GUARANTY AGREEMENTGuaranty Agreement • February 27th, 2013 • Omega Protein Corp • Fats & oils • Texas
THIS GUARANTY AGREEMENT dated as of February 27, 2013, (together with any amendments or supplements hereto, this “Guaranty Agreement”), by WISCONSIN SPECIALTY PROTEIN, LLC, a Wisconsin limited liability company (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 A below.
JOINDER AGREEMENT AND CONSENT AND WAIVERJoinder Agreement • February 27th, 2013 • Omega Protein Corp • Fats & oils • Texas
THIS JOINDER AGREEMENT AND CONSENT AND WAIVER (this “Agreement”), dated as of February 27, 2013, is by and among WISCONSIN SPECIALTY PROTEIN, LLC, a Wisconsin limited liability company (the “Subsidiary”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Administrative Agent”) and the Lenders currently party to that certain Amended and Restated Loan Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Loan Agreement”), dated as of March 21, 2012, by and among Omega Protein Corporation (the “Parent”) and Omega Protein, Inc., each as a Borrower, and collectively as Borrowers, Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and each Lender from time to time party thereto. All of the defined terms in the Loan Agreement are incorporated herein by reference.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN WISCONSIN SPECIALTY PROTEIN, LLC AND OMEGA PROTEIN CORPORATION DATED AS OF FEBRUARY 27, 2013Merger Agreement • February 27th, 2013 • Omega Protein Corp • Fats & oils • Wisconsin
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 27, 2013, by and between Wisconsin Specialty Protein, LLC, a Wisconsin limited liability company (the “Company”), and Omega Protein Corporation, a Nevada corporation (“Buyer”). Unless defined herein, capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 27th, 2013 • Omega Protein Corp • Fats & oils • Texas
THIS AMENDMENT TO AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Amendment”) is effective as of February 27, 2013, by and among OMEGA PROTEIN CORPORATION, a Nevada corporation (the “Parent”), and OMEGA PROTEIN, INC., a Virginia corporation (collectively with the Parent, the “Borrowers”), 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, in its capacity as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined below).
