/or Lenders have a Lien, whether granted by Guarantor, any Obligor or any other Person, including specifically any acceptance of Collateral in lieu of debt. Each Guarantor agrees that all of their obligations under this Guaranty

Amended and Restated Guaranty Agreement – Page 4

Agreement are independent of the obligations of Obligor under the Loan Agreement, the Notes and the Loan Documents and that a separate action may be brought against each Guarantor whether an action is commenced against any Obligor under the Loan Agreement, the Notes or the Loan Documents. Each Guarantor waives any defense arising by reason of any disability, lack of organizational authority or power, or other defense of any Obligor or any other Guarantor of any of the Secured Obligations, and shall remain liable hereon regardless of whether any Obligor or any other Guarantor be found not liable thereon for any reason. Each Guarantor waives any rights and defenses it may have under Section 17.001 of the Texas Civil Practice & Remedies Code, Rule 31 of the Texas Rules of Civil Procedure, and Chapter 43 of the Texas Civil Practice and Remedies Code.

Section 3.04 Subrogation of Guarantor. Notwithstanding any payment or payments made by a Guarantor by reason of this Guaranty Agreement, no Guarantor shall be subrogated to any rights of Administrative Agent and/or Lenders. Each Guarantor hereby waives any claim Guarantor may have against each Obligor arising from payments made by such Guarantor by reason of this Guaranty Agreement, including without limitation, any right of repayment, subrogation, exoneration, contribution, indemnification, any right to participate in any claim or remedy of Administrative Agent and/or Lenders against each Obligor and any collateral security therein which Administrative Agent and/or Lenders now have or hereafter acquire, whether such claim, remedy or right arises in equity, or under contract, statute, or common law.

Section 3.05 Subordination. If, for any reason whatsoever, either Obligor or an Affiliate of either Obligor is now or hereafter becomes indebted to Guarantor:

(a) such indebtedness and all interest thereon and all Liens and other rights now or hereafter existing with respect to property of Obligor securing such indebtedness shall at all times be and remain inferior and subordinate in all respects to the Secured Obligations and to any and all Liens and other rights now or hereafter existing upon Obligor’s assets securing payment or performance of the Secured Obligations, regardless of whether such Liens or other rights in favor of Guarantor, Administrative Agent and/or Lenders presently exist or are hereafter created or attached;

(b) Guarantor shall not be entitled to enforce or receive, and shall not demand or accept, payment, directly or indirectly, of any such indebtedness of Obligor to Guarantor, except such indebtedness as has been incurred in the ordinary course of business, and only so long as no Event of Default exists;

(c) Guarantor shall not exercise or enforce any creditors’ rights it may have against Obligor until the Secured Obligations have been fully and finally paid and performed and all commitments to lend under the Loan Documents have terminated;

(d) Guarantor shall not foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings, judicial or otherwise (including, without limitation, the commencement of, or joinder in, any action or proceeding pursuant to any Debtor Relief Law), to enforce any Liens held by Guarantor on assets of Obligor until the Secured Obligations have been fully and finally paid and performed and all commitments to lend under the Loan Documents have terminated;

Amended and Restated Guaranty Agreement – Page 5

(e) Guarantor hereby assigns and grants to Administrative Agent on behalf of Secured Parties a security interest in all such indebtedness and security therefor, if any, of Obligor to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to any proceeding under or pursuant to any Debtor Relief Law. In the event of any proceeding under or pursuant to any Debtor Relief Law involving either Guarantor or Obligor as debtor, Administrative Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall exist), dividends and payments that are payable upon any obligation of Obligor to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Secured Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any funds, payment, claim or distribution that is prohibited as provided above in this Section 3.05, Guarantor shall pay the same to Administrative Agent immediately, Guarantor hereby agreeing that it shall receive and hold the funds, payment, claim or distribution in trust for the benefit of Administrative Agent and Lenders and shall have absolutely no right, either legal or equitable, to the same except to pay it immediately to Administrative Agent to be credited and applied to the Secured Obligations, whether matured or unmatured; and

(f) Guarantor shall promptly upon request of Administrative Agent from time to time execute such documents and perform such acts as Administrative Agent on behalf of Secured Parties may require to evidence and perfect its interest and to permit or facilitate the exercise of its rights under this Section 3.05, including, without limitation, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Administrative Agent of any promissory notes or other instruments evidencing indebtedness of Obligor to Guarantor. At Administrative Agent’s request, all promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of Obligor to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

ARTICLE IV

DEFAULT AND REMEDIES

Section 4.01 Enforcement Provisions. Administrative Agent shall have the right, power and authority to do all things, including instituting or appearing in any suit or proceeding, not inconsistent with the express provisions of this Guaranty Agreement, which it may deem necessary or advisable to enforce the provisions of this Guaranty Agreement. Each and every default in payment of the Secured Obligations by Obligor shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.

Section 4.02 No Remedy Exclusive. No remedy conferred upon or reserved to Administrative Agent and/or Lenders herein is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty Agreement or any instrument executed by any Guarantor to secure this Guaranty Agreement or in connection herewith, or now or hereafter existing at law or in equity.

Amended and Restated Guaranty Agreement – Page 6

Section 4.03 Right to Proceed Against Guarantor. Subject to the provisions of the Loan Agreement, in the event of a default in payment of any of the Secured Obligations when and as the same shall become due, whether at the stated maturity thereof, by acceleration or otherwise, Administrative Agent and/or Lenders may proceed to enforce their rights hereunder and Administrative Agent and/or Lenders shall have the right to proceed first and directly against any Guarantor under this Guaranty Agreement without proceeding against any other Person or exhausting any other remedies which it may have and without resorting to any other security held by Administrative Agent or Secured Parties.

Section 4.04 Guarantor to Pay Costs of Enforcement. Each Guarantor agrees to pay all costs, expenses and fees, including, without limitation, all reasonable attorneys’ fees which may be incurred by Administrative Agent and/or Lenders in enforcing or attempting to enforce this Guaranty Agreement or protecting the rights of Administrative Agent and/or Lenders hereunder following any default on the part of any Guarantor hereunder, whether the same shall be enforced by suit or otherwise.

Section 4.05 No Waiver of Rights. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

ARTICLE V

COVENANTS OF GUARANTOR

Section 5.01 Covenants. Until full payment and performance of all Secured Obligations under the Loan Documents and unless Administrative Agent consents otherwise in writing (and without limiting any requirement of any other Loan Document), each Guarantor shall fully perform as required all covenants and agreements made by or on behalf of it in the Loan Agreement, whether referred to therein as Guarantor, Subsidiary or Loan Party.

ARTICLE VI

GENERAL

Section 6.01 Guaranty Agreement Independent of Other Agreements. The obligations of each Guarantor under this Guaranty Agreement shall arise absolutely and unconditionally upon the execution and delivery of the Notes and the Loan Documents. This Guaranty Agreement is separate and independent of the Loan Agreement, the Notes and the Loan Documents, and any modification, limitation or discharge of any Obligor’s liability under the Loan Agreement, the Notes and the Loan Documents arising out of or by virtue of any bankruptcy, arrangement, reorganization or similar proceedings or by any action, suit, order, judgment, regulation or otherwise shall not modify, limit, discharge or otherwise affect the liability of any Guarantor under this Guaranty Agreement in any manner whatsoever.

Section 6.02 Benefited Parties. This Guaranty Agreement is entered into by each Guarantor to provide financial accommodations for Obligor, and for the benefit of Administrative Agent, Lenders, and Secured Parties. This Guaranty Agreement shall not be

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deemed to create any right in, or to be in whole or in part for the benefit of, any Person other than Guarantor and Administrative Agent, Lenders, and Secured Parties and Administrative Agent’s, Lenders’, and Secured Parties’ respective successors and assigns. No Guarantor may assign any of its rights or obligations hereunder.

Section 6.03 Administrative Agent and Lenders May Bring Suit Against Guarantor. So long as any of the Secured Obligations is outstanding, if Administrative Agent and/or Lenders shall bring any legal action or proceeding against any Guarantor for the enforcement of any provisions of this Guaranty Agreement, it shall not be necessary in any such action or proceeding to make Obligor or any other Person a party thereto.

Section 6.04 Interpretations. The article and section headings of this Guaranty Agreement are for reference purposes only and shall not affect its interpretation in any respect.

Section 6.05 Entire Agreement; Counterparts, Amendments; Governing Law, Etc. This Guaranty Agreement (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof; (b) may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; (c) may be modified only by an instrument in writing signed by the duly authorized representatives of the parties and only if the consent of Administrative Agent is given in writing; and (d) shall be performable in Harris County, Texas, and shall be governed in all respects, including validity, interpretation and effect by, and shall be enforceable in accordance with, the laws of the State of Texas and the United States of America. Upon payment in full of the Secured Obligations, this Guaranty Agreement shall terminate. If any provision of this Guaranty Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such provision shall not affect any of the remaining provisions.

Section 6.06 Further Assurances. Each Guarantor will execute and deliver all such instruments and take all such action as Administrative Agent and/or Lenders may from time to time reasonably request in order fully to effectuate the purposes of this Guaranty Agreement.

Section 6.07 Notices. All notices and other communications in respect of this Guaranty Agreement shall be given as provided in the Loan Agreement.

Section 6.08 CONSENT TO JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT IN HARRIS COUNTY, TEXAS, AND EACH GUARANTOR WAIVES ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT ACTION OR PROCEEDING, AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

Section 6.09 Guarantor’s Approval of Agreement. The Loan Agreement has been submitted to Guarantor for examination, and Guarantor acknowledges that, by execution of this Guaranty Agreement, each has approved the Loan Agreement.

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Section 6.10 Interpretation. This Guaranty Agreement has been made in and shall be governed by the laws of the State of Texas, except as to rules of conflicts of laws, and of the United States of America as applicable, in all respects, including matters of construction, validity, enforcement and performance.

Section 6.11 Gender. For the purposes of this Guaranty Agreement, “he,” “him” and “his” shall refer to both masculine and feminine gender and to a corporation, limited liability company or a limited partnership, as the context may require.

Section 6.12 Arbitration.

(a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Texas selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected

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according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three (3) arbitrators; provided however, that all three (3) arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of Texas with a minimum of ten (10) years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Texas and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available.

(f) Class Proceeding and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g) Payment of Arbitration Costs and Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within one hundred eighty (180) days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

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Section 6.13 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF ADMINISTRATIVE AGENT AND LENDERS IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF.

Section 6.14 Amendment and Restatement. This Guaranty Agreement shall constitute an amendment, restatement, modification, and renewal of, but not an extinguishment, discharge, satisfaction or novation of, any indebtedness, liabilities or obligations of Guarantor under the Existing Guaranty Agreements.

[Remainder of page blank. Signatures appear on next page.]

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty Agreement, as of the date first above written.

GUARANTOR:
PROTEIN FINANCE COMPANY
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Vice President
OMEGA SHIPYARD, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
PROTEIN INDUSTRIES, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
CYVEX NUTRITION, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
INCON PROCESSING, L.L.C.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

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EX-10.6

Exhibit 10.6

AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT

THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of March 21, 2012 among OMEGA PROTEIN CORPORATION, a Nevada corporation (the “Company”), OMEGA PROTEIN, INC., a Virginia corporation (“OPI” and, together with the Company, the “Borrowers” and each a “Borrower”), together with the other parties identified as “Obligors” on the signature page hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrowers, individually an “Obligor”, and collectively the “Obligors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined below).

RECITALS

A. The Borrowers and Wells Fargo Bank, National Association (“Wells Fargo”) are parties to that certain Loan Agreement dated as of October 21, 2009 (as amended, modified, extended, renewed or replaced from time to time, the “Existing Loan Agreement”); and

B. The Borrowers have requested, and the Administrative Agent and the Lenders have agreed, to amend and restate the Existing Loan Agreement pursuant to the terms and conditions of that certain Amended and Restated Loan Agreement of even date herewith by and among the Borrowers, the Administrative Agent, and the Lenders (the “Loan Agreement”); and

C. Pursuant to the Loan Agreement, the Lenders have agreed to make Loans and provide services pursuant to the Secured Hedge Agreements and Secured Cash Management Agreements, upon the terms and subject to the conditions set forth therein, and the Guarantors have agreed to guarantee the same; and

D. This Agreement, which amends, restates, and consolidates (i) that certain Security and Pledge Agreement dated as of October 21, 2009 by Borrowers and the other parties identified as “Obligors” on the signature page thereto in favor of Wells Fargo, (ii) that certain First Amendment to Security and Pledge Agreement and Joinder Agreement dated as of May 11, 2011 by Borrowers, the other parties identified as “Obligors” on the signature page thereto, and Wells Fargo, (iii) that certain Second Amendment to Security and Pledge Agreement dated effective as of May 11, 2011 by Borrowers, the other parties identified as “Obligors” on the signature page thereto, and Wells Fargo, and (iv) that certain Joinder to Security and Pledge Agreement dated effective as of September 30, 2011 by Borrowers, InCon Processing, L.L.C., a Delaware limited liability company, and Wells Fargo (collectively, the “Existing Security Agreement”), is required by the terms of the Loan Agreement.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

(a) The terms “Administrative Agent”, “Agreement”, “Borrower(s),” “Company,” “Existing Loan Agreement,” “Existing Security Agreement,” “Loan Agreement,” “Obligor(s),” “OPI,” and “Wells Fargo” shall have the meanings set forth hereinabove.

(b) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. Such terms include, without limitation, “Closing Date,” “Default,” “Event of Default,” “Excluded Property,” “Guarantors,” “Lenders,” “Lien,” “Loan Documents,” “Loans,” “Permitted Liens,” “Person,” “Required Lenders,” “Secured Cash Management Agreements,” “Secured Hedge Agreements,” “Secured Obligations,” “Secured Parties,” and “Subsidiary.”

(c) The following terms shall have the meanings set forth in the UCC (defined below): Accession, Account, Adverse Claim, As-Extracted Collateral, Bank, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account, Document, Electronic Chattel Paper, Equipment, Farm Products, Financial Asset, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Company Security, Investment Property, Letter-of-Credit Right, Manufactured Home, Money, Proceeds, Securities Account, Securities Intermediary, Security Entitlement, Security, Software, Supporting Obligation and Tangible Chattel Paper.

(d) The following terms shall have the meanings set forth below:

“Collateral” has the meaning provided in Section 2 hereof.

“Copyright License” means any written agreement, naming any Obligor as licensor, granting any right under any Copyright.

“Copyrights” means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office, and (b) all renewals thereof.

“Law” or “Laws” means, as the context may require, each and all laws, treaties, ordinances, statutes, rules, regulations, orders, injunctions, writs or decrees of any Governmental Authority, or any court or similar entity established by any Governmental Authority, whether now in effect or hereafter enacted or ordered.

“Patent License” means any agreement, whether written or oral, providing for the grant by or to a Obligor of any right to manufacture, use or sell any invention covered by a Patent.

“Patents” means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, and (b) all applications for letters patent in the United States or any other country, including without limitation any national stage entry applications of the United States or any other country, and all divisions, continuations and continuations-in-part thereof.

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“Pledged Equity” means, with respect to each Obligor, (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary of the Borrowers that is directly owned by such Obligor and (ii) sixty-six percent (66%) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (that is not an Inactive Subsidiary) of the Borrowers that is directly owned by such Obligor, including the Equity Interests of the Subsidiaries owned by such Obligor as set forth on Schedule 1(b) hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:

(i) all Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect thereof; and

(ii) in the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving Person, all shares of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the extent that such successor Person is a direct Subsidiary of an Obligor.

“Real Estate Leases” means all leases, licenses and other agreements granting any Obligor any rights in real property other than ownership.

“Trademark License” means any agreement, written or oral, providing for the grant by or to an Obligor of any right to use any Trademark.

“Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise and (b) all renewals thereof.

“UCC” means the Uniform Commercial Code as in effect from time to time in the state of Texas except as such term may be used in connection with the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply.

“Work” means any work that is subject to copyright protection pursuant to Title 17 of the United States Code.

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Section 2. Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing lien on and security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all Chattel Paper; (c) those certain Commercial Tort Claims set forth on Schedule 2(c) hereto; (d) all Copyrights; (e) all Copyright Licenses; (f) all Deposit Accounts, including without limitation those set forth on Schedule 2(f) hereto; (g) all Documents; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles (including, without limitation, fishing permits); (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Letter-of-Credit Rights; (o) all Money; (p) all Patents, including without limitation those set forth on Schedule 2(p) hereto; (q) all Patent Licenses; (r) all Pledged Equity; (s) all Real Estate Leases; (t) all Software; (u) all Supporting Obligations; (v) all Trademarks, including without limitation those set forth on Schedule 2(v) hereto; (w) all Trademark Licenses; and (x) all Accessions and all Proceeds of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (i) Excluded Property and (ii) any General Intangible, permit, lease, license, contract or other Instrument of an Obligor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (a) any such limitation described in the foregoing clause (ii) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder.

The Obligors hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

Section 3. Representations and Warranties. Each Obligor hereby represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that:

(a) Ownership. Each Obligor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same. There exists no Adverse Claim with respect to the Pledged Equity of such Obligor.

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(b) Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Obligor, the applicable Bank or Securities Intermediary, and the Administrative Agent of an agreement granting control to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected, first priority security interest in such Collateral.

(c) Types of Collateral. None of the Collateral consists of, or is the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or standing timber.

(d) Accounts. (i) Each Account of the Obligors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered by such Obligor (or is in the process of being delivered) or (B) services theretofore actually rendered by such Obligor to, the account debtor named therein, (iii) no Account of an Obligor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper, to the extent requested by the Administrative Agent, has been endorsed over and delivered to, or submitted to the control of, the Administrative Agent, (iv) no surety bond was required or given in connection with any Account of an Obligor or the contracts or purchase orders out of which they arose and (v) the right to receive payment under each Account is assignable.

(e) Equipment and Inventory. With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

(f) Authorization of Pledged Equity. All Pledged Equity is duly authorized and validly issued, is fully paid and, to the extent applicable, nonassessable and is not subject to the preemptive rights of any Person.

(g) No Other Equity Interests, Instruments, Etc. As of the Closing Date, (i) no Obligor owns any certificated Equity Interests in any Subsidiary that are required to be pledged and delivered to the Administrative Agent hereunder except as set forth on Schedule 1(b) hereto, and (ii) no Obligor holds any Instruments, Documents or Tangible Chattel Paper required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of this Agreement other than as set forth on Schedule 3(g) hereto. All such certificated securities, Instruments, Documents and Tangible Chattel Paper have been delivered to the Administrative Agent.

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(h) Partnership and Limited Liability Company Interests. Except as previously disclosed to the Administrative Agent, none of the Pledged Equity (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

(i) Reserved.

(j) Consents; Etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) hereof), (iv) such actions as may be required by Laws affecting the offering and sale of securities, (v) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (vi) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required for (A) the grant by such Obligor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by such Obligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and Trademark Office or the United States Copyright Office) or (C) the exercise by the Administrative Agent or the Secured Parties of the rights and remedies provided for in this Agreement.

(k) Commercial Tort Claims. As of the Closing Date, no Obligor has any Commercial Tort Claims seeking damages in excess of $250,000.00 other than as set forth on Schedule 2(c) hereto.

(l) Copyrights, Patents and Trademarks.

(i) To the best of each Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned.

(ii) To the best of each Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any Copyright, Patent or Trademark of any Obligor.

(iii) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark of any Obligor, or that, if adversely determined, could reasonably be expected to have a material adverse effect on the value of any Copyright, Patent or Trademark of any Obligor.

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(iv) All applications pertaining to the Copyrights, Patents and Trademarks of each Obligor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued.

(v) No Obligor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of any Obligor hereunder.

(m) Deposit Accounts. As of the Closing Date, no Obligor has any Deposit Account other than as set forth on Schedule 2(f) hereto and all such Deposit Accounts not held at Administrative Agent are subject to an agreement between the applicable Obligor, the applicable Bank, and the Administrative Agent granting control to the Administrative Agent over such Deposit Account (herein, a “Deposit Account Control Agreement”) except for (i) any such Deposit Account constituting Excluded Property (as defined in the Loan Agreement), and (ii) InCon Processing, LLC’s Deposit Account (account no. 0009163818) at Harris Bank; provided however, in the event that such Deposit Account has not been closed by August 31, 2012 such Obligor shall use its commercially reasonable efforts to obtain a Deposit Account Control Agreement over such Deposit Account if on or after such date such Obligor maintains more than $100,000.00 in such Deposit Account.

Section 4. Covenants. Each Obligor covenants that until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, such Obligor shall:

(a) Instruments/Chattel Paper/Pledged Equity/Control.

(i) If any amount in excess of $250,000.00 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document, ensure that such Instrument, Tangible Chattel Paper or Document is either in the possession of such Obligor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Obligor shall ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper.

(ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of an Obligor, all certificates and instruments constituting Pledged Equity. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Obligor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a)(ii) hereto.

(iii) Execute and deliver all agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purpose of obtaining and maintaining control with respect to any Collateral consisting of (i) Deposit Accounts, (ii) Investment Property, (iii) Letter-of-Credit Rights and (iv) Electronic Chattel Paper.

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(iv) Promptly upon the creation of any new Deposit Account not held at Administrative Agent, forward to the Administrative Agent an updated Schedule 2(f) listing any and all such additional Deposit Accounts.

(b) Filing of Financing Statements, Notices, etc. Each Obligor shall execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form of Exhibit 4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. Furthermore, each Obligor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Obligor’s attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may in its sole discretion desire to file the same.

(c) Change in Corporate Structure or Location. Not, without providing ten (10) days prior written notice to the Administrative Agent, change its registered legal name, change its state of organization, be party to a merger or consolidation or change its organizational existence.

(d) Collateral Held by Warehouseman, Bailee, etc. If any Collateral is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Obligor and the Administrative Agent so requests (i) notify such Person in writing of the Administrative Agent’s security interest therein, (ii) instruct such Person to hold all such Collateral for the Administrative Agent’s account and subject to the Administrative Agent’s instructions and (iii) use reasonable best efforts to obtain a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent.

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(e) Treatment of Accounts. Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any Person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, other than as normal and customary in the ordinary course of an Obligor’s business.

(f) Commercial Tort Claims. (i) Promptly forward to the Administrative Agent an updated Schedule 2(c) listing any and all Commercial Tort Claims by or in favor of such Obligor seeking damages in excess of $250,000.00 and (ii) execute and deliver such statements, documents and notices and do and cause to be done all such things as may be required by the Administrative Agent, or required by Law to create, preserve, perfect and maintain the Administrative Agent’s security interest in any Commercial Tort Claims initiated by or in favor of any Obligor.

(g) Books and Records. Mark its books and records (and shall cause the issuer of the Pledged Equity of such Obligor to mark its books and records) to reflect the security interest granted pursuant to this Agreement.

(h) Nature of Collateral. At all times maintain the Collateral as personal property and not affix any of the Collateral to any real property in a manner which would change its nature from personal property to real property or a Fixture to real property, unless the Administrative Agent shall have a perfected Lien on such Fixture or real property.

