SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • October 23rd, 2009 • Omega Protein Corp • Fats & oils
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of October 21, 2009 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”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”).
AIRCRAFT SECURITY AGREEMENTAircraft Security Agreement • October 23rd, 2009 • Omega Protein Corp • Fats & oils • Texas
THIS AIRCRAFT SECURITY AGREEMENT (this “Agreement”) is entered into as of October 21, 2009 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”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”).
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGDeed of Trust • October 23rd, 2009 • Omega Protein Corp • Fats & oils
THIS DEED OF TRUST COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES, IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING AND IS TO BE FILED IN THE REAL ESTATE RECORDS.
THIS IS A CREDIT LINE DEED OF TRUSTCredit Line Deed of Trust • October 23rd, 2009 • Omega Protein Corp • Fats & oils • Virginia
For purposes of Section 55-58.2 of the Code of Virginia (1950), as amended, the name of the note holder or holder of the obligations secured by this Credit Line Deed of Trust is Wells Fargo Bank, National Association, and its address to which communications may be mailed or delivered is Wells Fargo Bank, National Association, 2500 Citywest Blvd., Suite 1100, Houston, Texas 77042, Attn: John L. Kallina. The maximum aggregate amount of principal to be secured shall never exceed $35,000,000.00 for the various credit facilities.
GUARANTY AGREEMENTGuaranty Agreement • October 23rd, 2009 • Omega Protein Corp • Fats & oils • Texas
THIS GUARANTY AGREEMENT dated as of October 21, 2009, (together with any amendments or supplements hereto, this “Guaranty Agreement”), by PROTEIN FINANCE COMPANY, a Delaware corporation, OMEGA INTERNATIONAL MARKETING COMPANY, a Delaware corporation, OMEGA INTERNATIONAL DISTRIBUTION COMPANY, a Delaware corporation, OMEGA SHIPYARD, INC., a Delaware corporation, and PROTEIN INDUSTRIES, INC., a Delaware corporation (herein whether singular or plural referred to as “Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).
LOAN AGREEMENT by and among OMEGA PROTEIN CORPORATION and OMEGA PROTEIN, INC. as Borrowers and WELLS FARGO BANK, NATIONAL ASSOCIATION as Lender $35,000,000.00 Revolving Line of Credit dated as of October 21, 2009Loan Agreement • October 23rd, 2009 • Omega Protein Corp • Fats & oils • Texas
THIS LOAN AGREEMENT is made as of October 21, 2009 by and between OMEGA PROTEIN CORPORATION, a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation (each a “Borrower” and collectively, “Borrowers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).
October 21, 2009 Mr. Joseph E. KadiAmendment of Offer Letter • October 23rd, 2009 • Omega Protein Corp • Fats & oils
October 21, 2009 Mr. Mark GriffinAmendment of Offer Letter • October 23rd, 2009 • Omega Protein Corp • Fats & oils
REVOLVING NOTERevolving Note • October 23rd, 2009 • Omega Protein Corp • Fats & oils
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, Texas 77042 (collectively, “Borrowers”), jointly and severally promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), the principal sum of Thirty Five Million and No/100 Dollars ($35,000,000.00) or, if less, the Principal Debt (as defined in the Agreement referred to in Section 1 below), together with interest on the unpaid principal balance as set forth below. All sums hereunder are payable to Lender at its principal office in Houston, Harris County, Texas.
MULTIPLE INDEBTEDNESS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMultiple Indebtedness Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • October 23rd, 2009 • Omega Protein Corp • Fats & oils
BE IT KNOWN, that on this 21st day of October, 2009, effective as of October 21, 2009, before the undersigned Notary Public, duly commissioned and qualified in and for the State of Texas, and in the presence of the undersigned witnesses, personally appeared: OMEGA PROTEIN, INC., a Virginia corporation, whose federal tax identification number is XX-XXX3060 and whose address is 2105 Citywest Blvd., Suite 500, Houston, Texas 77042-2838, appearing herein through its duly authorized officer, acting herein by virtue of a certified resolution of its Board of Directors attached hereto (the “Mortgagor”);
