September 29, 2008 Omega Protein Corporation

Exhibit 10.1

September 29, 2008

Omega Protein Corporation

0000 Xxxx Xxxx Xxxx.

Xxxx. 0, Xxxxx 000

Xxxxxxx, XX 00000

Attention: Xxxxxx X. Xxxxxxxx

Re: First Amendment to Credit Agreement dated as of March 26, 2007 (the “Credit Agreement”), 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”), the Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to the Credit Agreement described above, the defined terms of which are incorporated herein by reference.

The parties hereto agree that the phrase “for which the Company has delivered financial statements pursuant to Section 7.01(a) or (b)” appearing in the definitions of “Consolidated Fixed Charge Coverage Ratio” and “Consolidated Leverage Ratio” is hereby deleted in both definitions.

The parties hereto agree that Section 8.11(e) of the Credit Agreement is amended to read as follows:

(e) Consolidated Capital Expenditures. Permit Consolidated Capital Expenditures to exceed (i) for the fiscal year 2008, $21,000,000 and (ii) for any fiscal year thereafter, $15,000,000.

This letter agreement shall become effective upon the execution hereof by the Borrowers, the Guarantors, the Required Lenders and the Administrative Agent.

All references in the Credit Agreement and the other Loan Documents to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby.

Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect.

THIS 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.

This letter agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
BORROWERS:		OMEGA PROTEIN CORPORATION,
		a Nevada corporation
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President - Chief Financial Officer
		OMEGA PROTEIN, INC.,
		a Virginia corporation
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President - Chief Financial Officer
GUARANTORS:		PROTEIN FINANCE COMPANY,
		a Delaware corporation
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President - Chief Financial Officer
		OMEGA INTERNATIONAL MARKETING COMPANY,
		a Delaware corporation
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President - Chief Financial Officer
		OMEGA INTERNATIONAL DISTRIBUTION COMPANY,
		a Delaware corporation
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President - Chief Financial Officer
		OMEGA SHIPYARD, INC.,
		a Delaware corporation
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President - Chief Financial Officer
		PROTEIN INDUSTRIES, INC.,
		a Delaware corporation
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President - Chief Financial Officer

OMEGA PROTEIN CORPORATION

FIRST AMENDMENT

This letter agreement shall be governed by and construed in accordance with the laws of the State of Texas.

Sincerely,
BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Vice President

OMEGA PROTEIN CORPORATION

FIRST AMENDMENT

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

LENDERS:		BANK OF AMERICA, N.A.,
		as a Lender, L/C Issuer and Swing Line Lender
		By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Vice President
		REGIONS BANK,
		as a Lender
		By:
		Name:
		Title:
		COMPASS BANK,
		as a Lender
		By:
		Name:
		Title:
		FARM CREDIT BANK OF TEXAS,
		as a Lender
		By:
		Name:
		Title:

OMEGA PROTEIN CORPORATION

FIRST AMENDMENT

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

LENDERS:		BANK OF AMERICA, N.A.,
		as a Lender, L/C Issuer and Swing Line Lender
		By:
		Name:
		Title:
		REGIONS BANK,
		as a Lender
		By:		/s/ Xxxxx S Page
		Name:		Xxxxx S Page
		Title:		Senior Vice President
		COMPASS BANK,
		as a Lender
		By:
		Name:
		Title:
		FARM CREDIT BANK OF TEXAS,
		as a Lender
		By:
		Name:
		Title:

OMEGA PROTEIN CORPORATION

FIRST AMENDMENT

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

LENDERS:		BANK OF AMERICA, N.A.,
		as a Lender, L/C Issuer and Swing Line Lender
		By:
		Name:
		Title:
		REGIONS BANK,
		as a Lender
		By:
		Name:
		Title:
		COMPASS BANK,
		as a Lender
		By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Vice President
		FARM CREDIT BANK OF TEXAS,
		as a Lender
		By:
		Name:
		Title:

OMEGA PROTEIN CORPORATION

FIRST AMENDMENT

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

LENDERS:		BANK OF AMERICA, N.A.,
		as a Lender, L/C Issuer and Swing Line Lender
		By:
		Name:
		Title:
		REGIONS BANK,
		as a Lender
		By:
		Name:
		Title:
		COMPASS BANK,
		as a Lender
		By:
		Name:
		Title:
		FARM CREDIT BANK OF TEXAS,
		as a Lender
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President

OMEGA PROTEIN CORPORATION

FIRST AMENDMENT