(i) Issuance or Acquisition of Equity Interests. Not without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Pledged Equity consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

(j) Intellectual Property.

(i) Not do any act or knowingly omit to do any act whereby any material Copyright may become invalidated and (A) not do any act, or knowingly omit to do any act, whereby any material Copyright may become injected into the public domain; (B) notify the Administrative Agent immediately if it knows that any material Copyright may become injected into the public domain or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any court or tribunal in the United States or any other country) regarding an Obligor’s ownership of any such Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) of each material Copyright owned by an Obligor and to maintain each registration of each material Copyright owned by an Obligor including, without limitation, filing of applications for renewal where necessary; and (D) promptly notify the Administrative Agent of any material infringement of any material Copyright of an Obligor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement.

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(ii) Not make any assignment or agreement in conflict with the security interest in the Copyrights of each Obligor hereunder (except as permitted by the Loan Agreement).

(iii) (A) Continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated.

(iv) Not do any act, or omit to do any act, whereby any material Patent may become abandoned or dedicated.

(v) Notify the Administrative Agent and the Secured Parties immediately if it knows that any application or registration relating to any material Patent or Trademark may become abandoned or dedicated, or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding such Obligor ownership of any Patent or Trademark or its right to register the same or to keep and maintain the same.

(vi) Take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of each material Patent and Trademark, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(vii) Promptly notify the Administrative Agent and the Secured Parties after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

(viii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder (except as permitted by the Loan Agreement).

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Notwithstanding the foregoing, the Obligors may, in their reasonable business judgment, fail to maintain, pursue, preserve or protect any Copyright, Patent or Trademark which is not material to their businesses.

Section 5. Authorization to File Financing Statements. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC (including authorization to describe the Collateral as “all personal property”, “all assets” or words of similar meaning).

Section 6. Advances. On failure of any Obligor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Administrative Agent may make for the protection of the security hereof or which may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by the Obligors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the default rate. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors of any Default or Event of Default. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

Section 7. Remedies.

(a) General Remedies. During the existence of an Event of Default, the Administrative Agent shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by Law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Administrative Agent at the expense of the Obligors any Collateral at any place and time designated by the Administrative Agent which is reasonably

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convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Obligors hereby waives to the fullest extent permitted by Law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for Money, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. To the extent the rights of notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.01 of the Loan Agreement at least ten (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Any sale hereunder may be conducted by an auctioneer or any officer or agent of Secured Party. The Collateral need not be present at any such sale.

(b) Remedies relating to Pledged Equity. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York or Houston, Texas (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable Law, any Secured Party may be a purchaser at any such sale. To the extent permitted by applicable Law, each of the Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable Law, the Administrative Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by Law, be made at the time and place to which the sale was postponed, or the Administrative Agent may further postpone such sale by announcement made at such time and place.

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(c) Remedies relating to Accounts. During the existence of an Event of Default, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Obligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Obligor’s customers and account debtors that the Accounts of such Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Secured Parties in the Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. Neither the Administrative Agent nor the Secured Parties shall have any liability or responsibility to any Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Furthermore, during the existence of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Obligors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (ii) upon the Administrative Agent’s request and at the expense of the Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (iii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.

(d) Access. In addition to the rights and remedies hereunder, during the existence of an Event of Default, the Administrative Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge to the Administrative Agent, and use the same, together with materials, supplies, books and records of the Obligors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.

(e) Nonexclusive Nature of Remedies. Failure by the Administrative Agent or the Secured Parties to exercise any right, remedy or option under this Agreement, any other Loan Document, any other document relating to the Secured Obligations, or as provided by Law, or any delay by the Administrative Agent or the Secured Parties in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and

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then only to the extent specifically stated, which in the case of the Administrative Agent or the Secured Parties shall only be granted as provided herein. To the extent permitted by Law, neither the Administrative Agent, the Secured Parties, nor any party acting as attorney for the Administrative Agent or the Secured Parties shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights, powers and remedies of the Administrative Agent and the Secured Parties hereunder shall be in addition to all rights, powers and remedies given by statute, rule of law or any other Loan Document and are cumulative. The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of any of the other rights, powers and remedies of the Administrative Agent or the Secured Parties. Furthermore, regardless of whether or not the UCC is in effect in the jurisdiction where such rights, powers and remedies are asserted, Administrative Agent and the Secured Parties shall have the rights, powers and remedies of a secured party under the UCC, as amended from time to time.

(f) Retention of Collateral. In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9.620 and 9.621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.

(g) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the Secured Parties are legally entitled, the Obligors shall be jointly and severally liable for the deficiency, together with interest thereon at the default rate, together with the costs of collection and the fees, charges and disbursements of counsel. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

Section 8. Rights of the Administrative Agent.

(a) Power of Attorney. In addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Obligor, irrevocably and with power of substitution, with authority to take any or all of the following actions during the existence of an Event of Default:

(i) to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably determine;

(ii) to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;

(iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate;

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(iv) to receive, open and dispose of mail addressed to an Obligor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of such Obligor on behalf of and in the name of such Obligor, or securing, or relating to such Collateral;

(v) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes;

(vi) to adjust and settle claims under any insurance policy relating thereto;

(vii) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order to perfect and maintain the security interests and Liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein;

(viii) to institute any foreclosure proceedings that the Administrative Agent may deem appropriate;

(ix) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral;

(x) to exchange any of the Pledged Equity or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Equity with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate;

(xi) to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Equity or any part thereof may be sold pursuant to Section 7 hereof;

(xii) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;

(xiii) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;

(xiv) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; and

(xv) do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral.

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This power of attorney is a power coupled with an interest and shall be irrevocable until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral. This power of attorney shall not create any fiduciary obligations or relationship on the part of the Administrative Agent for the benefit of any Obligor.

(b) Assignment by the Administrative Agent. The Administrative Agent and/or the Required Lenders may from time to time assign its rights and interests as “Collateral Agent” to a successor Administrative Agent, co-agent, sub-agent or attorney-in-fact appointed in accordance with the Loan Agreement, and such successor, if appointed in accordance with the Loan Agreement, shall be entitled to all of the rights and remedies of the Administrative Agent under this Agreement in relation thereto.

(c) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Obligors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Administrative Agent shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any steps clean, repair or otherwise prepare the Collateral for sale.

(d) Liability with Respect to Accounts. Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Secured Party of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Account

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(or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(e) Voting and Payment Rights in Respect of the Pledged Equity.

(i) So long as no Event of Default shall exist, each Obligor may (A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Loan Agreement and (B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Loan Agreement; and

(ii) During the existence of an Event of Default, (A) all rights of an Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (i)(A) above shall cease and all such rights shall thereupon become vested in the Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (B) all rights of an Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (i)(B) above shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (C) all dividends, principal and interest payments which are received by an Obligor contrary to the provisions of clause (ii)(B) above shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Obligor, and shall be forthwith paid over to the Administrative Agent as Collateral in the exact form received, to be held by the Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

(f) Releases of Collateral. (i) If any Collateral shall be sold, transferred or otherwise disposed of by any Obligor in a transaction permitted by the Loan Agreement, then the Administrative Agent, at the request and sole expense of such Obligor, shall promptly execute and deliver to such Obligor all releases and other documents, and take such other action, reasonably necessary for the release of the Liens created hereby or by any other Collateral Document on such Collateral. (ii) The Administrative Agent may release any of the Pledged Equity from this Agreement or may substitute any of the Pledged Equity for other Pledged Equity without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Agreement as to any Pledged Equity not expressly released or substituted, and this Agreement shall continue as a first priority lien on all Pledged Equity not expressly released or substituted.

Section 9. Application of Proceeds. Upon the acceleration of the Secured Obligations pursuant to Section 9.02 of the Loan Agreement, any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any Secured Party in Money, will be applied in reduction of the Secured Obligations in the order set forth in Section 9.04 of the Loan Agreement.

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Section 10. Continuing Agreement.

(a) This Agreement shall remain in full force and effect until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated and the Administrative Agent shall, upon the request and at the expense of the Obligors, forthwith release all of its Liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Obligors evidencing such termination.

(b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Section 11. Amendments; Waivers; Modifications, etc. This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.02 of the Loan Agreement; provided that any update or revision to Schedule 2(c) or Schedule 2(f) hereof delivered by any Obligor shall not constitute an amendment for purposes of this Section 11 or Section 11.02 of the Loan Agreement.

Section 12. Successors in Interest. This Agreement shall be binding upon each Obligor, its successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent and the Secured Parties hereunder, to the benefit of the Administrative Agent and the Secured Parties, and their respective successors and permitted assigns.

Section 13. Notices. All notices required or permitted to be given under this Agreement shall be in conformance with Section 11.01 of the Loan Agreement.

Section 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

Section 15. Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 16. Choice of Law and Venue; Arbitration. The terms of Sections 11.05 and 11.24 of the Loan Agreement with respect to choice of law, venue, and arbitration are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

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Section 17. Severability. If any provision of any of the Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

Section 18. Entirety. This Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.

Section 19. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real property and securities owned by an Obligor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement during the existence of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, Liens or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the Secured Parties under this Agreement, under any other of the Loan Documents or under any other document relating to the Secured Obligations. Obligors waive any right to marshalling of assets.

Section 20. Joinder. At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and delivering to the Administrative Agent a Joinder Agreement. Immediately upon such execution and delivery of such Joinder Agreement (and without any further action), each such additional Person will become a party to this Agreement as an “Obligor” and have all of the rights and obligations of an Obligor hereunder and this Agreement and the schedules hereto shall be deemed amended by such Joinder Agreement.

Section 21. Acceptance. This Agreement shall be deemed accepted by the Administrative Agent and the Lenders upon its delivery by the Obligors on the Closing Date.

Section 22. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders.

Section 23. Prior Agreements. This Agreement is a complete amendment and restatement of the Existing Security Agreement, and the Liens contained in the Existing Security Agreement are carried forward, renewed and extended to secure the obligations and indebtedness secured by the Existing Security Agreement. This Agreement and the security interest herein granted are in addition to, and not in substitution, novation or discharge of, any and all prior or contemporaneous security agreements and security interests in favor of Wells Fargo, the Administrative Agent or assigned to the Administrative Agent by others. All rights, powers and remedies of the Administrative Agent in all such security agreements are cumulative, but in the event of actual conflict in terms and conditions, the terms and conditions of the latest security agreement shall govern and control.

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Section 24. Exhibits. All exhibits and schedules to this Agreement are incorporated herein by reference for all purposes.

Section 25. Entire Agreement. THIS AGREEMENT AND THE OTHER RELATED LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of page intentionally left blank; signatures appear on following pages.]

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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

OBLIGORS:
OMEGA PROTEIN CORPORATION
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Executive Vice President and Chief Financial Officer
OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
PROTEIN FINANCE COMPANY
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
OMEGA SHIPYARD, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

Signature Page to Amended and Restated Security and Pledge Agreement

PROTEIN INDUSTRIES, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Vice President
CYVEX NUTRITION, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
INCON PROCESSING, L.L.C.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

Signature Page to Amended and Restated Security and Pledge Agreement

EX-10.7

Exhibit 10.7

AMENDED AND RESTATED FIRST PREFERRED FLEET MORTGAGE

on the United States flag vessels

ATCHAFALAYA BAY	HELGE HOVLAND
BEACHCOMBER	ISLE DERNIERE
BULL DOG	LANCASTER
CALCASIEU PASS	LOUISIANA
COTE BLANCHE BAY	MARSH ISLAND
DIAMOND REEF	MISSISSIPPI SOUND
FLEETON	RACHEL BURTON
FROSTY MORN	RAPPAHANNOCK
G.P. AMELIA	SMITH ISLAND
G.P. ANNA	SMUGGLER’S POINT
G.P. CHAUVIN	TERREBONNE BAY
GRAND ISLE	TIDELANDS
GUSSIE J. FLYNN

given by

OMEGA PROTEIN, INC.

in favor of

WILMINGTON TRUST COMPANY,

not in its individual capacity,

but solely as Trustee of the

Omega Master Vessel Trust 2012

dated

March 21, 2012

SYNOPSIS OF MORTGAGE

Name and Official

Numbers of Vessels:

	ATCHAFALAYA BAY	O.N. 539603
	BEACHCOMBER	O.N. 288224
	BULL DOG	O.N. 581304
	CALCASIEU PASS	O.N. 651261
	COTE BLANCHE BAY	O.N. 509347
	DIAMOND REEF	O.N. 517603
	FLEETON	O.N. 570668
	FROSTY MORN	O.N. 276926
	G.P. AMELIA	O.N. 943917
	G.P. ANNA	O.N. 943908
	G.P. CHAUVIN	O.N. 944035
	GRAND ISLE	O.N. 541024
	GUSSIE J. FLYNN	O.N. 563509
	HELGE HOVLAND	O.N. 571186
	ISLE DERNIERE	O.N. 618126
	LANCASTER	O.N. 556177
	LOUISIANA	O.N. 270596
	MARSH ISLAND	O.N. 532142
	MISSISSIPPI SOUND	O.N. 563685
	RACHEL BURTON	O.N. 298819
	RAPPAHANNOCK	O.N. 650997
	SMITH ISLAND	O.N. 563942
	SMUGGLER’S POINT	O.N. 651567
	TERREBONNE BAY	O.N. 508200
	TIDELANDS	O.N. 501955
Type of Instrument:	Amendment to First Preferred Fleet Mortgage
Date of Instrument:	March 21, 2012
Name of Shipowner (Percentage of Vessels owned):	OMEGA PROTEIN, INC. (100%)
Address of Shipowner:	2105 Citywest Blvd., Suite 500 Houston, Texas 77042-2838

Name of Mortgagee:	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee of the Omega Master Vessel Trust 2012 (100%)
Address of Mortgagee:	Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration
Total Amount of Mortgage:	$140,000,000.00 (exclusive of interest, fees, expenses and performance of mortgage covenants)

Synopsis of Mortgage - ii

AMENDED AND RESTATED FIRST PREFERRED FLEET MORTGAGE

THIS AMENDED AND RESTATED FIRST PREFERRED FLEET MORTGAGE (this “Mortgage”) dated March 21, 2012 is given by OMEGA PROTEIN, INC., a Virginia corporation (the “Shipowner”) with offices at 2105 Citywest Blvd., Suite 500, Houston, Texas 77042, in favor of WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee of the OMEGA MASTER VESSEL TRUST 2012, a Delaware statutory trust (the “Mortgagee”) with offices at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

RECITALS

A. The Shipowner is the sole legal and beneficial owner of the whole of each of the following vessels:

Name	Official No.
ATCHAFALAYA BAY	539603
BEACHCOMBER	288224
BULL DOG	581304
CALCASIEU PASS	651261
COTE BLANCHE BAY	509347
DIAMOND REEF	517603
FLEETON (formerly AET NUECES)	570668
FROSTY MORN	276926
G.P. AMELIA	943917
G.P. ANNA	943908
G.P. CHAUVIN	944035
GRANDE ISLE	541024
GUSSIE J. FLYNN	563509
HELGE HOVLAND	571186
ISLE DERNIERE	618126
LANCASTER	556177
LOUISIANA	270596
MARSH ISLAND	532142
MISSISSIPPI SOUND	563685
RACHEL BURTON	298819
RAPPAHANNOCK (formerly AET HARRIS)	650997
SMITH ISLAND	563942
SMUGGLER’S POINT	651567
TERREBONNE BAY	508200
TIDELANDS	501955

each duly documented in the name of the Shipowner under the laws and flag of the United States of America (each, a “Vessel” and collectively, the “Vessels”); and

B. The Vessels are subject to and more particularly described in that certain First Preferred Fleet Mortgage (as amended or supplemented from time to time in accordance with its terms, called the “Existing Mortgage”) dated October 21, 2009 executed by Shipowner in favor of Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), and filed for record with the United States Coast Guard National Documentation Center (the “NVDC”) under Batch No. 716993, Document ID 11197832, as supplemented by that certain Supplement No. 1 to First Preferred Fleet Mortgage dated July 21, 2011 executed by Shipowner in favor of Wells Fargo, and filed for record with the NVDC under Batch No. 839322, Document ID 14473528, reference to each of which is hereby made for all purposes; and

C. As more fully described in the Existing Mortgage, pursuant to that certain Loan Agreement (as amended from time to time in accordance with its terms, called the “Existing Loan Agreement”) dated as of October 21, 2009, among Omega Protein Corporation, a Nevada corporation (“Omega”), the Shipowner (who, together with Omega are hereinafter collectively referred to as the “Borrowers” and individually, a “Borrower”), each subsidiary of Omega listed as a “Guarantor” on the signature pages thereto, and Wells Fargo, and other documents executed in connection therewith, Wells Fargo agreed to make available to the Borrowers a revolving credit facility (which included a sub-facility for issuance of letters of credit) up to $35,000,000.00 and to enter into various interest rate, commodity, currency hedging or swap transactions up to $25,000,000.00 and provide certain treasury or cash management services up to $7,500,000.00; and

D. The Borrowers and Shipowner have requested, and Wells Fargo has agreed, to assign the Existing Mortgage to the Mortgagee and thereafter to amend and restate the Existing Mortgage with Mortgagee pursuant to the terms and conditions of this Mortgage; and

E. Pursuant to that certain Amended and Restated Loan Agreement (as amended from time to time in accordance with its terms, called the “Loan Agreement”) dated as of the date hereof, among Borrowers, each subsidiary of Omega listed as a “Guarantor” on the signature pages thereto, and the financial institutions from time to time party thereto (the “Lenders”), and Wells Fargo, as Administrative Agent, Swing Line Lender and Issuing Lender, which amends and restates in its entirety the Existing Loan Agreement, and other documents executed in connection therewith, the Lenders have agreed to make available to the Borrowers a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) up to $60,000,000.00 with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions up to an aggregate of $70,000,000.00 and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services up to an aggregate amount of $70,000,000.00, and the form of Loan Agreement, without Schedules or Exhibits, is attached as Schedule I hereto and incorporated herein by reference; and

F. Pursuant to that certain Master Vessel Trust Agreement, dated as of the date hereof, the Administrative Agent and Wilmington Trust Company formed the Mortgagee for the purpose of holding various collateral, including this Mortgage, for the benefit of the Administrative Agent; and

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G. Pursuant to that certain Assignment of First Preferred Fleet Mortgage, dated as of the date hereof, and being filed and recorded with the NVDC immediately prior to the filing and recordation of this Mortgage, Wells Fargo assigned the Existing Mortgage to the Mortgagee, for the benefit of the Administrative Agent; and

H. The Shipowner, in order to secure the repayment of all amounts from time to time due under the Loan Agreement and the other Loan Documents and the performance and observance of and compliance with the covenants, terms and conditions contained in the Loan Agreement, this Mortgage and the other Loan Documents, has duly authorized the execution and delivery of this Amended and Restated First Preferred Fleet Mortgage under and pursuant to the United States Ship Mortgage Act of 1920, as amended and recodified at 46 U.S.C. § 31301 et seq. (the “Ship Mortgage Act”), which is intended to amend and restate the Existing Mortgage in its entirety.

NOW THEREFORE, THIS MORTGAGE WITNESSETH (with defined terms used herein and not otherwise defined having the respective meanings ascribed thereto in the Loan Agreement and the rules of interpretation set forth in Section 1.02 thereof applying hereto):

That in consideration of the premises and of the sums loaned and to be loaned as above recited and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and in order to secure the payment when due of all amounts owed by the Loan Parties under the Loan Agreement and the other Loan Documents in accordance with the terms thereof, and the payment of all other sums as may hereafter become secured by this Mortgage in accordance with the terms hereof, and to secure the performance and observance by each Loan Party of, and the compliance by each Loan Party with, all of the covenants, terms and conditions contained herein and in the Loan Agreement and the other Loan Documents, the Shipowner and the Mortgagee by these presents do hereby amend and restate the Existing Mortgage with this Mortgage, and the Shipowner does hereby grant, convey, mortgage, pledge, assign, transfer, set over and confirm the whole of the Vessels unto the Mortgagee, its successors and assigns, together with all of their engines, machinery, masts, bowsprits, spars, rigging, nets, boats, anchors, chains, cables, tackle, apparel, fuel, furniture, fittings and equipment and all other appurtenances to the Vessels appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, all fishing licenses and permits and all rights and benefits incident thereto, and all additions, improvements and replacements hereafter made in or to the Vessels, or any part thereof, or in or to the equipment and appurtenances aforesaid, all of which shall be deemed to be included in the term “Vessels” as used in this Mortgage;

TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assigns, forever, upon the terms herein set forth for the enforcement of the payment of amounts owed by the Loan Parties under the Loan Agreement and the other Loan Documents and to secure the performance and observance by each Loan Party of, and compliance by each Loan Party with, the covenants, terms and conditions in this Mortgage and in the Loan Agreement and the other Loan Documents contained, such payment and performance obligations being described as the “Secured Obligations” in the Loan Agreement;

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PROVIDED, ONLY, and the conditions of these presents are such, that if the Shipowner or any other Loan Party shall pay or cause to be paid to the Mortgagee the principal of the indebtedness aforesaid and interest thereon as and when the same shall become due and payable in accordance with the terms of this Mortgage, the Loan Agreement and the other Loan Documents and all other such sums as may hereafter become secured by this Mortgage in accordance with the terms hereof, and the Shipowner and each other Loan Party shall perform, observe and comply with all the covenants, terms and conditions in the Loan Agreement, this Mortgage and the other Loan Documents, expressed or implied, to be performed, then these presents and the rights hereunder shall cease, determine and be void, otherwise to be and remain in full force and effect.

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the property above described is to be held subject to the further covenants, conditions, provisions, terms and uses hereinafter set forth.

ARTICLE I

COVENANTS OF THE SHIPOWNER

The Shipowner hereby covenants and agrees with the Mortgagee as follows:

Section 1.01. Payment of Secured Obligations. The Shipowner shall pay and perform the Secured Obligations, including the payment when due of the indebtedness evidenced as aforesaid and interest thereon and the observance, performance and compliance with each and every one of the covenants, terms and conditions herein and in the Loan Agreement and the other Loan Documents, expressed or implied, on its part to be observed, performed or complied with.

Section 1.02. Corporate Covenants. The Shipowner was duly organized and is now validly existing as a corporation under the laws of the Commonwealth of Virginia; it is now and shall remain during the life of this Mortgage an “eligible owner” within the meaning of 46 U.S.C. § 12103(b), and any and all successor statutes thereto, and any and all regulations promulgated under any thereof, satisfying the ownership requirements of 46 U.S.C. § 12113(c) and 46 C.F.R. § 356.3(e), and any and all successor statutes thereto, and any and all regulations promulgated under any thereof, and qualified under applicable law to engage in the U.S. Fisheries Trade; it is duly authorized to mortgage the Vessels; and all corporate actions necessary and required by law for the execution and delivery of this Mortgage have been duly and effectively taken.

