REVOLVING CREDIT NOTERevolving Credit Note • March 22nd, 2012 • Omega Protein Corp • Fats & oils • Texas
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
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • March 22nd, 2012 • Omega Protein Corp • Fats & oils • Texas
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 o
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...Loan Agreement • March 22nd, 2012 • Omega Protein Corp • Fats & oils • Texas
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.
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • March 22nd, 2012 • Omega Protein Corp • Fats & oils • Texas
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.
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 22nd, 2012 • Omega Protein Corp • Fats & oils
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).
Prepared by: Wells Fargo Bank, National AssociationModification to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing • March 22nd, 2012 • Omega Protein Corp • Fats & oils
SWINGLINE NOTESwingline Note • March 22nd, 2012 • Omega Protein Corp • Fats & oils • Texas
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 pr
SUPPLEMENT NO. 1 TO AMENDED AND RESTATED AIRCRAFT SECURITY AGREEMENTAircraft Security Agreement • March 22nd, 2012 • Omega Protein Corp • Fats & oils • Texas
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).
ALLONGERevolving Note • March 22nd, 2012 • Omega Protein Corp • Fats & oils
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.
AMENDED AND RESTATED AIRCRAFT SECURITY AGREEMENTAircraft Security Agreement • March 22nd, 2012 • Omega Protein Corp • Fats & oils • Texas
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).
