FINANCING AGREEMENT Dated as of October 19, 2006 by and among OMEGA PROTEIN CORPORATION and EACH SUBSIDIARY OF OMEGA LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY THEREOF LISTED AS A GUARANTOR ON THE SIGNATURE PAGES...Financing Agreement • October 24th, 2006 • Omega Protein Corp • Fats & oils • New York
Financing Agreement, dated as of October 19, 2006, by and among Omega Protein Corporation, a Nevada corporation (“Omega”), each subsidiary of Omega listed as a “Borrower” on the signature pages hereto, if any (together with Omega, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of Omega listed as a “Guarantor” on the signature pages hereto, the financial institutions from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Ableco Finance LLC (“Ableco”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and Ableco, as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and, together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
SECURITY AGREEMENTSecurity Agreement • October 24th, 2006 • Omega Protein Corp • Fats & oils • New York
WHEREAS, Omega Protein Corporation, a Nevada corporation (“Omega”), each subsidiary of Omega listed as a “Borrower” on the signature pages to the Financing Agreement referred to below, if any (together with Omega, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of Omega listed as a “Guarantor” on the signature pages to the Financing Agreement referred to below (each a “Guarantor” and collectively, the “Guarantors” and together with the Borrowers, each a “Grantor” and collectively, the “Grantors”), the financial institutions from time to time party to the Financing Agreement referred to below (each a “Lender” and collectively, the “Lenders”), the Collateral Agent, and Ableco, as administrative agent for the Secured Parties party to the Financing Agreement referred to below (in such capacity, the “Administrative Agent” and, together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), are parties to a Financing Agreement, dated as of the date
October 18, 2006Stock Purchase Agreement • October 24th, 2006 • Omega Protein Corp • Fats & oils
PLEDGE AGREEMENTPledge Agreement • October 24th, 2006 • Omega Protein Corp • Fats & oils • New York
PLEDGE AND SECURITY AGREEMENT, dated as of October 19, 2006, made by each of the Pledgors referred to below, in favor of Ableco Finance LLC (“Ableco”), in its capacity as collateral agent for the Secured Parties (as defined in the Financing Agreement referred to below) party to the Financing Agreement referred to below (in such capacity, the “Collateral Agent”).