Section 1.03. Title. The Shipowner lawfully holds title to and is lawfully possessed of the Vessels free from any Lien whatsoever, or any commitment to make the Vessels available for charter or sale or use by any Governmental Authority, other than the Lien of this Mortgage and any other Permitted Liens. The Shipowner shall warrant and defend the title to, and the lawful possession of, each of the Vessels, and every part thereof, for the benefit of the Mortgagee against the claims and demands of all Persons whomsoever.

Section 1.04. Conformance to Ship Registration Laws. The Shipowner, at its sole cost and expense, shall comply with and satisfy all the provisions and requirements of the Ship Mortgage Act and the American Fisheries Act of 1998, Public L. No. 105-277, 122 Stat. 2681, 2681-616 (codified in scattered sections of 46 U.S.C.) (as amended, the “Fisheries Act”), and

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any and all successor statutes thereto, and any and all regulations thereunder, in order to establish and maintain this Mortgage as a first preferred fleet mortgage thereunder upon the Vessels and upon all renewals, improvements and replacements made in or to the same.

Section 1.05. No Violation of Laws. The Shipowner further covenants that it shall not cause or permit the Vessels to be operated in any manner contrary to law and shall not engage in any unlawful trade or violate any law or carry any cargo that will expose the Vessels to penalty, forfeiture or capture, and shall not do, or suffer or permit to be done, anything that can or may injuriously affect the documentation of any Vessel under the laws and regulations of the United States and shall at all times keep each of the Vessels duly documented thereunder.

Section 1.06. Payment of Taxes. The Shipowner shall pay and discharge when due and payable, from time to time, all taxes, assessments, governmental charges, fines and penalties lawfully imposed on the Vessels or any income therefrom, unless the same are being contested in good faith by legal proceedings being diligently pursued, adequate reserves have been established on the books of the Shipowner with respect thereto and there exists no danger of arrest, forfeiture or sale of any Vessel by reason of the non-payment thereof.

Section 1.07. No Right to Grant Liens. None of the Shipowner, any charterer, the Master of any of the Vessels, or any other Person, has or shall have any right, power or authority to create, incur or permit to be placed or imposed or continued upon the Vessels, any Lien whatsoever other than the Lien of this Mortgage and other Permitted Liens.

Section 1.08. Notice of Mortgage. The Shipowner shall place or cause to be placed, and at all times and places shall retain or cause to be retained, a properly certified copy of this Mortgage on board each of the Vessels with her papers and shall cause such certified copy and such papers to be exhibited to any and all Persons having business therewith that might give rise to any Lien thereon other than Liens for crew’s wages and salvage, and to any representative of the Mortgagee; and shall place or cause to be placed and keep prominently displayed or cause to be prominently displayed in the chart room and in the Master’s cabin of each of each Vessel a framed printed notice in plain type reading as follows:

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“NOTICE OF MORTGAGE

This Vessel is documented in the name of OMEGA PROTEIN, INC. and is covered by an AMENDED AND RESTATED FIRST PREFERRED FLEET MORTGAGE given to WILIMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee of the Omega Master Vessel Trust 2012 under authority of the United States Ship Mortgage Act of 1920, as amended, recodified at 46 U.S.C. § 31301 et seq., as amended. Under the terms of said Mortgage, neither the Shipowner, any charterer, the Master of this Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than for crew’s wages and salvage.”

Section 1.09. No Liens. Except for Permitted Liens, the Shipowner shall not create or suffer to be continued any Lien on any Vessel or any income therefrom and in due course shall pay or cause to be paid or discharged or make adequate provision for the payment or discharge of all claims or demands that, if not paid or discharged, might result in the creation of such a Lien and shall cause the Vessel to be released or discharged from each such Lien therefor.

Section 1.10. Judicial Action. If any judicial action is commenced against any of the Vessels or if any of the Vessels is otherwise attached, levied upon, or taken into custody or detained by any proceeding in any court or tribunal or by any government or other authority, the Shipowner shall promptly notify the Mortgagee or cause the Mortgagee to be notified promptly in accordance with Section 3.05 hereof and shall cause such Vessel to be released and all Liens thereon to be discharged other than the Lien of this Mortgage and any other Permitted Lien, and shall promptly notify the Mortgagee or shall cause the Mortgagee to be notified promptly thereof in the manner aforesaid.

Section 1.11. Maintenance of Vessels. The Shipowner shall at all times and without cost or expense to the Mortgagee maintain and preserve, or cause to be maintained and preserved, each of the Vessels in good running order and repair, so that each of the Vessels shall be, in so far as due diligence can make her so, tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and in good operating condition. Each of the Vessels shall, and the Shipowner covenants that it shall, at all times comply with all applicable laws, treaties and conventions of the United States, and the rules and regulations issued thereunder, and shall have on board as and when required thereby valid certificates showing compliance therewith. Unless otherwise required by applicable law, the Shipowner shall not make, or permit to be made, any substantial change in the structure, type and speed of any of the Vessels or change in any of the Vessels’ rigs, without the prior written approval of the Mortgagee.

Section 1.12. Inspection of Vessels. Subject to any applicable restrictions in the Loan Agreement, the Shipowner shall at all times afford the Mortgagee or its authorized representatives, at the risk and expense of the Shipowner, full and complete access to each of the Vessels at any time (and in the absence of an Event of Default, upon reasonable prior notice) and from time to time during normal business hours for the purpose of inspecting the same and her cargo and papers and, at the request of the Mortgagee, the Shipowner shall deliver for inspection copies of any and all contracts and documents relating to the Vessels, whether on board or not.

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Section 1.13. No Change in Flag. So long as this Mortgage shall remain outstanding, the Shipowner shall not transfer or change the flag of any of the Vessels without the prior written consent of the Mortgagee, and any such written consent to any one transfer or change of flag shall not be construed to be waiver of this provision with respect to any subsequent proposed transfer or change of flag.

Section 1.14. No Sale or Transfer. Except as expressly permitted by the Loan Agreement, the Shipowner shall not sell, mortgage, transfer, charter or transfer the management of any Vessel without the prior written consent of the Mortgagee, and any such written consent to any one such sale, mortgage, transfer, charter or transfer of management shall not be construed to be a waiver of this provision with respect to any subsequent proposed sale, mortgage, transfer, charter or transfer of management. Any such sale, mortgage, transfer, charter or transfer of the management of any Vessel shall be subject to the provisions of this Mortgage and the Lien it creates.

Section 1.15. Insurance.

(a) The Shipowner shall, at its sole cost and expense, when and so long as this Mortgage shall be outstanding, insure the Vessels and keep each Vessel insured, in lawful money of the United States, for an amount not less than the full commercial value of such Vessel. No Vessel shall in any event be insured for an amount less than the agreed valuation as set forth in the applicable marine and war risk policies. Such insurance shall cover marine and war risk perils, on hull and machinery, and shall be maintained in the broadest forms available in the American or British insurance markets or such other markets as may be satisfactory to the Mortgagee. No Vessel shall operate in or carry any cargoes or proceed into any area then excluded by trading warranties under its marine or war risk policies (including protection and indemnity) without obtaining any necessary additional coverage, satisfactory in form and substance, and evidence of which shall be furnished, to the Mortgagee.

(b) The policy or policies of insurance shall be issued by responsible underwriters acceptable to the Mortgagee, shall contain the conditions, terms, stipulations and insuring covenants satisfactory to the Mortgagee in its reasonable judgment and shall be kept in full force and effect by the Shipowner so long as this Mortgage shall be outstanding. All such policies, binders, cover notes and other interim insurance contracts shall be executed and issued in the name of the Shipowner and shall, to the extent that the Mortgagee shall require, provide that loss be payable to the Mortgagee for distribution by it to itself and the Shipowner as their respective interests may appear and shall provide for at least thirty (30) days’ prior notice to be given the Mortgagee by the broker and/or underwriters in the event of cancellation or material alteration. The Mortgagee (and such other Persons as the Mortgagee may designate from time to time) shall be named as co-assureds on all such policies, cover notes and insurance contracts but without liability of the Mortgagee or any such other Person for premiums or calls. All such cover notes, and if requested by the Mortgagee at any time and from time to time all such policies, binders and other interim insurance contracts, shall be deposited with the Mortgagee. The Shipowner shall furnish or cause to be furnished to the Mortgagee annually a detailed report signed by a

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firm or firms of marine insurance brokers satisfactory to the Mortgagee as to the insurance maintained in respect of the Vessels, as to their opinion that such insurances are at least comparable to that which is customarily maintained for properties of a similar character employed under similar conditions’ of operation by prudent companies engaged in a similar business and as to compliance with the provisions of this Section 1.15. In addition, the Shipowner shall maintain or cause to be maintained protection and indemnity insurance and coverage that is carried and maintained for properties of a similar character employed under similar conditions of operation by prudent companies engaged in a similar business and in the maximum available amount on commercially reasonable terms against pollution liability, through underwriters or associations acceptable to the Mortgagee and in the maximum amount available with respect to coverage other than pollution liability that is carried and maintained for properties of a similar character employed under similar conditions of operation by prudent companies engaged in a similar business; provided, however, that war risk protection and indemnity insurance shall be in an amount not less than the amount of insurance against total loss. Such insurance policies shall provide for at least thirty (30) days’ prior written notice to be given to the Mortgagee by the underwriters or association in the event of cancellation or material alteration or the failure of the Shipowner to pay any premium or call that would suspend coverage under the policy or the payment of a claim thereunder. The Shipowner shall furnish a copy of each insurance policy with respect to any Vessel to the Mortgagee.

Unless otherwise required by the Mortgagee by notice to the underwriters, although the following insurance is payable to the Mortgagee, so long as no Event of Default exists, any loss in an amount of less than $5,000,000.00 under any insurance on the Vessels with respect to protection and indemnity risks may be paid directly to the Shipowner to reimburse it for any loss, damage or expense incurred by it and covered by such insurance or to the Person to whom any liability covered by such insurance has been incurred. Any loss under any insurance with respect to the Vessels involving any damage to any Vessel (other than a loss under any insurance on the Vessels with respect to protection and indemnity risks), shall be paid directly to the Mortgagee for application pursuant to Section 2.10 hereof in the event that either (i) the loss is in an amount of $5,000,000.00 or more, or (ii) an Event of Default exists.

(c) The Shipowner shall not declare or agree with the underwriters that any Vessel is a constructive or compromised, agreed or arranged constructive total loss without the prior written consent of the Mortgagee.

(d) The Shipowner shall comply with and satisfy all of the provisions of any applicable law, rule, regulation, proclamation or order concerning financial responsibility for liabilities imposed on the Shipowner or any of the Vessels with respect to pollution including, without limitation, the U.S. Water Pollution Control Act, as amended by the Water Pollution Control Act Amendment of 1972 and as it may be further amended, the Oil Pollution Act of 1990, as amended from time to time, and the Hazardous Materials Transportation Act, as amended from time to time, and shall maintain all certificates or other evidence of financial responsibility as may be required by any such law, regulation, proclamation or order with respect to the trade in which any of the Vessels from time to time is engaged and the cargoes carried by it.

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Section 1.16. Reimbursement of Expenditures. The Shipowner shall reimburse the Mortgagee on demand, with interest at the highest rate of interest otherwise in effect under the Loan Agreement (not including any default rate then in effect) plus two percent (2.00%) per annum, for any and all expenditures that the Mortgagee may from time to time make, lay out or expend in providing such protection in respect of insurance, discharge or purchase of Liens, taxes, dues, assessments, governmental charges, fines and penalties lawfully imposed, repairs, attorneys’ fees and other matters as the Shipowner is obligated herein to provide, but fails to provide. Such obligation of the Shipowner to reimburse the Mortgagee shall be an additional indebtedness due from the Shipowner, secured by this Mortgage, and shall be payable by the Shipowner on demand. The Mortgagee, though privileged so to do, shall be under no obligation to the Shipowner to make any such expenditures, nor shall the making thereof relieve the Shipowner of any default in that respect.

ARTICLE II

EVENTS OF DEFAULT AND REMEDIES

Section 2.01. Remedies. If an Event of Default shall exist, then and in each and every such case the Mortgagee shall have the right to:

(a) Exercise all the rights and remedies in foreclosure and otherwise given to the Mortgagee by the provisions of applicable law, including, but not limited to, the provisions of the Ship Mortgage Act;

(b) Bring suit at law, in equity or in admiralty, as the Mortgagee may determine, to recover judgment for any and all amounts due under Loan Agreement, any other Loan Document or otherwise hereunder, and collect the same out of any and all property of the owner whether covered by this Mortgage or otherwise;

(c) To the extent permitted by, and subject to, applicable law (including, without limitation, the Fisheries Act and the regulations promulgated pursuant thereto), take the Vessels, or any of them, wherever the same may be, without legal process and without being responsible for loss or damage; and the Shipowner or other Person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessels, as demanded by the Mortgagee, and the Mortgagee may, without being responsible for loss or damage, hold, lay up, lease, charter, operate or otherwise use the Vessels, or any of them, for such time and upon such terms as it may deem to be for its best advantage, accounting only for the net profits, if any, arising from such use and charging all receipts from such use or from the sale of the Vessels, or any of them, by court proceedings or pursuant to Subsection (d) next following, and all costs, expenses, charges, damages or losses by reason of such; and if at any time the Mortgagee shall avail itself of the right herein given it to take the Vessels or any of them and shall take any such Vessel, the Mortgagee shall have the right to dock such Vessel or Vessels for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock it or them at any other place at the cost and expense of the Shipowner; and

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(d) To the extent permitted by, and subject to, applicable law (including, without limitation, the Fisheries Act and the regulations promulgated pursuant thereto), and without being responsible for loss or damage, where it has acted reasonably and in good faith, sell the Vessels or any of them at any place and at such time as the Mortgagee may specify and in such manner as the Mortgagee may deem advisable free from any claim by the Shipowner in admiralty, in equity, at law or by statute, after first giving notice (in the case of a public sale) of the time and place of sale with a general description of the property in the following manner:

(i) By publishing such notice for five (5) consecutive days in a daily newspaper of general circulation published in Houston, Texas;

(ii) If the place of sale should not be Houston, Texas, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and

(iii) By sending a similar notice by telex or telecopier confirmed by registered mail to the Shipowner at its address hereinafter set forth on or before the day of first publication.

Section 2.02. Effect of Sale; Credit Bids. Any sale of any Vessel made pursuant to this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Shipowner therein and thereto, and shall bar the Shipowner, its successors and assigns, and all Persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of such sale, any Lender shall be entitled, for the purpose of mailing settlement or payment for the property purchased to use and apply the unpaid balance of any amount owed to any Lender pursuant to the Loan Agreement or any other Loan Document in order that there may be credited against the amount remaining due and unpaid thereon the sums payable out of the net proceeds of such sale to such Lender after allowing for the costs and expense of sale and other charges; and thereupon such purchaser shall be credited, on account of such purchase price, with the net purchase price that shall have been so credited. At such sale, any Lender may bid for and purchase such property, and upon compliance with the terms of sale and to the extent permitted by, and subject to, applicable law (including, without limitation, the Fisheries Act and the regulations promulgated pursuant thereto) may hold, retain and dispose of such property without further accountability therefor.

Section 2.03. Conveyance; Title. The Mortgagee is hereby appointed attorney-in-fact of the Shipowner, coupled with an interest in the Vessels, to execute and deliver to any purchaser aforesaid, and is hereby vested with full power and authority to make, in the name and on behalf of the Shipowner, good conveyance of the title to any Vessel so sold. In the event of a sale of the Vessels or any of them, the Shipowner shall, if and when required by the Mortgagee, execute such form of conveyance of such Vessels or Vessel as the Mortgagee may direct or approve. This appointment as attorney-in-fact shall not create any fiduciary relationship or obligation on the part of the Mortgagee.

Section 2.04. Collection of Accounts, Insurance, Etc. The Mortgagee is hereby appointed attorney-in-fact of the Shipowner, coupled with an interest in the Vessels, to demand, collect, receive, compromise and sue for, in the name of the Shipowner, so long as any Event of Default shall exist and so far as may be permitted by law, all freights, hire, earnings, issues, revenues, income and profits of any of the Vessels, and all amounts due from underwriters under

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any insurance thereon as payment of losses or as return premiums or otherwise, salvage awards and recoveries, recoveries in general average or otherwise, and all other sums due or to become due during the existence of the Event of Default in respect of any of the Vessels or in respect of any insurance thereon from any Person whomsoever, and to make, give and execute in the name of the Shipowner acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Shipowner all checks, notes, drafts, warrants, agreements and all other instruments in writing with respect to the foregoing. This appointment as attorney-in-fact shall not create any fiduciary relationship or obligation on the part of the Mortgagee.

Section 2.05. Possession. Whenever any right to enter and take possession of any of the Vessels accrues to the Mortgagee, the Mortgagee may require the Shipowner to deliver, and the Shipowner shall on such demand, at its own cost and expense, deliver such Vessel as demanded. If any legal proceedings shall be taken to enforce any right under this Mortgage, the Mortgagee shall be entitled as a matter of right to the appointment of a receiver of the Vessels and the freights, hire, earnings, issues, revenues, income and profits due or to become due arising from the operation thereof.

Section 2.06. Court Action. The Shipowner hereby authorizes and empowers the Mortgagee or its appointees or any of them, so long as any Event of Default shall exist, to appear in the name of the Shipowner, its successors and assigns, in any court of any country or nation of the world where a suit is pending against any of the Vessels because of or on account of any alleged Lien against such Vessel from which such Vessel has not been released and to take such proceedings as to the Mortgagee or its appointees or any of them may seem proper towards the defense of such suit and the purchase or discharge of such Lien, and all expenditures made or incurred by them or any of them for the purpose of such defense, purchase or discharge shall be a debt due from the Shipowner, its successors and assigns, to the Mortgagee, and shall be secured by the Lien of this Mortgage in like manner and extent as if the amount and description thereof were written herein.

Section 2.07. Rights Cumulative. Each and every power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other power and remedy herein given or now or hereafter existing at law, in equity, in admiralty or by statute, and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission by the Mortgagee or by the Administrative Agent or any Lender in the exercise of any right or power or in the pursuance of any remedy accruing upon any Event of Default shall impair any such right, power or remedy or be construed to be a waiver of any such Event of Default or to be an acquiescence thereof; nor shall the acceptance by the Mortgagee of any security or of any payment of or on account of any amount payable pursuant to the Loan Agreement or any other Loan Document maturing after any Event of Default or of any payment on account of any past Event of Default, be construed to be a waiver of any right to take advantage of any future Event of Default or of any past Event of Default not completely cured thereby.

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Section 2.08. Cure by Shipowner. If at any time an Event of Default exists, or after acceleration of the Obligations, and prior to the actual sale of any of the Vessels by the Mortgagee or prior to any foreclosure proceedings, the Shipowner offers to cure completely all Events of Default and to pay all out-of-pocket expenses, advances and damages to the Mortgagee arising from such Events of Default, with interest payable pursuant to the Loan Agreement and the other Loan Documents; then the Mortgagee may, but shall have no obligation to, accept such offer and restore the Shipowner to its former position, but such action shall not affect any subsequent Event of Default or impair any rights consequent thereon.

Section 2.09. Restoration of Position after Suit. In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Shipowner and the Mortgagee shall be restored to their respective former positions and rights hereunder with respect to the property subject or intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken, and this Mortgage shall remain in full force and effect.

Section 2.10. Application of Proceeds. The proceeds of the sale of any of the Vessels or of any insurance maintained on any of the Vessels and the net earnings of any charter operation or other use thereof by the Mortgagee under any of the powers herein specified pursuant to or under the terms of this Mortgage or in any proceedings hereunder, the application of which has not elsewhere herein been specifically provided for, shall be applied as follows:

FIRST: To the payment of all fees, costs, expenses and charges, including the expenses of any sale, the expenses of any retaking, attorneys’ fees, court costs, and any other expenses or advances made or incurred by the Mortgagee in the protection of its rights or the pursuance of its remedies hereunder, and to provide adequate indemnity against Liens claiming priority over or equality with the Lien of this Mortgage;

SECOND: To the Administrative Agent for application in accordance with the Loan Agreement and the other Loan Documents; and

THIRD: To the payment of any surplus thereafter remaining to the Shipowner or to whomsoever may be lawfully entitled thereto.

In the event that the proceeds and amounts referred to above received by the Mortgagee are insufficient to pay in fill the amounts specified in paragraphs “FIRST” and “SECOND” above, the Mortgagee shall be entitled to collect the balance from the Shipowner or from any other Person or entity liable therefor.

Section 2.11. Replacement of Equipment. So long as no Event of Default exists, the Shipowner (a) shall be suffered and permitted to retain actual possession and use of the Vessels and (b) shall have the right, from time to time, in its discretion, and without application to the Mortgagee, and without obtaining a release thereof by the Mortgagee, but subject to the applicable terms of the Loan Agreement, to dispose of, free from the Lien hereof, any engines, machinery, bowsprits, masts, spars, rigging, boats, anchors, cables, chains, tackle, apparel,

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furniture, fittings or equipment or any other appurtenances to the Vessels that are no longer useful, necessary, profitable or advantageous in the operation of the Vessels, first or simultaneously replacing the same by new engines, machinery, bowsprits, masts, spars, rigging, boats, anchors, chains, cables, tackle, apparel, furniture, fittings, equipment or other appurtenances of substantially equal value to the Shipowner, which shall forthwith become, automatically and without necessity of any action on the part of any Person, subject to the Lien of this Mortgage as a first preferred fleet mortgage thereon.

ARTICLE III

SUNDRY PROVISIONS

Section 3.01. Summary of Terms. The total amount of the direct or contingent obligations that is or may be secured by this Mortgage is $140,000,000.00 (exclusive of interest, costs, expenses and fees). Of this amount, $70,000,000.00 is attributable to the obligations under the Loan Agreement and $70,000,000.00 is attributable to the obligations under the various Secured Hedge Agreement(s) and Secured Cash Management Agreement(s) (as such terms are defined in the Loan Agreement), both of which constitute “Secured Obligations” under and as is defined in the Loan Agreement. The date of maturity of this Mortgage is the earliest to occur of (a) March 21, 2017, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to the Loan Agreement, or (c) the date of termination of the Revolving Credit Commitment pursuant to the Loan Agreement. The discharge amount of this Mortgage is the same as the total amount and there is no separate discharge amount for each Vessel. It is not intended that this Mortgage shall include property other than the Vessels, and it shall not include property other than the Vessels as the term “vessel” is used in Subsection (c)(2) of Section 31322 of Title 46 United States Code, as amended. Notwithstanding the foregoing, for property other than the Vessels, if any should be determined to be covered by this Mortgage, the discharge amount is one one-hundredth of one percent (0.01%) of the total amount.

Section 3.02. Successors and Assigns. All the covenants, promises, stipulations and agreements of the Shipowner in this Mortgage contained shall bind the Shipowner and its permitted successors and assigns and shall inure to the benefit of the Mortgagee and its successors and assigns.

Section 3.03. Agents of Mortgagee. Wherever and whenever herein any right, power or authority is granted or given to the Mortgagee, such right, power and authority may be exercised in all cases by the Mortgagee or such agent or agents as it may appoint, and the act or acts of such agent or agents when taken shall constitute the act of the Mortgagee hereunder.

Section 3.04. Invalidity. If any one or more of the provisions of this Mortgage should at any time for any reason be declared invalid, void or otherwise inoperative by a court of competent jurisdiction, such declaration or decision shall not affect the validity of any other provision or provisions of this Mortgage or the validity of this Mortgage as a whole.

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Section 3.05. Notice. All notices and other communications provided for hereunder shall be in writing and shall be mailed, telecopied or delivered, if to any party, at the following address:

if to the Mortgagee, to it at the following address:

Wilmington Trust Company, as Trustee

Omega Master Vessel Trust 2012

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration

Telecopier: +1-302-636-4140

if to the Shipowner, to it at the following address:

Omega Protein, Inc.

2105 Citywest Blvd., Suite 500

Houston, Texas 77042-2838

Attention: Andrew Johannesen

Telecopier: +1-713-940-6122

or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 3.05. All such notices and other communications shall be effective, (a) if mailed, when received or three (3) Business Days after deposited in the mails, whichever occurs first, (b) if telecopied, when transmitted and confirmation received, or (c) if delivered, upon delivery.

Section 3.06. Preferred Status of Mortgage. Notwithstanding anything contained herein to the contrary, nothing herein shall waive the preferred status of this Mortgage under the Ship Mortgage Act or under the corresponding provisions of any act in any other jurisdiction in which it is sought to be enforced and that, if any provision or portion of this Mortgage shall be construed to waive its preferred status, then such provision or portion to such extent shall be void and of no effect.

Section 3.07. Choice of Law. This Mortgage shall be governed by, and construed in accordance with, the federal maritime laws of the United States of America and, to the extent such laws are inapplicable, by the laws of the State of Texas, except the rules governing conflicts of law.

Section 3.08. Further Assurances. The Shipowner hereby undertakes at its own cost and expense to execute, sign, perfect, do and (if required), register every such further assurance, document, act or thing reasonably necessary or advisable for the purpose of maintaining or perfecting or exercising the security constituted by this Mortgage.

Section 3.09. Remedies Not Exclusive. Each and every power and remedy in this Mortgage specifically given to the Mortgagee shall be in addition to every other power and remedy herein specifically given or now or hereafter existing at law, in equity, admiralty, or by statute, and each and every power and remedy, whether specifically in this Mortgage given or otherwise existing, may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the commencement of the exercise of any such power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy under this Mortgage.

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Section 3.10. No Waiver. None of the terms and conditions of this Mortgage may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Shipowner and the Mortgagee.

[Remainder of page blank; signature page follows.]

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IN WITNESS WHEREOF, the Shipowner and the Mortgagee have executed thus Mortgage on the day and year first above written.

SHIPOWNER:
OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Vice President and Chief Financial Officer

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

This instrument was acknowledged before me on March 21, 2012, by Andrew Johannesen, Vice President and Chief Financial Officer of Omega Protein, Inc., a Virginia corporation, on behalf of said corporation.

/s/ Lisa Duffy

Notary Public, State of Texas

Signature Page 1 to Amended and Restated First Preferred Fleet Mortgage

MORTGAGEE:
WILIMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee of the Omega Master Vessel Trust 2012
By:	/s/ Adam Vogelsong
Name:	Adam Vogelsong
Title:	Senior Financial Services Officer

THE STATE OF DELAWARE	§
	§
COUNTY OF NEWCASTLE	§

This instrument was acknowledged before me on March 19, 2012, by Adam Vogelsong, the Senior Financial Services Officer of Wilmington Trust Company, a Delaware trust company, not in its individual capacity, but solely as Trustee of the Omega Master Vessel Trust 2012, on behalf of said trust company.

/s/ Patrick A. Kanar

Notary Public, State of Delaware

Signature Page 2 to Amended and Restated First Preferred Fleet Mortgage

EX-10.8

Exhibit 10.8

SUPPLEMENT NO. 1 TO

AMENDED AND RESTATED

FIRST PREFERRED FLEET MORTGAGE

adding the United States flag vessel

G.P. FISHERMAN

given by

OMEGA PROTEIN, INC.

in favor of

WILMINGTON TRUST COMPANY,

not in its individual capacity,

but solely as Trustee of the

Omega Master Vessel Trust 2012

effective as of

March 21, 2012

SYNOPSIS OF SUPPLEMENT NO. 1

Names and Official

Numbers of Vessels

Currently Subject to

Mortgage:

Name	Official No.
ATCHAFALAYA BAY	539603
BEACHCOMBER	288224
BULL DOG	581304
CALCASIEU PASS	651261
COTE BLANCHE BAY	509347
DIAMOND REEF	517603
FLEETON	570668
FROSTY MORN	276926
G.P. AMELIA	943917
G.P. ANNA	943908
G.P. CHAUVIN	944035
GRAND ISLE	541024
GUSSIE J. FLYNN	563509
HELGE HOVLAND	571186
ISLE DERNIERE	618126
LANCASTER	556177
LOUISIANA	270596
MARSH ISLAND	532142
MISSISSIPPI SOUND	563685
RACHEL BURTON	298819
RAPPAHANNOCK	650997
SMITH ISLAND	563942
SMUGGLER’S POINT	651567
TERREBONNE BAY	508200
TIDELANDS	501955

Name and Official

Number of Vessel

Being added to

Mortgage with this

Supplement:

Name	Official No.
G.P. FISHERMAN	650282

Type of Instrument: Supplement No. 1 to Amended and Restated First Preferred Fleet Mortgage

Effective Date of Instrument:	March 21, 2012
Name of Shipowner:	OMEGA PROTEIN, INC.
Percentage of Vessels owned and mortgaged by Shipowner:	100%
Address of Shipowner:	2105 Citywest Blvd., Suite 500
	Houston, Texas 77042-2838
Name of Mortgagee:	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee of the Omega Master Vessel Trust 2012 (100%)
Address of Mortgagee:	Rodney Square North
	1100 North Market Street
	Wilmington, Delaware 19890-0001
	Attention: Corporate Trust Administration
Total Amount of Mortgage:	$140,000,000.00 (exclusive of interest, fees, expenses and performance of mortgage covenants)

Synopsis of Mortgage - ii

SUPPLEMENT NO. 1 TO AMENDED AND RESTATED FIRST PREFERRED FLEET MORTGAGE

THIS SUPPLEMENT NO. 1 TO AMENDED AND RESTATED FIRST PREFERRED FLEET MORTGAGE (this “Supplement”) effective as of March 21, 2012 is given by OMEGA PROTEIN, INC., a Virginia corporation (the “Shipowner”) with offices at 2105 Citywest Blvd., Suite 500, Houston, Texas 77042, in favor of WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee of the OMEGA MASTER VESSEL TRUST 2012, a Delaware statutory trust (the “Mortgagee”) with offices at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

R E C I T A L S

A. The Shipowner is the sole legal and beneficial owner of the whole of each of the following vessels:

Name	Official No.
ATCHAFALAYA BAY	539603
BEACHCOMBER	288224
BULL DOG	581304
CALCASIEU PASS	651261
COTE BLANCHE BAY	509347
DIAMOND REEF	517603
FLEETON	570668
FROSTY MORN	276926
G.P. AMELIA	943917
G.P. ANNA	943908
G.P. CHAUVIN	944035
GRAND ISLE	541024
GUSSIE J. FLYNN	563509
HELGE HOVLAND	571186
ISLE DERNIERE	618126
LANCASTER	556177
LOUISIANA	270596
MARSH ISLAND	532142
MISSISSIPPI SOUND	563685
RACHEL BURTON	298819
RAPPAHANNOCK	650997
SMITH ISLAND	563942
SMUGGLER’S POINT	651567
TERREBONNE BAY	508200
TIDELANDS	501955

which are described as the “Vessels” in that certain Amended and Restated First Preferred Fleet Mortgage effective as of the date hereof (the “Mortgage”), executed by Shipowner in favor of Mortgagee and filed for record with the United States Coast Guard National Vessel Documentation Center immediately prior to the recordation of this Supplement under Batch No.             , Document ID             , reference to which is hereby made for all purposes;

B. The Shipowner is also the sole legal and beneficial owner of the whole of the following vessel:

Name	Official No.
G.P. FISHERMAN	650282

duly documented in the name of the Shipowner under the laws and flag of the United States of America (the “Additional Vessel”); and

C. As more fully described in the Mortgage, pursuant to that certain Loan Agreement (as defined in the Mortgage), the Lenders have agreed to make available to the Borrowers a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) up to $60,000,000.00 with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions up to an aggregate of $70,000,000.00 and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services up to an aggregate amount of $70,000,000.00; and

D. The Shipowner, in order to secure the repayment of all amounts from time to time due under the Loan Agreement and the other Loan Documents (as defined in the Mortgage) and the performance and observance of and compliance with the covenants, terms and conditions contained in the Loan Agreement, this Supplement and the other Loan Documents, has duly authorized the execution and delivery of this Supplement under and pursuant to the United States Ship Mortgage Act of 1920, as amended and recodified at 46 U.S.C. § 31301 et seq. (the “Ship Mortgage Act”).

NOW THEREFORE, THIS SUPPLEMENT WITNESSETH (with defined terms used herein and not otherwise defined having the respective meanings ascribed thereto in the Loan Agreement and the rules of interpretation set forth in Section 1.02 thereof applying hereto):

That in consideration of the premises and of the sums loaned and to be loaned as above recited and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and in order to secure the payment when due of all amounts owed by the Loan Parties under the Loan Agreement and the other Loan Documents in accordance with the terms thereof, and the payment of all other sums as may hereafter become secured by the Mortgage, as supplemented hereby, in accordance with the terms thereof and hereof, and to secure the performance and observance by each Loan Party (as defined in the Loan Agreement) of, and the compliance by each Loan Party with, all of the covenants, terms and conditions contained in the Mortgage, as supplemented hereby, and in the Loan Agreement and the other Loan Documents, the Shipowner by these presents does hereby grant, convey, mortgage, pledge, assign, transfer, set over and confirm the whole of the Additional Vessel unto the Mortgagee, its successors and assigns, together with all of her engines, machinery, masts, bowsprits, spars, rigging, nets, boats, anchors, chains, cables, tackle, apparel, fuel, furniture, fittings and

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equipment and all other appurtenances to the Additional Vessel appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, all fishing licenses and permits and all rights and benefits incident thereto, and all additions, improvements and replacements hereafter made in or to the Additional Vessel, or any part thereof, or in or to the equipment and appurtenances aforesaid, all of which shall be deemed to be included in the term “Additional Vessel” as used in this Supplement;

TO HAVE AND TO HOLD the same unto the Mortgagee, its successors and assigns, forever, upon the terms herein set forth for the enforcement of the payment of amounts owed by the Loan Parties under the Loan Agreement and the other Loan Documents and to secure the performance and observance by each Loan Party of, and compliance by each Loan Party with, the covenants, terms and conditions in the Mortgage, as supplemented hereby, and in the Loan Agreement and the other Loan Documents contained, such payment and performance obligations being described as the “Secured Obligations” in the Loan Agreement, subject to payment of the Secured Obligations as described in the Mortgage.

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the property above described is to be held subject to the further covenants, conditions, provisions, terms and uses set forth in the Mortgage, as supplemented hereby.

ARTICLE I

COVENANTS OF THE SHIPOWNER

The Shipowner hereby covenants and agrees with the Mortgagee as follows:

Section 1.01. Corporate Covenants. The Shipowner was duly organized and is now validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia; it is now and shall remain during the life of this Supplement an “eligible owner” within the meaning of 46 U.S.C. § 12103(b), and any and all successor statutes thereto, and any and all regulations promulgated under any thereof, satisfying the ownership requirements of 46 U.S.C. § 12113(c) and 46 C.F.R. § 356.3(e), and any and all successor statutes thereto, and any and all regulations promulgated under any thereof, and qualified under applicable law to engage in the U.S. Fisheries Trade; it is duly authorized to mortgage the Additional Vessel; and all corporate actions necessary and required by law for the execution and delivery of this Supplement have been duly and effectively taken.

Section 1.02. Title. The Shipowner lawfully holds title to and is lawfully possessed of the Additional Vessel free from any Lien whatsoever, or any commitment to make the Additional Vessel available for charter or sale or use by any Governmental Authority, other than the Lien of the Mortgage, as supplemented hereby, and any other Permitted Liens. The Shipowner shall warrant and defend the title to, and the lawful possession of, the Additional Vessel, and every part thereof, for the benefit of the Mortgagee against the claims and demands of all Persons whomsoever.

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Section 1.03. Incorporation of Mortgage. All of the covenants and agreements on the part of the Mortgagor which are set forth in, and all the rights, privileges, powers and immunities of the Mortgagee which are provided for in the Mortgage, are incorporated herein and shall apply to the Vessels subjected to the Lien of the Mortgage by the Mortgage or by this Supplement and otherwise, with the same force and effect as though set forth at length in this Supplement.

Section 1.04. Definition of “Vessel”. The term “Vessel” as used in the Mortgage and this Supplement shall include the Additional Vessel.

Section 1.05. Supplement to Mortgage. This Supplement is executed as and shall constitute an instrument supplemental to the Mortgage, and shall be construed in connection with and as part of the Mortgage.

Section 1.06. Ratification of Mortgage. Except as modified and expressly amended by this Supplement and any other supplement, the Mortgage is in all respects ratified and confirmed and all of the terms, provisions and conditions thereof shall be and remain in full forth and effect, and are hereby ratified and confirmed.

Section 1.07. Consent to Supplement. Mortgagee hereby consents to the terms of this Supplement.

ARTICLE II

SUNDRY PROVISIONS

Section 2.01. Summary of Terms. The total amount of the direct or contingent obligations that is or may be secured by the Mortgage, as supplemented hereby, is $140,000,000.00 (exclusive of interest, costs, expenses and fees). Of this amount, $70,000,000.00 is attributable to the obligations under the Loan Agreement and $70,000,000.00 is attributable to the obligations under the various Secured Hedge Agreement(s) and Secured Cash Management Agreement(s) (as such terms are defined in the Loan Agreement), both of which constitute “Secured Obligations” under and as is defined in the Loan Agreement. The date of maturity of the Mortgage, as supplemented hereby, is the earliest to occur of (a) March 21, 2017, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to the Loan Agreement, or (c) the date of termination of the Revolving Credit Commitment pursuant to the Loan Agreement. The discharge amount is the same as the total amount and there is no separate discharge amount for each Vessel. It is not intended that the Mortgage, as supplemented hereby, shall include property other than the Vessels, and it shall not include property other than a “vessel” as used in Subsection (c)(2) of Section 31322 of Title 46 United States Code, as amended. Notwithstanding the foregoing, for property other than the Vessels, if any should be determined to be covered by this Supplement, the discharge amount is one one-hundredth of one percent (0.01%) of the total amount.

Section 2.02. Invalidity. If any one or more of the provisions of this Supplement should at any time for any reason be declared invalid, void or otherwise inoperative by a court of competent jurisdiction, such declaration or decision shall not affect the validity of any other provision or provisions of this Supplement or the validity of this Supplement as a whole.

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Section 2.03. Preferred Status of Mortgage. Notwithstanding anything contained herein to the contrary, nothing herein shall waive the preferred status of the Mortgage as supplemented hereby under the Ship Mortgage Act or under the corresponding provisions of any act in any other jurisdiction in which it is sought to be enforced and that, if any provision or portion of the Mortgage as supplemented hereby shall be construed to waive its preferred status, then such provision or portion to such extent shall be void and of no effect.

Section 2.04. Choice of Law. This Supplement shall be governed by, and construed in accordance with, the federal maritime laws of the United States of America and, to the extent such laws are inapplicable, by the laws of the State of Texas, except the rules governing conflicts of law.

[Signature pages follow]

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IN WITNESS WHEREOF, the Shipowner and the Mortgagee have executed this Supplement to be effective as of the day and year first above written.

SHIPOWNER:
OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Vice President and Chief Financial Officer

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

This instrument was acknowledged before me on March 21, 2012, by Andrew Johannesen, Vice President and Chief Financial Officer of Omega Protein, Inc., a Virginia corporation, on behalf of said corporation.

/s/ Lisa Duffy

Notary Public, State of Texas

Signature Page to Supplement No. 1 to Amended and Restated First Preferred Fleet Mortgage

MORTGAGEE:
WILIMINGTON TRUST COMPANY,
not in its individual capacity, but solely as Trustee of the Omega Master Vessel Trust 2012
By:	/s/ Adam Vogelsong
Name:	Adam Vogelsong
Title:	Senior Financial Services Officer

STATE OF DELAWARE	§
	§
COUNTY OF NEW CASTLE	§

This instrument was acknowledged before me on March 19, 2012, by Adam Vogelsong , the Senior Financial Services Officer of Wilmington Trust Company, a Delaware trust company, not in its individual capacity, but solely as Trustee of the Omega Master Vessel Trust 2012, on behalf of said trust company.

/s/ Patrick. A Kanar

Notary Public, State of Delaware

My commission expires: April 6, 2012

Signature Page to Supplement No. 1 to Amended and Restated First Preferred Fleet Mortgage

EX-10.9

Exhibit 10.9

AMENDED AND RESTATED ASSIGNMENT OF INSURANCES

dated as of

March 21, 2012

by

OMEGA PROTEIN, INC.,

and

OMEGA PROTEIN CORPORATION

collectively, as Assignor,

in favor of

WILMINGTON TRUST COMPANY,

not in its individual capacity,

but solely as Trustee of the

Omega Master Vessel Trust 2012

AMENDED AND RESTATED ASSIGNMENT OF INSURANCES

THIS AMENDED AND RESTATED ASSIGNMENT OF INSURANCES (this “Assignment”), dated as of March 21, 2012, is made by OMEGA PROTEIN, INC., a Virginia corporation (“Shipowner”), and OMEGA PROTEIN CORPORATION, a Nevada corporation (“Omega” together with Shipowner, collectively, “Assignor”), in favor of WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee of the OMEGA MASTER VESSEL TRUST 2012, a Delaware statutory trust (“Assignee”).

R E C I T A L S

A. Shipowner is the sole legal and beneficial owner of the whole of the United States flag vessels described on Exhibit A attached hereto and incorporated herein by reference (each, a “Mortgaged Vessel”); and

B. All of the Mortgaged Vessels, save and except the vessel named G.P. Fisherman with an Official Number 650282 duly documented in the name of Shipowner under the laws and flag of the United States of America (the “Additional Vessel”), are subject to and more particularly described in that certain First Preferred Fleet Mortgage (as amended or supplemented from time to time in accordance with its terms, called the “Existing First Preferred Ship Mortgage”) dated as of October 21, 2009 executed by Shipowner in favor of Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as supplemented by that certain Supplement No. 1 to First Preferred Fleet Mortgage dated as of July 21, 2011 executed by Shipowner in favor of Wells Fargo; and

C. As more fully described in the Existing First Preferred Ship Mortgage, pursuant to that certain Loan Agreement (as amended from time to time in accordance with its terms, called the “Existing Loan Agreement”) dated as of October 21, 2009 among Assignor, each subsidiary of Omega listed as a “Guarantor” on the signature pages thereto, and Wells Fargo, and other documents executed in connection therewith, Wells Fargo agreed to make available to Assignor a revolving credit facility (which included a sub-facility for the issuance of letters of credit) up to $35,000,000.00 and to enter into various interest rate, commodity, currency hedging or swap transactions up to $25,000,000.00 and to provide certain treasury or cash management services up to $7,500,000.00; and

D. Pursuant to the Existing First Preferred Ship Mortgage, Shipowner agreed, among other things, to insure and keep the Mortgaged Vessels, save and except the Additional Vessel, insured in the name of Shipowner, naming Wells Fargo as an additional insured and as loss payee; and

E. Pursuant to that certain Assignment of Insurances (the “Existing Assignment”) dated as of October 21, 2009 by Assignor in favor of Wells Fargo, Assignor assigned to Wells Fargo all of Assignor’s right, title and interest in and to the insurances in respect of the Mortgaged Vessels, save and except the Additional Vessel, and any proceeds related thereto; and

F. Pursuant to that certain Amended and Restated Loan Agreement (as amended from time to time in accordance with its terms, called the “Loan Agreement”) dated as of the date hereof, among Assignor, each subsidiary of Omega listed as a “Guarantor” on the signature

pages thereto, and the financial institutions from time to time party thereto (“Lenders”), and Wells Fargo, as Administrative Agent (“Administrative Agent”), Swing Line Lender and Issuing Lender, which amends and restates in its entirety the Existing Loan Agreement, and other documents executed in connection therewith, Lenders have agreed to make available to Assignor a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) up to $60,000,000.00 with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions up to an aggregate of $70,000,000.00 and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

G. Pursuant to that certain Master Vessel Trust Agreement, dated as of the date hereof, Administrative Agent and Wilmington Trust Company formed Assignee for the purpose of holding various collateral, including the First Preferred Ship Mortgage (as defined below) and this Assignment, for the benefit of Administrative Agent; and

H. Pursuant to that certain Assignment of First Preferred Fleet Mortgage, dated as of the date hereof, Wells Fargo assigned the Existing First Preferred Ship Mortgage to Assignee, for the benefit of Administrative Agent; and

I. Pursuant to an Amended and Restated First Preferred Fleet Mortgage, dated the date hereof (as amended or supplemented from time to time in accordance with its terms, called the “First Preferred Ship Mortgage”) given by Shipowner in favor of Assignee, as supplemented by that certain Supplement No. 1 to Amended and Restated First Preferred Fleet Mortgage dated the date hereof given by Shipowner in favor of Assignee, Shipowner agreed, among other things, to insure and keep each Mortgaged Vessel insured in the name of Shipowner, naming Assignee as an additional insured and as loss payee; and

J. Pursuant to the terms of the Loan Agreement, Assignor is required to execute and deliver to Assignee, as security for the Secured Obligations, an assignment of all of Assignor’s right, title and interest in and to the insurances in respect of each Mortgaged Vessel and any proceeds related thereto; and

K. Assignor has requested, and Wells Fargo has agreed, to assign the Existing Assignment to Assignee and thereafter to amend and restate the Existing Assignment with Assignee pursuant to the terms and conditions of this Assignment.

NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Assignor:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions. Each capitalized term used but not otherwise defined in this Assignment (including in the introduction and recitals hereof) shall have the meaning given such term in the Loan Agreement unless the context shall otherwise require. Such terms include, without limitation, “Closing Date,” “Event of Default,” “Loan Documents,” “Loan Party,” “Secured Obligations,” “Secured Parties,” and “Person.”

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Section 1.02 Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications herein or therein), (b) any reference to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations (and any reference to any statute, act or regulation, without additional reference, shall be deemed to refer to federal statutes, acts and regulations of the United States), (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Assignment in its entirety and not to any particular provision hereof, and (e) each reference in herein to articles, sections, paragraphs, clauses and exhibits are to the articles, sections, paragraphs and clauses of, and the exhibits to, this Assignment.

ARTICLE II

ASSIGNMENT FOR SECURITY, ETC.

Section 2.01 Assignment. As security for the prompt payment and performance in full of the Secured Obligations, Assignor, as legal and beneficial owner, does hereby assign, transfer and set over unto Assignee, for the benefit of Assignee and its successors and assigns, and does hereby grant Assignee a security interest in, all of Assignor’s right, title and interest, whether now existing or hereafter acquired, present or future, in, to and under (a) all policies and contracts of insurance, including Assignor’s rights under all entries in any protection and indemnity or war risks association or club, which are from time to time taken out by or for Assignor in respect of any Mortgaged Vessel, her hull, machinery, freights, disbursements, profits or otherwise, and all the benefits thereof, including all claims of whatsoever nature, as well as returns premiums (all of which are herein collectively called the “Insurances”), and (b) all moneys and claims for moneys in connection therewith and all proceeds of all of the foregoing.

Section 2.02 Notices: Loss Payable Clauses.

(a) All Insurances, except entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries, relating to any Mortgaged Vessel shall contain a loss payable and notice of cancellation clause in accordance with the First Preferred Ship Mortgage and substantially in the form of Exhibit B attached hereto and incorporated herein by reference or in such other form as Assignee may agree.

(b) All entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries relating to any Mortgaged Vessel shall contain a loss payable and notice of cancellation clause in accordance with the First Preferred Ship Mortgage and substantially in the form of Exhibit C attached hereto and incorporated herein by reference or in such other form as Assignee may agree.

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Section 2.03 Covenants and Undertakings. Assignor hereby covenants and agrees with Assignee that:

(a) It shall do or permit to be done each and every act or thing which Assignee may from time to time require to be done for the purpose of enforcing Assignee’s rights under this Assignment and shall allow its name to be used as and when required by Assignee for that purpose; and

(b) It shall forthwith give notice of this Assignment, in the form set out in Exhibit D attached hereto and incorporated herein by reference and identifying each Mortgaged Vessel by name and official number, or shall cause its insurance brokers to give such notice, to all insurers, underwriters, clubs and associations providing insurance in connection with any Mortgaged Vessel and the earnings related thereto and procure that such notice is endorsed on all the policies and entries of insurances in respect of each Mortgaged Vessel and her earnings.

Section 2.04 No Duty of Inquiry. Assignee shall not be obliged to make any inquiry as to the nature or sufficiency of any payment received by it hereunder or to make any claim or take any other action to collect any moneys or to enforce any rights and benefits hereby assigned to Assignee or to which Assignee may at any time be entitled hereunder except such reasonable action as may be requested by any underwriter, association or club. Assignor shall remain liable to perform all the obligations assumed by it in relation to the property hereby assigned and Assignee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever (including any obligation or liability with respect to the payment of premiums, calls, assessments or any other sums at any time due and owing in respect of the Insurances) in the event of any failure by Assignor to perform such obligations.

Section 2.05 Negative Pledge. Assignor does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it shall not assign or pledge so long as this Assignment shall remain in effect, any of its rights, title or interest in the whole or any part of the moneys and claims hereby assigned, to anyone other than Assignee, and it shall not take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the rights hereby assigned or any of the rights created in this Assignment; and Assignor hereby irrevocably appoints and constitutes Assignee as Assignor’s true and lawful attorney-in-fact, coupled with an interest in such money and claims assigned, with full power (in the name of Assignor or otherwise) should an Event of Default exist to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which Assignee may deem to be necessary or advisable and otherwise to do any and all things which Assignor itself could do in relation to the property hereby assigned, including filing any and all Uniform Commercial Code financing statements or renewals thereof in collection with this Assignment without the signature of Assignor which Assignee may deem to be necessary or advisable to perfect or maintain the security interest granted hereby. This power of attorney shall not create any fiduciary obligations or relationship on the part of the Assignee for the benefit of the Assignor.

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Section 2.06 Application of Proceeds. All moneys collected to received from time to time by Assignee pursuant to this Assignment shall be applied or paid in accordance with Section 2.10 of the First Preferred Ship Mortgage.

Section 2.07 Further Assurances. Assignor hereby agrees that any time and from time to time upon the written request of Assignee it shall duly execute and deliver any and all such further instruments and documents as may be specified in such request (which request shall be accompanied by the execution form of such instruments and documents) and as are necessary or desirable to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby, or to obtain for Assignee the full benefit of the specific rights and powers granted herein.

Section 2.08 Remedies Cumulative and Not Exclusive: No Waiver. Each and every right, power and remedy given to Assignee specifically or otherwise in this Assignment shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by Assignee, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by Assignee in the exercise of any right, remedy or power or in the pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of Assignor or any other Loan Party or to be an acquiescence therein; nor shall the acceptance by Assignee, Administrative Agent or any Secured Party of any security or of any payment of or on account of any of the amounts due from the Loan Parties to Administrative Agent, any Secured Party, Assignee or other holders of any of the Secured Obligations and maturing after any breach or default or of any payment on account of any past breach or default be construed to be a waiver of any right to take advantage of any future breach or default or of any past breach or default not completely cured thereby. For the avoidance of doubt, Assignee, its successors and assigns, shall be the only parties entitled to exercise the remedies set forth hereunder.

Section 2.09 Invalidity. Any provision of this Assignment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event that it should transpire that by reason of any law or regulation, or by reason of a ruling of any court, or by any other reason whatsoever, the assignment herein contained is either wholly or partly defective, Assignor hereby undertakes to furnish Assignee with an alternative assignment or alternative security and to do all such other acts as, in the sole opinion of Assignee, shall be required in order to ensure and give effect to the full intent of this Assignment.

Section 2.10 Continuing Security. It is declared and agreed that the security created by this Assignment shall be held by Assignee as a continuing security for the prompt payment and performance in full of the Secured Obligations and that the security so created shall not be satisfied by an intermediate payment, performance or satisfaction of any part of the Secured

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Obligations hereby secured and that the security so created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by Assignee, Administrative Agent, any Secured Party or other holder of any of the Secured Obligations for all or any part of the moneys hereby secured.

Section 2.11 Termination. Once all of the Secured Obligations arising under the Loan Agreement and other Loan Documents have been fully and finally paid or otherwise performed in full or Assignor is released therefrom in accordance with the terms of the Loan Agreement, all of the right, title and interest herein assigned shall revert to Assignor and this Assignment shall terminate.

ARTICLE III

MISCELLANEOUS

Section 3.01 Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be given as set forth in the First Preferred Ship Mortgage.

Section 3.02 Amendments, Etc. No amendment or waiver of any provision of this Assignment, and no consent to any departure by Assignor herefrom, shall in any event be effective unless the same shall be in writing and signed by Assignee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 3.03 Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment by telecopier shall be equally as effective as delivery of an original executed counterpart of this Assignment. If Assignor shall deliver an executed counterpart of this Assignment by telecopier, Assignor also shall deliver an original executed counterpart of this Assignment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Assignment.

Section 3.04 Acceptance. This Assignment shall be deemed accepted by Assignee upon its delivery by the Assignor on the Closing Date.

Section 3.05 GOVERNING LAW. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF TEXAS, EXCEPT THE RULES GOVERNING CONFLICTS OF LAW.

Section 3.06 CONSENT TO JURISDICTION: SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS ASSIGNMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS IN THE COUNTY OF HARRIS COUNTY OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, AND, BY EXECUTION AND DELIVERY OF THIS ASSIGNMENT, ASSIGNOR IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE

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AFORESAID COURTS. ASSIGNOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF TEXAS AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ASSIGNOR AT ITS ADDRESS FOR NOTICES AS SET FORTH IN THE LOAN AGREEMENT AND TO THE SECRETARY OF STATE OF THE STATE OF TEXAS, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ASSIGNEE TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ASSIGNOR IN ANY OTHER JURISDICTION. ASSIGNOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ASSIGNOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, ASSIGNOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS ASSIGNMENT.

Section 3.07 WAIVER OF JURY TRIAL, ETC. ASSIGNOR WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS ASSIGNMENT, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS ASSIGNMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. ASSIGNOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ASSIGNEE HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ASSIGNEE WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. ASSIGNOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.

Section 3.08 ENTIRE AGREEMENT. THIS ASSIGNMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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[Remainder of page is blank. Signatures appear on next page.]

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IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed and delivered on the day and year first above written.

ASSIGNOR: OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Vice President and Chief Financial Officer

OMEGA PROTEIN CORPORATION
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Executive Vice President and Chief Financial Officer

Signature Page to Amended and Restated Assignment of Insurances

CONSENT TO AMENDED AND RESTATED ASSIGNMENT OF INSURANCES

Wells Fargo hereby (i) grants, bargains, sells, transfers, assigns and conveys unto Assignee, all of its rights, title and interests in and to the Existing Assignment, (ii) acknowledges that all loss payable and notice of cancellation clauses contemplated by the Existing Assignment are no longer effective, and (iii) acknowledges that all loss payable and notice of cancellation clauses contemplated by the Assignment shall be in favor of Assignee.

WELLS FARGO: WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ John A. Kallina
	John A. Kallina
	Senior Vice President

Signature Page to Amended and Restated Assignment of Insurances

EX-10.10

Exhibit 10.10

AMENDED AND RESTATED AIRCRAFT SECURITY AGREEMENT

THIS AMENDED AND RESTATED AIRCRAFT SECURITY AGREEMENT (this “Agreement”) is entered into as of March 21, 2012 among OMEGA PROTEIN CORPORATION, a Nevada corporation (the “Company”), OMEGA PROTEIN, INC., a Virginia corporation (“OPI” and, together with the Company, the “Borrowers” and each a “Borrower”), together with the other parties identified as “Obligors” on the signature page hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrowers, individually an “Obligor”, and collectively the “Obligors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for the Secured Parties (defined below).

R E C I T A L S:

A. The Company or OPI are the legal and beneficial owners of the whole of each of the Airframe (as defined in the Existing Security Agreement) which are subject to and more particularly described in that certain Aircraft Security Agreement (as amended or supplemented from time to time in accordance with its terms, called the “Existing Security Agreement”) dated October 21, 2009 given by Borrowers, together with the other parties identified as “Obligors” on the signature pages thereto (together with the Borrowers, collectively the “Existing Obligors”) in favor of Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), which was recorded by the Federal Aviation Administration Civil Aviation Registry (the “Registry”) on November 5, 2009 and assigned Conveyance No. CW001594, as assigned by that certain Assignment of Aircraft Security Agreement dated March 21, 2012 by Wells Fargo, as assignor in favor of the Administrative Agent, as assignee, which was filed with the FAA simultaneously herewith, reference to which is hereby made for all purposes; and

B. As more fully described in the Existing Security Agreement, pursuant to that certain Loan Agreement dated as of October 21, 2009 (as amended, modified, extended, renewed or replaced from time to time, the “Existing Loan Agreement”, the form of which, without Schedules or Exhibits, is attached as Exhibit A to the Existing Security Agreement) among the Borrowers and Wells Fargo, Wells Fargo agreed to make loans, issue letters of credit and make other financial accommodations upon the terms and subject to the conditions set forth therein; and

C. The Existing Obligors have requested, and Wells Fargo has agreed, to assign the Existing Security Agreement to the Administrative Agent and thereafter to amend and restate the Existing Security Agreement with Administrative Agent pursuant to the terms and conditions of this Agreement; and

D. Pursuant to that certain Amended and Restated Loan Agreement dated as of the date hereof (as amended, modified, extended, renewed or replaced from time to time, the “Loan Agreement”, the form of which, without Schedules or Exhibits, is attached as Exhibit A hereto for definitional purposes only and incorporated herein by reference) among the Borrowers, each subsidiary of Company listed as a “Guarantor” on the signature pages thereto, and the financial institutions from time to time party thereto (the “Lenders”), and Administrative Agent, the Lenders have agreed to make loans, issue letters of credit and make other financial accommodations upon the terms and subject to the conditions set forth therein; and

E. Pursuant to that certain Assignment of Aircraft Security Agreement, dated as of the date hereof, and being filed and recorded with the Registry immediately prior to the filing and recordation of this Agreement, Wells Fargo assigned the Existing Security Agreement to the Administrative Agent; and

F. This Agreement, which is intended to amend and restate the Existing Security Agreement in its entirety, is required by the terms of the Loan Agreement.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.

(a) Defined Terms. The following terms used herein shall have the meanings set forth below:

“Aircraft” means and includes (a) the Airframe, (b) the Engines, and (c) any and all manuals, logbooks, flight records, maintenance records, and other historical information or records of each Obligor relating to (a) or (b).

“Airframe” means and includes that certain airframe identified on Exhibit B attached hereto and incorporated herein by reference, and any airframes described on a mortgage supplement hereto, together with any and all parts, appliances, components, instruments, accessories, accessions, attachments, equipment, or avionics (including, without limitation, radio, radar, navigation systems, or other electronic equipment but excluding Engines or engines installed thereon) installed in, attached to, appurtenant to, or delivered with or in respect of such Airframe.

“Collateral” has the meaning provided in Section 2 of this Agreement.

“Cape Town Treaty” has the meaning provided in 49 U.S.C. § 44113(1).

“Engine” means and includes those certain aircraft engines installed on an Airframe together with any and all parts, appliances, components, accessories, accessions, attachments or equipment installed on, appurtenant to, or delivered with or in respect of such Engines.

“Event of Default” means the failure of any Obligor to comply with the terms of this Agreement or any Event of Default as defined in the Loan Agreement.

“International Registry” has the meaning provided in 49 U.S.C. § 44113(3).

(b) Terms Defined in the Loan Agreement. All other terms used herein which are defined in the Loan Agreement shall have the same meaning herein unless the context otherwise requires. Such terms include, without limitation, “Closing Date”, “Liens”, “Loan Documents”, “Loan Party”, “Person”, “Required Lenders”, “Secured Obligations”, and “Secured Parties”.

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Section 2. Grant of Security Interest. To secure the payment of the Secured Obligations, however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter acquired, and future advances, and all costs and expenses incurred by the Administrative Agent to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, each Obligor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing first priority security interest in and lien upon the following described property, whether now owned or hereafter acquired (collectively, the “Collateral”): (i) the Aircraft owned by the specific Obligor as listed on Exhibit B (including, without limitation, the Airframe and the Engines); (ii) all right, title, and interest of each Obligor in and to any purchase agreement, rental agreement, charter agreement, or other agreement(s) respecting the Aircraft and/or any of the Engines, including, but not limited to, Obligor’s right to receive, either directly or indirectly, from any party or Person, any rents or other payments due under such agreement(s); (iii) the propellers (if any), appliances, and spare parts identified and/or described by type and location on Exhibit B hereto; (iv) any and all substitutions, replacements, and proceeds of any of the foregoing items, including, but not limited to, proceeds of insurance covering the Airframe, the Engines, and or any other portion of the Collateral, and any and all accounts, general intangibles, contract rights, inventory, equipment, money, drafts, instruments, deposit accounts, or other tangible or intangible property of each Obligor resulting from the sale (authorized or unauthorized) or other disposition of the Collateral, or any portion thereof, and the proceeds thereof, and (v) all proceeds of the foregoing.

Section 3. Obligors’ Warranty of Title. Except for the security interest granted under this Agreement, each Obligor warrants that such Obligor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Each Obligor will defend the Collateral against all claims and demands of all Persons or entities claiming any interest therein.

Section 4. International Registry. Each Obligor warrants that none of the Aircraft are capable of transporting eight (8) or more persons (including crew), or goods in excess of 2750 kilograms and that each Engine has less than 550 rated takeoff shaft horsepower or the equivalent of such horsepower.

Section 5. Obligors Will Execute and Deliver Documents. Each Obligor will, at the Administrative Agent’s written request, furnish the Administrative Agent such information and execute and deliver to the Administrative Agent such documents and do all such acts and things as Administrative Agent may reasonably request and as are necessary or appropriate to assist the Administrative Agent in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to the Administrative Agent’s satisfaction. The Obligors will pay the cost of filing all appropriate documents in all public offices where the Administrative Agent deems such filings to be necessary or desirable. The Obligors will and, as applicable, hereby authorize the Administrative Agent to: (a) record, register and file the security interest under this Agreement, each and every supplement hereto, and such notices, financing statements, registrations and other

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instruments as may from time to time be requested by the Administrative Agent with the appropriate agencies, if any, in the United States of America (including the filing of UCC-1 financing statements in the United States of America) and with the International Registry established under the Cape Town Treaty as adopted by the United States of America, as the Administrative Agent may reasonably require in its sole and absolute discretion to perfect, maintain perfected or further protect the Administrative Agent’s security interest for the benefit of the Secured Parties in the Aircraft and the other items of the Collateral, the value or priority thereof, and the rights and remedies of the Administrative Agent hereunder, such recordation, registration and filing to be in form and substance acceptable to the Administrative Agent; (b) furnish evidence of every such recording, registering and filing; and (c) execute and deliver or perform, or cause to be executed and delivered or performed, such further and other instruments reasonably requested by the Administrative Agent as are required to carry out the intent and purpose of this Agreement and to subject the Collateral to the lien created or intended to be created by this Agreement, including (i) any and all acts and things which may be reasonably requested by the Administrative Agent with respect to the terms of the Convention on the International Recognition of Rights in Aircraft signed at Geneva, Switzerland on June 19, 1948 and the laws and regulations of the United States of America, including the Cape Town Treaty, to perfect and preserve the rights of the Administrative Agent hereunder, and (ii) defending the title of the Obligors to the Collateral and any and all parts thereof, by means of negotiation and, if necessary, appropriate legal proceedings, against every party claiming the same through or under the Obligors or otherwise.

Section 6. Power of Attorney. Each Obligor hereby irrevocably appoints the Administrative Agent, on behalf of the Secured Parties, as its attorney-in-fact and agent with full power of substitution and resubstitution for it and in its name (which power shall be exercisable only during the existence of an Event of Default) and coupled with an interest in the Collateral to endorse the name of such Obligor on any checks or other instruments or evidences of payment or other documents in connection with or pertaining to the Collateral that may come into the possession of the Administrative Agent; to compromise, prosecute or defend any action, claim or proceeding concerning the Collateral provided that the Administrative Agent has given notice of same to such Obligor; to do any and all acts which such Obligor is obligated hereby to do with respect to the Collateral; to exercise such rights as such Obligor might exercise with respect to the Collateral; to give notice of the Administrative Agent’s security interest for the benefit of the Secured Parties in and to collect the Collateral and any proceeds thereof, and to execute and file in such Obligor’s name any financing statements, continuation statements, and amendments thereto required to perfect, maintain perfected or further perfect the Administrative Agent’s security interest for the benefit of the Secured Parties in the Collateral granted hereunder, for the purposes of protecting and preserving the Collateral and the Administrative Agent’s rights hereunder and therein, as and to the extent otherwise provided herein; and to do and perform each and every act necessary and proper to carry out the purposes contemplated in this Agreement, as such Obligor might or could do, if personally present, and such Obligor hereby ratifies and approves all that the Administrative Agent and the Secured Parties shall do or cause to be done by virtue hereof.

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Section 7. Operation, Maintenance and Repair. The Obligors shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions:

(a) The Obligors shall have complete use of the Collateral until an Event of Default, and the Obligors shall use, operate, maintain and store the Collateral, or any part hereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturer’s recommendations, including the recommendations or requirements set forth in manufacturer’s operating and maintenance manuals.

(b) The Obligors agree that the Collateral will be operated only by duly certified and qualified pilots and shall be based within the geographical boundaries of the United States of America.

(c) The Obligors shall be responsible for and pay for all expenses of owning and operating the Collateral, including, but not limited to, storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturer’s operating and maintenance manuals and with Federal Aviation Administration rules and regulations. The Obligors shall properly maintain all records pertaining to the maintenance and operation of the Collateral.

Section 8. Insurance. The Obligors will, at their own expense, keep the Collateral insured at all times against loss, damage, theft and such other casualties as the Administrative Agent may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as the Administrative Agent may (but has no obligation to) approve. Such insurance policies shall name the Administrative Agent as additional insured on liability coverage and as loss payee on all-risk coverage. Losses or refunds in all cases shall be payable to the Administrative Agent and the Obligors as their interests may appear. In no event shall the amount of such physical damage insurance be less than the greater of the full replacement value or the fair market value of the Aircraft. All policies of insurance shall provide for at least thirty (30) days’ prior written notice of cancellation to the Administrative Agent, and shall contain a breach of warranty endorsement in favor of the Administrative Agent. The Administrative Agent may obtain such insurance if the Obligors do not provide such insurance. The Obligors shall furnish to the Administrative Agent proof satisfactory to the Administrative Agent of compliance with the provisions of this Section 8. The Administrative Agent, and its assigns, are each hereby irrevocably appointed attorneys-in-fact for the Obligors coupled with an interest in the Collateral to endorse for any Obligor any checks, drafts or other instruments whatsoever payable to such Obligor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. The Obligors will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be with the Obligors.

Section 9. Each Obligor’s Possession. Until the existence of an Event of Default, the Obligors may have possession of the Collateral and use it in any lawful manner not inconsistent with this Agreement and the Loan Agreement. The Administrative Agent may examine and inspect the Collateral, wherever located, at all reasonable times, subject to the terms of the Loan Agreement. At its option, but without assuming any obligation to do so, the Administrative Agent may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and pay for insurance thereof, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees.

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Amounts paid by the Administrative Agent under the preceding sentence shall be added to the Secured Obligations, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in the Loan Agreement until paid in full. The Obligors shall at all times keep the Collateral and any proceeds therefrom separate and distinct from other property of the Obligors and shall keep accurate and complete records of the Collateral and any such proceeds.

Section 10. Default. During the existence of an Event of Default, the Administrative Agent may require the Obligors to assemble the Collateral and make it available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to both parties. The requirements of the Texas Uniform Commercial Code for reasonable notification to the Obligors of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made shall be met if such notice is mailed, postage prepaid, to each Obligor’s address, as shown herein, at least ten (10) days before the time of the sale or disposition. The proceeds of any such disposition shall be applied to pay the Secured Obligations in the manner contemplated by the Loan Agreement. The Obligors shall be jointly and severally liable for any deficiency after application of such proceeds, to the extent permitted by law. If after the default by any Obligor, the Collateral is returned to or recovered by the Administrative Agent, the Obligors agree the Administrative Agent may fly or otherwise move the Collateral for demonstration or other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral.

Section 11. Waiver of Default. No waiver by the Administrative Agent of any default or Event of Default shall be effective unless in writing, nor operate as a waiver of any other default or Event of Default or of the same default or Event of Default in the future.

Section 12. Restriction on Transfer or Liens. No Obligor will, without the prior written consent of the Administrative Agent, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or remove or attempt to remove the Collateral from the United States of America (except in the normal operation of each Obligor’s business or except as permitted under the Loan Agreement). Except as permitted under the Loan Agreement, the Obligors will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied.

Section 13. Taxes. The Obligors will promptly pay, when due, all taxes and assessments upon the Collateral or upon its use or operation.

Section 14. Change of Address. The Obligors represent that their chief executive office is at 2105 Citywest Blvd., Suite 500, Houston, Texas 77042-2838. The Obligors agree that the location of such chief executive office shall not be changed without ten (10) days’ prior written notice to the Administrative Agent.

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Section 15. Governing Law; Service of Process; Waiver of Jury Trial.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS, EXCEPT THE RULES GOVERNING CONFLICTS OF LAW.

(b) SUBMISSION TO JURISDICTION. EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS SITTING IN HARRIS COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN AGREEMENT OR ANY OTHER RELATED LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT, THE LOAN AGREEMENT OR IN ANY OTHER RELATED LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE LOAN AGREEMENT OR ANY OTHER RELATED LOAN DOCUMENT AGAINST ANY OBLIGOR OR ANY OTHER PERSON OR ENTITY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN AGREEMENT OR ANY OTHER RELATED LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES HEREIN. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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(e) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN AGREEMENT OR ANY OTHER RELATED LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN AGREEMENT AND THE OTHER RELATED LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 16. Attorneys’ Fees. In the event suit is brought by the Administrative Agent to interpret, construe or enforce any term or provision of this Agreement, to collect any money due thereunder, or to obtain any money damages or equitable relief for breach of the Agreement, the Administrative Agent shall be entitled, in addition to any other available remedy, for reimbursement of reasonable attorneys’ fees, court costs, costs of investigation and related expenses.

Section 17. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof.

Section 18. Binding Agreement. All obligations of each Obligor hereunder shall bind the heirs, legal representatives, successors and assigns of such Obligor. The liabilities of the Obligors hereunder shall be joint and several. All rights of the Administrative Agent and the Secured Parties hereunder shall inure to the benefit of their successor and assigns.

Section 19. Assignment. This Agreement shall be binding upon each Obligor, its successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent and the Secured Parties hereunder, to the benefit of the Administrative Agent and the Secured Parties and their respective successors and permitted assigns. The Administrative Agent and/or the Required Lenders may from time to time assign its rights and interests as “Collateral Agent” to a successor Administrative Agent, co-agent, sub-agent or attorney-in-fact appointed in accordance with the Loan Agreement, and such successor, if appointed in accordance with the Loan Agreement, shall be entitled to all of the rights and remedies of the Administrative Agent under this Agreement in relation thereto.

Section 20. No Fiduciary Relationship. The granting of any power of attorney in this Agreement shall not create any fiduciary obligations or relationship on the part of the Administrative Agent or any Lender for the benefit of any Obligor.

Section 21. Rights Cumulative. The rights, powers and remedies of Administrative Agent hereunder shall be in addition to all rights, powers and remedies given by statute, rule of law or any other Loan Document and are cumulative. The exercise of any one or more of the

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rights, powers and remedies provided herein shall not be construed as a waiver of any of the other rights, powers and remedies of Administrative Agent. Furthermore, regardless of whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, powers and remedies are asserted, Administrative Agent shall have the rights, powers and remedies of a secured party under the Uniform Commercial Code, as amended from time to time.

Section 22. Written Changes Only. No term or provision of this Agreement may be changed or waived orally, but only by an instrument in writing signed by the parties hereto.

Section 23. Notices. All notices and other communications hereunder shall be in writing and shall be mailed by first-class mail, postage prepaid, sent via recognized overnight courier service, or sent by telecopier, addressed if to the Administrative Agent, as the following addresses:

Wells Fargo Bank, National Association

2500 Citywest Blvd., Suite 1100

Houston, Texas 77042

Attention: John L. Kallina

Telephone: (713) 273-8513

Telecopier: (713) 273-8530

With a copy to:

Winstead PC

1100 JPMorgan Chase Tower

600 Travis Street

Houston, Texas 77002

Attention: Nelson R. Block

Telephone: (713) 650-2746

Telecopier: (713) 650-2400

or at such other address for such purpose as the Administrative Agent shall have furnished to Obligor in writing, or

if to Obligor, at the following address:

Omega Protein Corporation

2105 Citywest Blvd., Suite 500

Houston, Texas 77042-2838

Attention: Andrew Johannesen

Telephone: (713) 940-6113

Telecopier: (713) 940-6122

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With a copy to:

Porter & Hedges, LLP 1000

Main Street, Suite 3600

Houston, Texas 77001

Attention: William W. Wiggins, Jr.

Telephone: (713) 226-6627

Telecopier: (713) 226-6227

Section 24. Rights of Required Lenders. Pursuant to Section 9.03(b) of the Loan Agreement, all rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders.

Section 25. Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall constitute one instrument and each of which shall be considered an original for all purposes.

Section 26. Prior Agreement. This Agreement is a complete amendment and restatement of the Existing Security Agreement, and the Liens contained in the Existing Security Agreement are carried forward, renewed and extended to secure the obligations and indebtedness secured by the Existing Security Agreement. This Agreement and the security interest herein granted are in addition to, and not in substitution, novation or discharge of, any and all prior or contemporaneous security agreements and security interests in favor of Wells Fargo, the Administrative Agent or assigned to the Administrative Agent by others. All rights, powers and remedies of the Administrative Agent in all such security agreements are cumulative, but in the event of actual conflict in terms and conditions, the terms and conditions of the latest security agreement shall govern and control.

Section 27. Acceptance. This Agreement shall be deemed accepted by the Administrative Agent and the Lenders upon its delivery by the Obligors on the Closing Date.

Section 28. Entire Agreement. THIS AGREEMENT, THE LOAN AGREEMENT AND THE OTHER RELATED LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of page is blank. Signatures appear on following pages.]

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IN WITNESS WHEREOF, the Obligors have caused this Agreement to be executed by their respective officers as of the date set forth above.

OBLIGORS:
OMEGA PROTEIN CORPORATION
By:	/s/ Andrew Johannesen
	Andrew Johannesen Executive Vice President and Chief Financial Officer
OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President and Chief Financial Officer
PROTEIN FINANCE COMPANY
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
OMEGA SHIPYARD, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

Signature Page to Amended and Restated Aircraft Security Agreement

PROTEIN INDUSTRIES, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
CYVEX NUTRITION, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
INCON PROCESSING, L.L.C.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

Signature Page to Amended and Restated Aircraft Security Agreement

EX-10.11

Exhibit 10.11

SUPPLEMENT NO. 1 TO AMENDED AND RESTATED AIRCRAFT SECURITY

AGREEMENT

THIS SUPPLEMENT NO. 1 TO AMENDED AND RESTATED AIRCRAFT SECURITY AGREEMENT (this “Supplement”) dated March 21, 2012 is given by OMEGA PROTEIN CORPORATION, a Nevada corporation (the “Company”), OMEGA PROTEIN, INC., a Virginia corporation (“OPI” and, together with the Company, the “Borrowers” and each a “Borrower”), together with the other parties identified as “Obligors” on the signature page hereto and such other parties that may become Obligors under the Security Agreement (as defined below) after the date hereof (together with the Borrowers, individually an “Obligor”, and collectively the “Obligors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent (the “Administrative Agent”) for the Secured Parties (as defined below).

R E C I T A L S :

A. The Company or OPI are the sole legal and beneficial owner of the whole of each of the Airframes (as defined in the Security Agreement) described in that certain Aircraft Security Agreement dated October 21, 2009 by Borrowers, together with the other parties identified as “Obligors” on the signature pages thereto, in favor of Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), which was recorded by the Federal Aviation Administration Civil Aviation Registry (the “Registry”) on November 5, 2009 and assigned Conveyance No. CW001594, as assigned by that certain Assignment of Aircraft Security Agreement dated March 21, 2012 by Wells Fargo, as assignor in favor of the Administrative Agent, as assignee, which was filed with the FAA simultaneously herewith, and as amended and restated by that certain Amended and Restated Aircraft Security Agreement (the “Security Agreement”) dated as of the date hereof executed by Obligors in favor of the Administrative Agent, which was filed for recordation with the Registry simultaneously herewith, reference to which is hereby made for all purposes;

B. OPI is also the sole legal and beneficial owner of the whole of the following Airframe:

N-number	Mfg	Model	Serial Number
N20470	Cessna	172M	17261313

(an “Additional Airframe”); and

C. As more fully described in the Security Agreement, pursuant to the Loan Agreement (as defined in the Security Agreement), the Lenders (as defined in the Loan Agreement) have agreed to make loans, issue letters of credit and make other financial accommodations upon the terms and subject to the conditions set forth therein; and

D. Each Obligor, in order to secure the repayment of all amounts from time to time due under the Loan Agreement and the other Loan Documents and the performance and observance of and compliance with the covenants, terms and conditions contained in the Loan Agreement, this Supplement and the other Loan Documents, has duly authorized the execution and delivery of this Supplement.

NOW THEREFORE, THIS SUPPLEMENT WITNESSETH (with defined terms used herein and not otherwise defined having the respective meanings ascribed thereto in the Loan Agreement and the rules of interpretation set forth in Section 1.02 thereof applying hereto):

That in consideration of the premises and of the sums loaned and to be loaned as above recited and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and in order to secure the payment when due of all amounts owed by the Loan Parties under the Loan Agreement and the other Loan Documents in accordance with the terms thereof, and the payment of all other sums as may hereafter become secured by the Security Agreement, as supplemented hereby, in accordance with the terms thereof and hereof, and to secure the performance and observance by each Loan Party (as defined in the Loan Agreement) of, and the compliance by each Loan Party with, all of the covenants, terms and conditions contained in the Security Agreement, as supplemented hereby, and in the Loan Agreement and the other Loan Documents, OPI by these presents does hereby grant to the Administrative Agent, for the benefit of the Secured Parties, a continuing first priority security interest in and lien upon the Additional Airframe;

TO HAVE AND TO HOLD the same unto the Administrative Agent, its successors and assigns, forever, for the benefit of the Secured Parties, upon the terms herein set forth for the enforcement of the payment of amounts owed by the Loan Parties under the Loan Agreement and the other Loan Documents and to secure the performance and observance by each Loan Party of, and compliance by each Loan Party with, the covenants, terms and conditions in the Security Agreement, as supplemented hereby, and in the Loan Agreement and the other Loan Documents contained, such payment and performance obligations being described as the “Secured Obligations” in the Loan Agreement, subject to payment of the Secured Obligations as described in the Security Agreement.

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the property above described is to be held subject to the further covenants, conditions, provisions, terms and uses set forth in the Security Agreement, as supplemented hereby.

ARTICLE I

COVENANTS OF THE OBLIGORS

Each Obligor hereby covenants and agrees with the Administrative Agent as follows:

Section 1.01. Corporate Covenants. Each Obligor was duly organized and is now validly existing under the laws of the state of its organization; it is duly authorized to grant a security interest in the Additional Airframe; and all corporate and membership actions necessary and required by law for the execution and delivery of this Supplement have been duly and effectively taken.

Section 1.02. Obligors’ Warranty of Title. Except for the security interest granted under this Supplement, each Obligor warrants that OPI is the owner of the Additional Airframe free from any prior security interest, lien or encumbrance. Each Obligor will defend the Additional Airframe against all claims and demands of all Persons or entities claiming any interest therein.

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Section 1.03. Incorporation of Security Agreement. All of the covenants and agreements on the part of each Obligor which are set forth in, and all the rights, privileges, powers and immunities of the Administrative Agent which are provided for in the Security Agreement, are incorporated herein and shall apply to the Airframes subjected to the Lien of the Security Agreement by the Security Agreement or by this Supplement and otherwise, with the same force and effect as though set forth at length in this Supplement.

Section 1.04. Definition of “Airframe”. The term “Airframe” as used in the Security Agreement and this Supplement shall include the Additional Airframe.

Section 1.05. Supplement to Security Agreement. This Supplement is executed as and shall constitute an instrument supplemental to the Security Agreement, and shall be construed in connection with and as part of the Security Agreement.

Section 1.06. Ratification of Security Agreement. Except as modified and expressly amended by this Supplement and any other supplement, the Security Agreement is in all respects ratified and confirmed and all of the terms, provisions and conditions thereof shall be and remain in full forth and effect, and are hereby ratified and confirmed.

ARTICLE II

SUNDRY PROVISIONS

Section 2.01. Invalidity. If any one or more of the provisions of this Supplement should at any time for any reason be declared invalid, void or otherwise inoperative by a court of competent jurisdiction, such declaration or decision shall not affect the validity of any other provision or provisions of this Supplement or the validity of this Supplement as a whole.

Section 2.02. Preferred Status of Security Agreement. Notwithstanding anything contained herein to the contrary, nothing herein shall waive the preferred status of the Security Agreement as supplemented hereby under the provisions of any act in any other jurisdiction in which it is sought to be enforced and that, if any provision or portion of the Security Agreement as supplemented hereby shall be construed to waive its preferred status, then such provision or portion to such extent shall be void and of no effect.

Section 2.03. Choice of Law. This Supplement shall be governed by, and construed in accordance with, the laws of the State of Texas, except the rules governing conflicts of law.

[Signature pages follow.]

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IN WITNESS WHEREOF, the Obligors have executed this Supplement on the day and year first above written.

OBLIGORS:
OMEGA PROTEIN CORPORATION
By:	/s/ Andrew Johannesen
	Andrew Johannesen Executive Vice President and Chief Financial Officer
OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President and Chief Financial Officer
PROTEIN FINANCE COMPANY
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
OMEGA SHIPYARD, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

Signature Page to Supplement No. 1 to Amended and Restated Aircraft Security Agreement

PROTEIN INDUSTRIES, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
CYVEX NUTRITION, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President
INCON PROCESSING, L.L.C.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

Signature Page to Supplement No. 1 to Amended and Restated Aircraft Security Agreement

EX-10.12

Exhibit 10.12

Debtor: OMEGA PROTEIN, INC.

Taxpayer ID#: XX-XXX3060

Secured Party: WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT

Taxpayer ID#: XX-XXX7393

When recorded, return to:

Nelson R. Block

Winstead PC

1100 JPMorgan Chase Tower

600 Travis Street

Houston, Texas 77002

MODIFICATION TO MULTIPLE INDEBTEDNESS MORTGAGE, ASSIGNMENT

OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

BE IT KNOWN, that on date or dates set forth below, but effective as of March 21, 2012,

BEFORE the undersigned Notaries Public in and for the jurisdictions hereinafter set forth, and in the presence of the undersigned named competent witnesses, personally came and appeared:

OMEGA PROTEIN, INC., a Virginia corporation whose mailing address is located at 2105 CityWest Boulevard, Suite 500, Houston, Texas 77042, and whose last four numbers of its Tax Identification Number are 3060, hereinafter called the “Mortgagor,” appearing herein through its undersigned duly authorized representative, duly authorized pursuant to the unanimous resolutions adopted by its board of directors, a certified copy of which is attached hereto and made a part hereof, and

WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association whose mailing address is 2500 Citywest Blvd., #1100, Houston, Texas 77042, and whose last four numbers of its Tax Identification Number are 7393, appearing herein in its capacity as Administrative Agent for the Lenders from time to time party to the Amended and Restated Loan Agreement described herein, and being hereinafter referred to in such capacity as the “Administrative Agent,” appearing herein through its undersigned duly authorized representative,

who declared unto the undersigned Notary Public before whom each such party appeared that:

R E C I T A L S:

A. The Mortgagor and Omega Protein Corporation, a Nevada corporation (“OPC”, and together with Mortgagor, collectively, the “Borrowers”), the subsidiaries of OPC identified on the signature pages thereto, and Wells Fargo Bank, National Association, a national banking association, as Lender (“Wells Fargo”) entered into that certain Loan Agreement dated as of October 21, 2009 (as amended or modified from time to time, the “Existing Loan Agreement”)

whereby Wells Fargo agreed to make available to the Borrowers a revolving credit facility (which included a sub-facility for issuance of letters of credit) and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

B. In connection with the execution and delivery of the Existing Loan Agreement, the Mortgagor executed and delivered to Wells Fargo that certain Multiple Indebtedness Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as amended or supplemented from time to time in accordance with its terms, called the “Mortgage” dated as of October 21, 2009 in favor of Wells Fargo and recorded at MOB 1221, Folio 587 of the Mortgage Records of St. Mary Parish, Louisiana (the “Records”) to secure the indebtedness under the Existing Loan Agreement, which covers certain real property located in said parish as more particularly described in Exhibit “A” attached hereto and incorporated herein by reference; and

C. The Borrowers have requested, and Wells Fargo has agreed, that Wells Fargo assign the Existing Loan Agreement to Wells Fargo no longer individually, but in its capacity as Administrative Agent for itself and JPMorgan Chase Bank, N.A., and thereafter to amend and restate the Existing Loan Agreement with an Amended and Restated Loan Agreement to be executed as of the date hereof among the Borrowers, each subsidiary of OPC listed as a “Guarantor” on the signature pages thereto, Wells Fargo in its capacity as Administrative Agent for the Lenders (the “Lenders”) from time to time party thereto, and Wells Fargo (in an individual capacity) and JPMorgan Chase Bank, N.A. as the initial Lenders thereunder (the “Amended and Restated Loan Agreement”), pursuant to which the Lenders have agreed to make available to the Borrowers a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

D. Pursuant to that certain Master Assignment Agreement (the “Master Assignment”), dated as of the date hereof, Wells Fargo assigned the Existing Loan Agreement and the other Existing Loan Documents (as defined in the Master Assignment), to the Administrative Agent, and pursuant to that certain Notarial Act of Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Assignment”), dated as of the date hereof, and being recorded in the Records immediately prior to the recording of this instrument (hereinafter referred to as this “Modification”), Wells Fargo assigned the Mortgage to the Administrative Agent; and

E. The Borrowers have requested, and the Administrative Agent has agreed, to amend the Mortgage.

NOW, THEREFORE, for and in consideration of the matters set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Mortgagor and the Administrative Agent hereby agree as follows:

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1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Loan Agreement.

2. Amendment to Mortgage. From and after the effective date of this Modification, the Mortgage is amended, as follows:

(a) References to Loan Agreement. All references to the Loan Agreement in the Mortgage (including as amended hereby) shall mean the Amended and Restated Loan Agreement and all defined terms used in the Mortgage but not defined therein shall have the meanings provided in the Amended and Restated Loan Agreement.

(b) References to Note. All references to the Note in the Mortgage (including as amended hereby) shall mean the Notes (as defined in the Amended and Restated Loan Agreement).

(c) References to Lender. As applicable, all references to the Lender in the Mortgage, when such term refers to (i) the rights and remedies of a mortgagee under such a Mortgage, shall mean the Administrative Agent, for the benefit of the Secured Parties, (ii) the extension of a credit facility to Borrowers, shall mean the Lenders, and (iii) any representations, warranties, covenants and agreements of the Mortgagor in its favor, shall mean in favor of the Administrative Agent and the Secured Parties.

(d) References to Standby Letters of Credit. All references to the Standby Letters of Credit in the Mortgage (including as amended hereby) shall mean the Letters of Credit (as defined in the Amended and Restated Loan Agreement).

(e) Section 1.01. Section 1.01 of the Mortgage is hereby deleted in its entirety and the following is substituted in lieu thereof:

Section 1.01. Secured Obligations. This Mortgage secures all of the Secured Obligations, whether now existing or hereafter arising pursuant to the Loan Documents, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, including, without limitation, all liabilities arising under any Secured Hedge Agreements, all obligations under any Secured Cash Management Agreements, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing.

The Secured Obligations, if not sooner paid, shall be due and payable no later than the earliest to occur of (a) March 21, 2017, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to the Loan Agreement, or (c) the date of termination of the Revolving Credit Commitment by the Administrative Agent pursuant to the Loan Agreement. The Secured Obligations are, in part, a revolving line of credit facility and the unpaid balance may decrease from time to time.

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(f) Section 1.03. Section 1.03 of the Mortgage is hereby deleted in its entirety and the following is substituted in lieu thereof:

Section 1.03. Maximum Amount. This Mortgage has been granted by Mortgagor pursuant to Article 3298 of the Louisiana Civil Code for the purpose of securing the Secured Obligations that may now exist or that may arise in the future, with the preferences and priorities provided under applicable Louisiana law. However, nothing under this Mortgage shall be construed to limit the duration of this Mortgage or the purpose or purposes for which the Secured Obligations may be requested or extended. Secured Obligations which consist of Future Advances will automatically be secured by this Mortgage without the necessity that Mortgagor agree or consent to such a result at the time that such subsequent Secured Obligations are incurred, or that any note evidencing such subsequent Secured Obligations reference the fact that such note is secured by this Mortgage. Notwithstanding any provision of this Mortgage to the contrary, the maximum amount of the Secured Obligations secured by this Mortgage, as outstanding at any one or more times, and from time to time, shall be limited to [Seventy Million and 00/100 Dollars ($70,000,000.00)].

(g) Section 5.06. A new Section 5.06 is hereby inserted into the Mortgage to read as follows:

Section 5.06. Administrative Agent and Rights of Required Lenders. The Administrative Agent holds this Mortgage on behalf of and for the benefit of the Secured Parties. Subject to the terms of the Amended and Restated Loan Agreement, all rights and remedies of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders. The Administrative Agent and/or the Required Lenders may from time to time assign its rights and interests as “Collateral Agent” to a successor Administrative Agent, co-agent, sub-agent or attorney-in-fact appointed in accordance with the Amended and Restated Loan Agreement, and such successor, if appointed in accordance with the Amended and Restated Loan Agreement, shall be entitled to all of the rights and remedies of the Administrative Agent under this Mortgage in relation thereto.

3. Reaffirmation of Representations, Etc. The Mortgagor hereby reaffirms to the Administrative Agent and the Lenders each of the representations, warranties, covenants and agreements of the Mortgagor set forth in the Loan Documents (as defined in the Amended and Restated Loan Agreement).

4. Enforceable Obligations. The Mortgagor hereby ratifies, affirms, reaffirms, acknowledges, confirms and agrees that the Loan Documents represent valid and enforceable obligations of the Mortgagor, and the Mortgagor further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Notes, and the Mortgagor further acknowledges and represents that no event has occurred and to the Mortgagor’s knowledge no condition exists which would constitute a default under the Loan Documents or this Modification, either with or without notice or lapse of time, or both.

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5. No Release of Liens. This Modification in no way acts as a release or relinquishment of the liens, security interests and rights (the “Liens”) created or evidenced by any of the Loan Documents. The Liens are hereby ratified and confirmed by the Mortgagor in all respects and are extended to secure (i) the principal amount of the Notes, (ii) all interest, charges and other sums payable with respect thereto, and (iii) the performance of all other obligations under the Loan Documents.

6. Additional Modifications. Notwithstanding anything to the contrary contained herein or inferred hereby or in any other instrument executed by the Mortgagor or in any other action or conduct undertaken by the Mortgagor on or before the date hereof, the agreements, covenants and provisions contained herein shall constitute the only evidence of the Lenders’ consent to modify the terms and provisions of the Loan Documents in the manner set forth herein. No express or implied consent to any further modifications involving any of the matters set forth in this Modification or otherwise, shall be inferred or implied from the Administrative Agent’s execution of this Modification. Further, the Administrative Agent’s execution of this Modification shall not constitute a waiver (either express or implied) of the requirement that any further modifications of the Loan Documents shall require the express written approval of the Administrative Agent, no such approval (either express or implied) having been given as of the date hereof.

7. Miscellaneous.

(i) As modified hereby, the provisions of the Mortgage and the other Loan Documents shall continue in full force and effect, and the Mortgagor acknowledges and reaffirms its liability to the Administrative Agent and the Lenders thereunder. In the event of any inconsistency between this Modification and the terms of the Loan Documents, this Modification shall govern.

(ii) This Modification will not constitute a novation nor have the effect of discharging any liability or obligation evidenced by the Mortgage (including as amended hereby) or other Loan Documents.

(iii) The Mortgagor hereby agrees to pay all costs and expenses incurred by the Administrative Agent in connection with the execution and administration of this Modification and the modification, execution and administration of the Loan Documents including, but not limited to, all appraisal costs, title insurance costs, legal fees incurred by the Administrative Agent and filing fees.

(iv) Any default by the Mortgagor in the performance of its obligations herein contained shall constitute an Event of Default under the Amended and Restated Loan Agreement, subject to applicable notice, grace and cure provisions, and shall allow the Administrative Agent to exercise all of its remedies set forth in the Loan Documents.

(v) The Administrative Agent does not, by its execution of this Modification, waive any rights it may have against any person not a party to this Modification.

(vi) In case any of the provisions of this Modification shall for any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Modification shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

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(vii) This Modification shall be governed by and construed in accordance with the internal law of the state where the Premises (as defined in the Mortgage) are located.

(viii) This Modification shall be binding upon the Mortgagor and its successors, assigns and legal representatives and shall inure, together with the rights and remedies of the Administrative Agent and the Lenders, to the benefit of the Administrative Agent and the Lenders and their respective successors, permitted assigns and legal representatives.

(ix) Mortgagor hereby acknowledges and agrees that it has entered into this Modification of its own free will and accord and in accordance with its own judgment after advice of its own legal counsel, and states that it has not been induced to enter into this Modification by any statement, act or representation of any kind or character on the part of the parties hereto, except as expressly set forth in this Modification.

(x) This Modification may be executed in multiple counterparts, each of which shall constitute an original instrument, but all of which shall constitute one and the same agreement.

(xi) Except as modified herein, all other terms, conditions and provisions of the Loan Documents shall remain in full force and effect as of the date thereof and the Mortgagor acknowledges and reaffirms its liability to the Administrative Agent and the Secured Parties thereunder.

(xii) The Clerk of Court and Recorder of Mortgages for St. Mary Parish, Louisiana is hereby authorized and directed to make an marginal notation referencing this Modification in the margin of his or her records where the Mortgage and the Assignment are recorded.

8. NOTICE TO COMPLY WITH TEXAS LAW, TO THE EXTENT APPLICABLE.

FOR THE PURPOSE OF THIS NOTICE, THE TERM “WRITTEN AGREEMENT” SHALL INCLUDE THE DOCUMENT SET FORTH ABOVE, TOGETHER WITH EACH AND EVERY OTHER DOCUMENT RELATING TO AND/OR SECURING THE SAME LOAN TRANSACTION, REGARDLESS OF THE DATE OF EXECUTION.

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature pages follow.]

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STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

THUS DONE AND PASSED by Administrative Agent on the 21^st day of March, 2012 in the County of Harris, State of Texas, before me, Geri E. Landa, the undersigned Notary Public, duly commissioned and qualified in and for said County and State and in the presence of the undersigned competent witnesses, who have signed with the undersigned Administrative Agent.

WITNESSES:		ADMINISTRATIVE AGENT:
		WELLS FARGO BANK,
/s/ Love Cathy		NATIONAL ASSOCIATION,
Printed Name:	Cathy Love	as Administrative Agent.
/s/ Kathryn Oakes
Printed Name:	Kathryn Oakes	By:	/s/ Geri E. Landa
			Geri E. Landa, Senior Vice President
			/s/ Lisa Duffy
			Notary Public, State of Texas

Signature Page to Modification to Multiple Indebtedness Mortgage, Assignment of Leases

and Rents, Security Agreement and Fixture Filing – Louisiana

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

THUS DONE AND PASSED by the Mortgagor on the 21^st day of March, 2012 in the County of Harris, State of Texas, before me, Andrew Johannesen, the undersigned Notary Public, duly commissioned and qualified in and for said County and State and in the presence of the undersigned competent witnesses, who have signed with the undersigned Mortgagor.

WITNESSES: /s/ Cathy Love		MORTGAGOR: OMEGA PROTEIN, INC.
Printed Name:	Cathy Love	By:	/s/ Andrew Johannesen
/s/ Kathryn Oakes			Andrew Johannesen Vice President
Printed Name:	Kathryn Oakes
		/s/ Lisa Duffy
		Notary Public, State of Texas

Signature Page to Modification to Multiple Indebtedness Mortgage, Assignment of Leases

and Rents, Security Agreement and Fixture Filing – Louisiana

EX-10.13

Exhibit 10.13

Prepared by:

Wells Fargo Bank, National Association

2500 Citywest Blvd., Suite 1100

Houston, Texas 77042

Telephone: (713) 273-8513

When recorded, return to:

c/o Nelson R. Block

Winstead PC

1100 JPMorgan Chase Tower

600 Travis Street

Houston, Texas 77002

Telephone: (713) 650-2746

MODIFICATION TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

Indexing Instructions: NW ¹/4 of Sec 20-T7S-R5W – City of Moss Point, Jackson County, Mississippi.

THE STATE OF MISSISSIPPI	§
	§
COUNTY OF JACKSON	§

THIS MODIFICATION TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Modification”) is entered into this 21st day of March, 2012 by and between OMEGA PROTEIN, INC., a Virginia corporation (the “Grantor”) with an address of 2105 CityWest Boulevard, Suite 500, Houston, Texas 77042 and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Administrative Agent”) with an address of 2500 Citywest Blvd., #1100, Houston, Texas 77042.

R E C I T A L S:

A. The Grantor and Omega Protein Corporation, a Nevada corporation (“OPC”, and together with Grantor, collectively, the “Borrowers”), the subsidiaries of OPC identified on the signature pages thereto, and Wells Fargo Bank, National Association, a national banking association, as Lender (“Wells Fargo”) entered into that certain Loan Agreement dated as of October 21, 2009 (as amended or modified from time to time, the “Existing Loan Agreement”) whereby Wells Fargo agreed to make available to the Borrowers a revolving credit facility (which included a sub-facility for issuance of letters of credit) and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

B. In connection with the execution and delivery of the Existing Loan Agreement, the Grantor executed and delivered to Wells Fargo that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as amended or supplemented from time to time in accordance with its terms, called the “Deed of Trust”) dated as of October 21, 2009 in favor of Wells Fargo and recorded in Book 2857, Pages 8-65 of the Official Records of Jackson County, Mississippi (the “Records”) to secure the indebtedness under the Existing Loan Agreement, which covers certain real property located in said county as more particularly described in Exhibit “A” attached hereto and incorporated herein by reference; and

C. The Borrowers have requested, and Wells Fargo has agreed, that Wells Fargo assign the Existing Loan Agreement to Wells Fargo no longer individually, but in its capacity as Administrative Agent for itself and JPMorgan Chase Bank, N.A., and thereafter to amend and restate the Existing Loan Agreement with an Amended and Restated Loan Agreement to be executed as of the date hereof among the Borrowers, each subsidiary of OPC listed as a “Guarantor” on the signature pages thereto, Wells Fargo in its capacity as Administrative Agent for the Lenders (the “Lenders”) from time to time party thereto, and Wells Fargo (in an individual capacity) and JPMorgan Chase Bank, N.A. as the initial Lenders thereunder (the “Amended and Restated Loan Agreement”), pursuant to which the Lenders have agreed to make available to the Borrowers a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

D. Pursuant to that certain Master Assignment Agreement (the “Master Assignment”), dated as of the date hereof, Wells Fargo assigned the Existing Loan Agreement and the other Existing Loan Documents (as defined in the Master Assignment), to the Administrative Agent, and pursuant to that certain Assignment of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Assignment”), dated as of the date hereof, and being recorded in the Records immediately prior to the recording of this Modification, Wells Fargo assigned the Deed of Trust to the Administrative Agent; and

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E. The Borrowers have requested, and the Administrative Agent has agreed, to amend the Deed of Trust.

NOW, THEREFORE, for and in consideration of the matters set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Grantor and the Administrative Agent hereby agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Loan Agreement.

2. Amendment to Deed of Trust. From and after the effective date of this Modification, the Deed of Trust is amended, as follows:

(a) References to Loan Agreement. All references to the Loan Agreement in the Deed of Trust (including as amended hereby) shall mean the Amended and Restated Loan Agreement and all defined terms used in the Deed of Trust but not defined therein shall have the meanings provided in the Amended and Restated Loan Agreement.

(b) References to Note. All references to the Note in the Deed of Trust (including as amended hereby) shall mean the Notes (as defined in the Amended and Restated Loan Agreement).

(c) References to Lender. As applicable, all references to the Lender in the Deed of Trust, when such term refers to (i) the rights and remedies of a beneficiary under such a Deed of Trust, shall mean the Administrative Agent, for the benefit of the Secured Parties, (ii) the extension of a credit facility to Borrowers, shall mean the Lenders, and (iii) any representations, warranties, covenants and agreements of the Grantor in its favor, shall mean in favor of the Administrative Agent and the Secured Parties.

(d) References to Standby Letters of Credit. All references to the Standby Letters of Credit in the Deed of Trust (including as amended hereby) shall mean the Letters of Credit (as defined in the Amended and Restated Loan Agreement).

(e) Section 1.01. Section 1.01 of the Deed of Trust is hereby deleted in its entirety and the following is substituted in lieu thereof:

Section 1.01. Secured Obligations. This Deed of Trust secures all of the Secured Obligations, whether now existing or hereafter arising pursuant to the Loan Documents, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, including, without limitation, all liabilities arising under any Secured Hedge Agreements, all obligations under any Secured Cash Management Agreements, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing.

The Secured Obligations, if not sooner paid, shall be due and payable no later than the earliest to occur of (a) March 21, 2017, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to the Loan Agreement, or (c) the date of termination of the Revolving Credit Commitment by the Administrative Agent pursuant to the Loan Agreement. The Secured Obligations are, in part, a revolving line of credit facility and the unpaid balance may decrease from time to time.

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(f) Section 1.03. Section 1.03 of the Deed of Trust is hereby deleted in its entirety and the following is substituted in lieu thereof:

Section 1.03. Maximum Principal Indebtedness. At no time shall the principal amount of the obligations secured hereby or advanced, paid and readvanced at any time in the future under any contingency exceed $[70,000,000.00] for the various credit facilities, $[25,000,000.00] for the various interest rate, commodity, currency hedging and swap transactions, and $[7,500,000.00] for the various treasury and cash management services.

(g) Section 5.06. A new Section 5.06 is hereby inserted into the Deed of Trust to read as follows:

Section 5.06. Administrative Agent and Rights of Required Lenders. The Administrative Agent holds this Deed of Trust on behalf of and for the benefit of the Secured Parties. Subject to the terms of the Amended and Restated Loan Agreement, all rights and remedies of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders. The Administrative Agent and/or the Required Lenders may from time to time assign its rights and interests as “Collateral Agent” to a successor Administrative Agent, co-agent, sub-agent or attorney-in-fact appointed in accordance with the Amended and Restated Loan Agreement, and such successor, if appointed in accordance with the Amended and Restated Loan Agreement, shall be entitled to all of the rights and remedies of the Administrative Agent under this Deed of Trust in relation thereto.

3. Reaffirmation of Representations, Etc. The Grantor hereby reaffirms to the Administrative Agent and the Lenders each of the representations, warranties, covenants and agreements of the Grantor set forth in the Loan Documents (as defined in the Amended and Restated Loan Agreement).

4. Enforceable Obligations. The Grantor hereby ratifies, affirms, reaffirms, acknowledges, confirms and agrees that the Loan Documents represent valid and enforceable obligations of the Grantor, and the Grantor further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Notes, and the Grantor further acknowledges and represents that no event has occurred and to the Grantor’s knowledge no condition exists which would constitute a default under the Loan Documents or this Modification, either with or without notice or lapse of time, or both.

5. No Release of Liens. This Modification in no way acts as a release or relinquishment of the liens, security interests and rights (the “Liens”) created or evidenced by any of the Loan Documents. The Liens are hereby ratified and confirmed by the Grantor in all respects and are extended to secure (i) the principal amount of the Notes, (ii) all interest, charges and other sums payable with respect thereto, and (iii) the performance of all other obligations under the Loan Documents.

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6. Additional Modifications. Notwithstanding anything to the contrary contained herein or inferred hereby or in any other instrument executed by the Grantor or in any other action or conduct undertaken by the Grantor on or before the date hereof, the agreements, covenants and provisions contained herein shall constitute the only evidence of the Lenders’ consent to modify the terms and provisions of the Loan Documents in the manner set forth herein. No express or implied consent to any further modifications involving any of the matters set forth in this Modification or otherwise, shall be inferred or implied from the Administrative Agent’s execution of this Modification. Further, the Administrative Agent’s execution of this Modification shall not constitute a waiver (either express or implied) of the requirement that any further modifications of the Loan Documents shall require the express written approval of the Administrative Agent, no such approval (either express or implied) having been given as of the date hereof.

7. Miscellaneous.

(i) As modified hereby, the provisions of the Deed of Trust and the other Loan Documents shall continue in full force and effect, and the Grantor acknowledges and reaffirms its liability to the Administrative Agent and the Lenders thereunder. In the event of any inconsistency between this Modification and the terms of the Loan Documents, this Modification shall govern.

(ii) This Modification will not constitute a novation nor have the effect of discharging any liability or obligation evidenced by the Deed of Trust (including as amended hereby) or other Loan Documents.

(iii) The Grantor hereby agrees to pay all costs and expenses incurred by the Administrative Agent in connection with the execution and administration of this Modification and the modification, execution and administration of the Loan Documents including, but not limited to, all appraisal costs, title insurance costs, legal fees incurred by the Administrative Agent and filing fees.

(iv) Any default by the Grantor in the performance of its obligations herein contained shall constitute an Event of Default under the Amended and Restated Loan Agreement, subject to applicable notice, grace and cure provisions, and shall allow the Administrative Agent to exercise all of its remedies set forth in the Loan Documents.

(v) The Administrative Agent does not, by its execution of this Modification, waive any rights it may have against any person not a party to this Modification.

(vi) In case any of the provisions of this Modification shall for any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Modification shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(vii) This Modification shall be governed by and construed in accordance with the internal law of the state where the Premises (as defined in the Deed of Trust) are located.

(viii) This Modification shall be binding upon the Grantor and its successors, assigns and legal representatives and shall inure, together with the rights and remedies of the Administrative Agent and the Lenders, to the benefit of the Administrative Agent and the Lenders and their respective successors, permitted assigns and legal representatives.

5

(ix) Grantor hereby acknowledges and agrees that it has entered into this Modification of its own free will and accord and in accordance with its own judgment after advice of its own legal counsel, and states that it has not been induced to enter into this Modification by any statement, act or representation of any kind or character on the part of the parties hereto, except as expressly set forth in this Modification.

(x) This Modification may be executed in multiple counterparts, each of which shall constitute an original instrument, but all of which shall constitute one and the same agreement.

(xi) Except as modified herein, all other terms, conditions and provisions of the Loan Documents shall remain in full force and effect as of the date thereof and the Grantor acknowledges and reaffirms its liability to the Administrative Agent and the Secured Parties thereunder.

8. NOTICE TO COMPLY WITH TEXAS LAW, TO THE EXTENT APPLICABLE.

FOR THE PURPOSE OF THIS NOTICE, THE TERM “WRITTEN AGREEMENT” SHALL INCLUDE THE DOCUMENT SET FORTH ABOVE, TOGETHER WITH EACH AND EVERY OTHER DOCUMENT RELATING TO AND/OR SECURING THE SAME LOAN TRANSACTION, REGARDLESS OF THE DATE OF EXECUTION.

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature pages follow.]

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EXECUTED as of the day and year first above written.

ADMINISTRATIVE AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
By:	/s/ Geri E. Landa
	Geri E. Landa, Senior Vice President

ATTEST:
By:
Title:	Secretary
(Corporate Seal)

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

Personally appeared before me, the undersigned authority in and for the said county and state, on this 21^st day of March, 2012, within my jurisdiction, the within named Geri E. Landa, who acknowledged that she is Senior Vice President of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, and that for and on behalf of the said banking association, and as its act and deed he executed the above and foregoing instrument, after first having been authorized by said banking association to do so.

/s/ Lisa Duffy

Notary Public, State of Texas

Signature Page to Modification to Deed of Trust, Assignment of Leases and Rents,

Security Agreement and Fixture Filing –Mississippi

GRANTOR:
OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

ATTEST:
By:	/s/ John D. Held
Title:	Secretary
(Corporate Seal)

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

Personally appeared before me, the undersigned authority in and for the said county and state, on this 21^st day of March, 2012, within my jurisdiction, the within named Andrew Johannesen, who acknowledged that he is Vice President of OMEGA PROTEIN, INC., a Virginia corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been authorized by said corporation to do so.

/s/ Lisa Duffy

Notary Public, State of Texas

Signature Page to Modification to Deed of Trust, Assignment of Leases and Rents,

Security Agreement and Fixture Filing –Mississippi

EX-10.14

Exhibit 10.14

Document Cover Sheet

Title of Document:	Modification to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Date of Document:	March 21, 2012
Grantor:	Omega Protein, Inc., a Virginia corporation
Mailing Address:	2105 Citywest Blvd., Suite 500 Houston, Texas 77042-2838 Attn: Andrew Johannesen
Grantee:	Wells Fargo Bank, National Association, as Administrative Agent
Mailing Address:	2500 Citywest Blvd., Suite 1100
	Houston, Texas 77042 Attn: John L. Kallina
Trustee:	American Securities Company of Missouri, a Missouri corporation
Mailing Address:	420 Montgomery Street
	San Francisco, California 94104
Legal Description:	See Attached Exhibit “A”
Reference Book & Page: 10302009-0123

When recorded, return to:

Nelson R. Block

Winstead PC

1100 JPMorgan Chase Tower

600 Travis Street

Houston, Texas 77002

MODIFICATION TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

THE STATE OF MISSOURI	§
	§
CITY OF ST. LOUIS	§

THIS MODIFICATION TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Modification”) is entered into this 21st day of March, 2012 by and between OMEGA PROTEIN, INC., a Virginia corporation (the “Grantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Administrative Agent”).

R E C I T A L S:

A. The Grantor and Omega Protein Corporation, a Nevada corporation (“OPC”, and together with Grantor, collectively, the “Borrowers”), the subsidiaries of OPC identified on the signature pages thereto, and Wells Fargo Bank, National Association, a national banking association, as Lender (“Wells Fargo”) entered into that certain Loan Agreement dated as of October 21, 2009 (as amended or modified from time to time, the “Existing Loan Agreement”) whereby Wells Fargo agreed to make available to the Borrowers a revolving credit facility (which included a sub-facility for issuance of letters of credit) and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

B. In connection with the execution and delivery of the Existing Loan Agreement, the Grantor executed and delivered to Wells Fargo that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as amended or supplemented from time to time in accordance with its terms, called the Deed of Trust) dated as of October 21, 2009 in favor of Wells Fargo and recorded in Book 10302009, Page 0123 of the Official Records of the City of St. Louis, Missouri (the “Records”) to secure the indebtedness under the Existing Loan Agreement, which covers certain real property located in said city and county as more particularly described in Exhibit “A” attached hereto and incorporated herein by reference; and

C. The Borrowers have requested, and Wells Fargo has agreed, that Wells Fargo assign the Existing Loan Agreement to Wells Fargo no longer individually, but in its capacity as Administrative Agent for itself and JPMorgan Chase Bank, N.A., and thereafter to amend and restate the Existing Loan Agreement with an Amended and Restated Loan Agreement to be executed as of the date hereof among the Borrowers, each subsidiary of OPC listed as a

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“Guarantor” on the signature pages thereto, Wells Fargo in its capacity as Administrative Agent for the Lenders (the “Lenders”) from time to time party thereto, and Wells Fargo (in an individual capacity) and JPMorgan Chase Bank, N.A. as the initial Lenders thereunder (the “Amended and Restated Loan Agreement”), pursuant to which the Lenders have agreed to make available to the Borrowers a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

D. Pursuant to that certain Master Assignment Agreement (the “Master Assignment”), dated as of the date hereof, Wells Fargo assigned the Existing Loan Agreement and the other Existing Loan Documents (as defined in the Master Assignment), to the Administrative Agent, and pursuant to that certain Assignment of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Assignment”), dated as of the date hereof, and being recorded in the Records immediately prior to the recording of this Modification, Wells Fargo assigned the Deed of Trust to the Administrative Agent; and

E. The Borrowers have requested, and the Administrative Agent has agreed, to amend the Deed of Trust.

NOW, THEREFORE, for and in consideration of the matters set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Grantor and the Administrative Agent hereby agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Loan Agreement.

2. Amendment to Deed of Trust. From and after the effective date of this Modification, the Deed of Trust is amended, as follows:

(a) References to Loan Agreement. All references to the Loan Agreement in the Deed of Trust (including as amended hereby) shall mean the Amended and Restated Loan Agreement and all defined terms used in the Deed of Trust but not defined therein shall have the meanings provided in the Amended and Restated Loan Agreement.

(b) References to Note. All references to the Note in the Deed of Trust (including as amended hereby) shall mean the Notes (as defined in the Amended and Restated Loan Agreement).

(c) References to Lender. As applicable, all references to the Lender in the Deed of Trust, when such term refers to (i) the rights and remedies of a beneficiary under such a Deed of Trust, shall mean the Administrative Agent, for the benefit of the Secured Parties, (ii) the extension of a credit facility to Borrowers, shall mean the Lenders, and (iii) any representations, warranties, covenants and agreements of the Grantor in its favor, shall mean in favor of the Administrative Agent and the Secured Parties.

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(d) References to Standby Letters of Credit. All references to the Standby Letters of Credit in the Deed of Trust (including as amended hereby) shall mean the Letters of Credit (as defined in the Amended and Restated Loan Agreement).

(e) Section 1.01. Section 1.01 of the Deed of Trust is hereby deleted in its entirety and the following is substituted in lieu thereof:

Section 1.01. Secured Obligations. This Deed of Trust secures all of the Secured Obligations, whether now existing or hereafter arising pursuant to the Loan Documents, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, including, without limitation, all liabilities arising under any Secured Hedge Agreements, all obligations under any Secured Cash Management Agreements, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing.

The Secured Obligations, if not sooner paid, shall be due and payable no later than the earliest to occur of (a) March 21, 2017, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to the Loan Agreement, or (c) the date of termination of the Revolving Credit Commitment by the Administrative Agent pursuant to the Loan Agreement. The Secured Obligations are, in part, a revolving line of credit facility and the unpaid balance may decrease from time to time.

(f) Section 1.02. Section 1.02 of the Deed of Trust is hereby deleted in its entirety and the following is substituted in lieu thereof:

Section 1.02. Future Advances. Pursuant to the Loan Agreement and the other Loan Documents, the Lender may advance or loan additional sums (herein “Future Advances”) to the Borrowers. This Deed of Trust shall secure not only existing indebtedness, but also such Future Advances, with interest thereon as provided in the Loan Agreement, whether such advances are obligatory or to be made at the option of the Lender or otherwise, to the same extent as if such Future Advances were made on the date of execution of this Deed of Trust. The total amount of the indebtedness secured by this Deed of Trust shall not exceed a maximum amount equal to [$70,000,000.00] for the various credit facilities, [$25,000,000.00] for the various interest rate, commodity, currency hedging and swap transactions, and [$7,500,000.00] for the various treasury and cash management services. This Deed of Trust is governed by Section 443.055 of the Missouri Revised Statutes.

(g) Section 5.06. A new Section 5.06 is hereby inserted into the Deed of Trust to read as follows:

Section 5.06. Administrative Agent and Rights of Required Lenders. The Administrative Agent holds this Deed of Trust on behalf of and for the benefit of the Secured Parties. Subject to the terms of the Amended and Restated Loan Agreement, all rights and remedies of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders. The Administrative Agent and/or the Required Lenders may from time to time assign its rights and interests

4

as “Collateral Agent” to a successor Administrative Agent, co-agent, sub-agent or attorney-in-fact appointed in accordance with the Amended and Restated Loan Agreement, and such successor, if appointed in accordance with the Amended and Restated Loan Agreement, shall be entitled to all of the rights and remedies of the Administrative Agent under this Deed of Trust in relation thereto.

3. Reaffirmation of Representations, Etc. The Grantor hereby reaffirms to the Administrative Agent and the Lenders each of the representations, warranties, covenants and agreements of the Grantor set forth in the Loan Documents (as defined in the Amended and Restated Loan Agreement).

4. Enforceable Obligations. The Grantor hereby ratifies, affirms, reaffirms, acknowledges, confirms and agrees that the Loan Documents represent valid and enforceable obligations of the Grantor, and the Grantor further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Notes, and the Grantor further acknowledges and represents that no event has occurred and to the Grantor’s knowledge no condition exists which would constitute a default under the Loan Documents or this Modification, either with or without notice or lapse of time, or both.

5. No Release of Liens. This Modification in no way acts as a release or relinquishment of the liens, security interests and rights (the “Liens”) created or evidenced by any of the Loan Documents. The Liens are hereby ratified and confirmed by the Grantor in all respects and are extended to secure (i) the principal amount of the Notes, (ii) all interest, charges and other sums payable with respect thereto, and (iii) the performance of all other obligations under the Loan Documents.

6. Additional Modifications. Notwithstanding anything to the contrary contained herein or inferred hereby or in any other instrument executed by the Grantor or in any other action or conduct undertaken by the Grantor on or before the date hereof, the agreements, covenants and provisions contained herein shall constitute the only evidence of the Lenders’ consent to modify the terms and provisions of the Loan Documents in the manner set forth herein. No express or implied consent to any further modifications involving any of the matters set forth in this Modification or otherwise, shall be inferred or implied from the Administrative Agent’s execution of this Modification. Further, the Administrative Agent’s execution of this Modification shall not constitute a waiver (either express or implied) of the requirement that any further modifications of the Loan Documents shall require the express written approval of the Administrative Agent, no such approval (either express or implied) having been given as of the date hereof.

7. Miscellaneous.

(i) As modified hereby, the provisions of the Deed of Trust and the other Loan Documents shall continue in full force and effect, and the Grantor acknowledges and reaffirms its liability to the Administrative Agent and the Lenders thereunder. In the event of any inconsistency between this Modification and the terms of the Loan Documents, this Modification shall govern.

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(ii) This Modification will not constitute a novation nor have the effect of discharging any liability or obligation evidenced by the Deed of Trust (including as amended hereby) or other Loan Documents.

(iii) The Grantor hereby agrees to pay all costs and expenses incurred by the Administrative Agent in connection with the execution and administration of this Modification and the modification, execution and administration of the Loan Documents including, but not limited to, all appraisal costs, title insurance costs, legal fees incurred by the Administrative Agent and filing fees.

(iv) Any default by the Grantor in the performance of its obligations herein contained shall constitute an Event of Default under the Amended and Restated Loan Agreement, subject to applicable notice, grace and cure provisions, and shall allow the Administrative Agent to exercise all of its remedies set forth in the Loan Documents.

(v) The Administrative Agent does not, by its execution of this Modification, waive any rights it may have against any person not a party to this Modification.

(vi) In case any of the provisions of this Modification shall for any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Modification shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(vii) This Modification shall be governed by and construed in accordance with the internal law of the state where the Premises (as defined in the Deed of Trust) are located.

(viii) This Modification shall be binding upon the Grantor and its successors, assigns and legal representatives and shall inure, together with the rights and remedies of the Administrative Agent and the Lenders, to the benefit of the Administrative Agent and the Lenders and their respective successors, permitted assigns and legal representatives.

(ix) Grantor hereby acknowledges and agrees that it has entered into this Modification of its own free will and accord and in accordance with its own judgment after advice of its own legal counsel, and states that it has not been induced to enter into this Modification by any statement, act or representation of any kind or character on the part of the parties hereto, except as expressly set forth in this Modification.

(x) This Modification may be executed in multiple counterparts, each of which shall constitute an original instrument, but all of which shall constitute one and the same agreement.

(xi) Except as modified herein, all other terms, conditions and provisions of the Loan Documents shall remain in full force and effect as of the date thereof and the Grantor acknowledges and reaffirms its liability to the Administrative Agent and the Secured Parties thereunder.

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8. NOTICE TO COMPLY WITH TEXAS LAW, TO THE EXTENT APPLICABLE.

FOR THE PURPOSE OF THIS NOTICE, THE TERM “WRITTEN AGREEMENT” SHALL INCLUDE THE DOCUMENT SET FORTH ABOVE, TOGETHER WITH EACH AND EVERY OTHER DOCUMENT RELATING TO AND/OR SECURING THE SAME LOAN TRANSACTION, REGARDLESS OF THE DATE OF EXECUTION.

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature pages follow.]

7

EXECUTED as of the day and year first above written.

ADMINISTRATIVE AGENT:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
By:	/s/ Geri E. Landa
	Geri E. Landa, Senior Vice President

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

On this 21^st day of March, 2012 before me appeared Geri E. Landa, to me personally known, who, being by me duly sworn did say that she is the Senior Vice President of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, and that said instrument was signed on behalf of said banking association by authority of its officers, and said Geri E. Landa acknowledged said instrument to be the free act and deed of said banking association.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the day and year first above written.

/s/ Lisa Duffy

Notary Public, State of Texas

Signature Page to Modification to Deed of Trust, Assignment of Leases and Rents,

Security Agreement and Fixture Filing –Missouri

GRANTOR:
OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen
	Vice President

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

On this 21^st day of March, 2012 before me appeared Andrew Johannesen, to me personally known, who, being by me duly sworn did say that he is the Vice President of Omega Protein, Inc., a Virginia corporation, and that said instrument was signed on behalf of said corporation by authority of its board of directors, and said Andrew Johannesen acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the day and year first above written.

/s/ Lisa Duffy

Notary Public, State of Texas

Signature Page to Modification to Deed of Trust, Assignment of Leases and Rents,

Security Agreement and Fixture Filing –Missouri

EX-10.15

Exhibit 10.15

When recorded, return to:	Tax Parcel Nos. 45-A(1)-54,
Nelson R. Block	45-A(1)-65, 45-A(1)-52,
Winstead PC	45-A(1)-44, 45-A(1)-61,
1100 JPMorgan Chase Tower	45-A(1)-46, 45-A(1)-45
600 Travis Street
Houston, Texas 77002

This instrument was prepared outside the Commonwealth of Virginia.

Pursuant to Section 58.1-803(D) of the Code of Virginia (1950), as amended, this instrument is exempt from recordation tax on the grounds that its purpose and effect is to modify the terms of an existing debt with the same lender, which debt is secured by a deed of trust recorded in the Clerk’s Office of the Circuit Court of Northumberland County, Virginia, as Document No. 090003485 (the “Original Deed of Trust”), on which the tax imposed under Section 58.1-803(A) has been paid. The Grantor certifies that the amount of the debt secured by the Original Deed of Trust was $35,000,000 which is the same amount to be secured after the modification.

MODIFICATION TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

THIS MODIFICATION TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Modification”) is entered into this 21st day of March, 2012 by and among OMEGA PROTEIN, INC., a Virginia corporation (the “Grantor”); JENNY P. JONES, as sole acting trustee (the “Trustee”), to be indexed as grantee; and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Administrative Agent”), to be indexed as grantee.

R E C I T A L S:

A. The Grantor and Omega Protein Corporation, a Nevada corporation (“OPC”, and together with Grantor, collectively, the “Borrowers”), the subsidiaries of OPC identified on the signature pages thereto, and Wells Fargo Bank, National Association, a national banking association, as Lender (“Wells Fargo”) entered into that certain Loan Agreement dated as of October 21, 2009 (as amended or modified from time to time, the “Existing Loan Agreement”) whereby Wells Fargo agreed to make available to the Borrowers a revolving credit facility (which included a sub-facility for issuance of letters of credit) in the maximum principal amount of $35,000,000 and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

B. In connection with the execution and delivery of the Existing Loan Agreement, the Grantor executed and delivered that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as amended or supplemented from time to time in accordance with its terms, called the “Deed of Trust”) dated as of October 21, 2009 in favor of Richard Lowndes Burke and Jenny P. Jones, as trustees (either of whom may act) (the “Deed of

Trust Trustees”) for the benefit of Wells Fargo, and recorded as Instrument No. 090003485 in the Clerk’s Office of the Circuit Court of Northumberland County, Virginia (the “Clerk’s Office”) to secure the indebtedness under the Existing Loan Agreement, which covers certain real property located in said county as more particularly described in Exhibit “A” attached hereto and incorporated herein by reference; and

C. The Borrowers have requested, and Wells Fargo has agreed, that Wells Fargo assign the Existing Loan Agreement to Wells Fargo no longer individually, but in its capacity as Administrative Agent for itself and JPMorgan Chase Bank, N.A., and thereafter to amend and restate the Existing Loan Agreement with an Amended and Restated Loan Agreement to be executed as of the date hereof among the Borrowers, each subsidiary of OPC listed as a “Guarantor” on the signature pages thereto, Wells Fargo in its capacity as Administrative Agent for the Lenders (the “Lenders”) from time to time party thereto, and Wells Fargo (in an individual capacity) and JPMorgan Chase Bank, N.A. as the initial Lenders thereunder (as amended, restated or supplemented from time to time, the “Amended and Restated Loan Agreement”), pursuant to which the Lenders have agreed to make available to the Borrowers a revolving credit facility (which includes sub-facilities for issuance of letters of credit and swingline loans) in the maximum principal amount of $70,000,000 with an accordion feature that allows for the expansion of the facility upon satisfaction of prescribed conditions and to enter into various interest rate, commodity, currency hedging or swap transactions and provide certain treasury or cash management services; and

D. Pursuant to that certain Master Assignment Agreement (the “Master Assignment”), dated as of the date hereof, Wells Fargo assigned the Existing Loan Agreement and the other Existing Loan Documents (as defined in the Master Assignment), to the Administrative Agent, including the Deed of Trust as evidenced by that certain Certificate of Transfer (the “Assignment”), dated as of the date hereof, and being recorded in the Clerk’s Office immediately prior to the recording of this Modification; and

E. The Borrowers have requested, and the Administrative Agent has agreed, to amend the Deed of Trust to reflect the foregoing.

NOW, THEREFORE, for and in consideration of the matters set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Grantor and the Administrative Agent hereby agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Loan Agreement.

2. Amendment to Deed of Trust. From and after the effective date of this Modification, the Deed of Trust is amended, as follows:

(a) References to Loan Agreement. All references to the Loan Agreement in the Deed of Trust (including as amended hereby) shall mean the Amended and Restated Loan Agreement and all defined terms used in the Deed of Trust but not defined therein shall have the meanings provided in the Amended and Restated Loan Agreement.

2

(b) References to Note. All references to the Note in the Deed of Trust (including as amended hereby) shall mean the Notes (as defined in the Amended and Restated Loan Agreement).

(c) References to Lender. As applicable, all references to the Lender in the Deed of Trust, when such term refers to (i) the rights and remedies of a beneficiary under such a Deed of Trust, shall mean the Administrative Agent, for the benefit of the Secured Parties, (ii) the extension of a credit facility to Borrowers, shall mean the Lenders, and (iii) any representations, warranties, covenants and agreements of the Grantor in favor of Wells Fargo shall mean in favor of the Administrative Agent and the Secured Parties.

(d) References to Standby Letters of Credit. All references to the Standby Letters of Credit in the Deed of Trust (including as amended hereby) shall mean the Letters of Credit (as defined in the Amended and Restated Loan Agreement).

(e) Section 1.01. Section 1.01 of the Deed of Trust is hereby deleted in its entirety and the following is substituted in lieu thereof:

Section 1.01. Secured Obligations. This Deed of Trust secures all of the Secured Obligations, whether now existing or hereafter arising pursuant to the Loan Documents, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, including, without limitation, all liabilities arising under any Secured Hedge Agreements, all obligations under any Secured Cash Management Agreements, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing. Notwithstanding the foregoing or any other provision in the Amended and Restated Loan Agreement to the contrary, in no event shall the principal amount of the Secured Obligations secured by this Deed of Trust exceed $35,000,000.

The Secured Obligations, if not sooner paid, shall be due and payable no later than the earliest to occur of (a) March 21, 2017, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to the Loan Agreement, or (c) the date of termination of the Revolving Credit Commitment by the Administrative Agent pursuant to the Loan Agreement. The Secured Obligations are, in part, a revolving line of credit facility and the unpaid balance may decrease from time to time.

(f) Section 5.06. A new Section 5.06 is hereby inserted into the Deed of Trust to read as follows:

Section 5.06. Administrative Agent and Rights of Required Lenders. The Administrative Agent is the beneficiary of this Deed of Trust on behalf of and for the benefit of the Secured Parties. Subject to the terms of the Amended and Restated Loan Agreement, all rights and remedies of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders. The Administrative Agent and/or the Required Lenders may from time to time assign its rights and interests as “Collateral Agent” to a successor Administrative Agent, co-agent, sub-agent or attorney-in-fact appointed in accordance with the Amended and Restated Loan Agreement, and such successor, if appointed in accordance with the Amended and Restated Loan Agreement, shall be entitled to all of the rights and remedies of the Administrative Agent under this Deed of Trust in relation thereto.

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3. Reaffirmation of Representations, Etc. The Grantor hereby reaffirms to the Administrative Agent and the Lenders each of the representations, warranties, covenants and agreements of the Grantor set forth in the Loan Documents (as defined in the Amended and Restated Loan Agreement).

4. Enforceable Obligations. The Grantor hereby ratifies, affirms, reaffirms, acknowledges, confirms and agrees that the Loan Documents represent valid and enforceable obligations of the Grantor, and the Grantor further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Notes, and the Grantor further acknowledges and represents that no event has occurred and to the Grantor’s knowledge no condition exists which would constitute a default under the Loan Documents or this Modification, either with or without notice or lapse of time, or both.

5. No Release of Liens. This Modification in no way acts as a release or relinquishment of the liens, security interests and rights (the “Liens”) created or evidenced by any of the Loan Documents. The Liens are hereby ratified and confirmed by the Grantor in all respects and are extended to secure (i) the principal amount of the Notes, (ii) all interest, charges and other sums payable with respect thereto, and (iii) the performance of all other obligations under the Loan Documents. In confirmation of the foregoing, the Grantor hereby re-grants and re-conveys all of the right, title and interest of the Grantor in and to the Premises (as defined in the Deed of Trust), in trust, to the Deed of Trust Trustees to secure the Secured Obligations upon the terms and conditions of the Deed of Trust as amended hereby.

6. Additional Modifications. Notwithstanding anything to the contrary contained herein or inferred hereby or in any other instrument executed by the Grantor or in any other action or conduct undertaken by the Grantor on or before the date hereof, the agreements, covenants and provisions contained herein shall constitute the only evidence of the Lenders’ consent to modify the terms and provisions of the Loan Documents in the manner set forth herein. No express or implied consent to any further modifications involving any of the matters set forth in this Modification or otherwise, shall be inferred or implied from the Administrative Agent’s execution of this Modification. Further, the Administrative Agent’s execution of this Modification shall not constitute a waiver (either express or implied) of the requirement that any further modifications of the Loan Documents shall require the express written approval of the Administrative Agent, no such approval (either express or implied) having been given as of the date hereof.

7. Miscellaneous.

(i) As modified hereby, the provisions of the Deed of Trust and the other Loan Documents shall continue in full force and effect, and the Grantor acknowledges and reaffirms its liability to the Administrative Agent and the Lenders thereunder. In the event of any inconsistency between this Modification and the terms of the Loan Documents, this Modification shall govern.

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(ii) This Modification will not constitute a novation nor have the effect of discharging any liability or obligation evidenced by the Deed of Trust (including as amended hereby) or other Loan Documents.

(iii) The Grantor hereby agrees to pay all costs and expenses incurred by the Administrative Agent in connection with the execution and administration of this Modification and the modification, execution and administration of the Loan Documents including, but not limited to, all appraisal costs, title insurance costs, legal fees incurred by the Administrative Agent and filing fees.

(iv) Any default by the Grantor in the performance of its obligations herein contained shall constitute an Event of Default under the Amended and Restated Loan Agreement, subject to applicable notice, grace and cure provisions, and shall allow the Administrative Agent to exercise all of its remedies set forth in the Loan Documents.

(v) The Administrative Agent does not, by its execution of this Modification, waive any rights it may have against any person not a party to this Modification.

(vi) In case any of the provisions of this Modification shall for any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Modification shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(vii) This Modification shall be governed by and construed in accordance with the internal law of the state where the Premises (as defined in the Deed of Trust) are located.

(viii) This Modification shall be binding upon the Grantor and its successors, assigns and legal representatives and shall inure, together with the rights and remedies of the Administrative Agent and the Lenders, to the benefit of the Administrative Agent and the Lenders and their respective successors, permitted assigns and legal representatives.

(ix) Grantor hereby acknowledges and agrees that it has entered into this Modification of its own free will and accord and in accordance with its own judgment after advice of its own legal counsel, and states that it has not been induced to enter into this Modification by any statement, act or representation of any kind or character on the part of the parties hereto, except as expressly set forth in this Modification.

(x) This Modification may be executed in multiple counterparts, each of which shall constitute an original instrument, but all of which shall constitute one and the same agreement.

(xi) Except as modified herein, all other terms, conditions and provisions of the Loan Documents shall remain in full force and effect as of the date thereof and the Grantor acknowledges and reaffirms its liability to the Administrative Agent and the Secured Parties thereunder.

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8. NOTICE TO COMPLY WITH TEXAS LAW, TO THE EXTENT APPLICABLE.

FOR THE PURPOSE OF THIS NOTICE, THE TERM “WRITTEN AGREEMENT” SHALL INCLUDE THE DOCUMENT SET FORTH ABOVE, TOGETHER WITH EACH AND EVERY OTHER DOCUMENT RELATING TO AND/OR SECURING THE SAME LOAN TRANSACTION, REGARDLESS OF THE DATE OF EXECUTION.

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature pages follow.]

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EXECUTED as of the day and year first above written.

ADMINISTRATIVE AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
By:	/s/ Geri E. Landa
	Geri E. Landa, Senior Vice President

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

I, Lisa Duffy, a Notary Public of the aforesaid County and State, do hereby certify that Geri E. Landa, Senior Vice President of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, personally appeared before me this day and acknowledged the execution of the foregoing instrument.

Witness my hand and notarial seal this 21^st day of March, 2012.

/s/ Lisa Duffy

Notary Public, State of Texas

[Note to Preparer: If signed outside of Virginia, affix original stamp.]

Signature Page to Modification to Deed of Trust, Assignment of Leases and Rents,

Security Agreement and Fixture Filing –Virginia

GRANTOR:
OMEGA PROTEIN, INC.
By:	/s/ Andrew Johannesen
	Andrew Johannesen Vice President

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

I, Lisa Duffy, a Notary Public of the aforesaid County and State, do hereby certify that Andrew Johannesen, Vice President of Omega Protein, Inc., a Virginia corporation, personally appeared before me this day and acknowledged the execution of the foregoing instrument.

Witness my hand and notarial seal this 21^st day of March, 2012.

/s/ Lisa Duffy

Notary Public, State of Texas

[Note to Preparer: If signed outside of Virginia, affix original stamp.]

Signature Page to Modification to Deed of Trust, Assignment of Leases and Rents,

Security Agreement and Fixture Filing –Virginia

TRUSTEE:

/s/ Jenny P. Jones

Jenny P. Jones, as Sole Acting Trustee

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

I,                                                                      , a Notary Public of the aforesaid County and State, do hereby certify that Jenny P. Jones, as sole acting trustee, personally appeared before me this day and acknowledged the execution of the foregoing instrument.

Witness my hand and notarial seal this          day of March, 2012.

Notary Public, State of Texas

[Note to Preparer: If signed outside of Virginia, affix original stamp.]

Signature Page to Modification to Deed of Trust, Assignment of Leases and Rents,

Security Agreement and Fixture Filing –Virginia

EX-10.16

Exhibit 10.16

ALLONGE

FOR VALUE RECEIVED, that certain Revolving Note, dated as of October 21, 2009, by OMEGA PROTEIN CORPORATION, a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation (collectively, “Borrowers”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”) in the principal amount of $35,000,000.00 or aggregate unpaid principal amount of all advances made by the Wells Fargo to the Borrowers to which this Allonge is attached, is hereby endorsed as follows:

Pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT (“Agent”) on behalf of itself and the financial institutions (collectively, “Lenders”) from time to time party to that certain Amended and Restated Loan Agreement dated as of March 21, 2012, by and among Borrowers, each party listed as a “Guarantor” on the signature pages thereto, Agent and Lenders, WITHOUT RECOURSE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW, EQUITABLE OR OTHERWISE, and except as expressly provided in that certain Master Assignment Agreement dated as of March 21, 2012 between Wells Fargo and Agent, without representation or warranty.

Dated: March 21, 2012

WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:	/s/ John A. Kallina
	John A. Kallina
	Senior Vice President