Deed of Trust, Assignment of Lease and Rents (Missouri)


 Exhibit 10.9 
 Document Cover Sheet 
  

			
	 Title of Document:
	  	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
		
	 Date of Document:
	  	October 21, 2009
		
	 Grantor:
	  	Omega Protein, Inc., a Virginia corporation
		
	 Mailing Address:
	  	2105 Citywest Blvd., Suite 500
		  	 Houston, Texas 77042-2838

		  	Attn: Robert W. Stockton
		
	 Grantee:
	  	Wells Fargo Bank, National Association
		
	 Mailing Address:
	  	2500 Citywest Blvd., Suite 1100
		  	Houston, Texas 77042
		  	Attn: John L. Kallina
		
	 Trustee:
	  	American Securities Company of Missouri, a Missouri corporation
		
	 Mailing Address:
	  	420 Montgomery Street
		  	San Francisco, California 94104
		
	 Legal Description:
	  	See Attached Exhibit A
		
	 Reference Book & Page: N/A
	  	

  






 When recorded, return to: 
 Nelson R. Block 
 Winstead PC 
 1100 JPMorgan Chase Tower 
 600 Travis Street 
 Houston, Texas 77002 
 DEED OF
TRUST, ASSIGNMENT OF LEASES AND RENTS, 
 SECURITY AGREEMENT AND FIXTURE FILING 
  

			
	 STATE OF MISSOURI
	  	§
		  	§
	 CITY OF ST. LOUIS
	  	§

 THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING SECURES ALL FUTURE ADVANCES, WHETHER CONTAINED HEREIN OR OTHERWISE, THAT MAY BE MADE BY LENDER, TO THE GRANTOR OR ANY OTHER LOAN PARTY OR ANY FUTURE OBLIGATIONS, WHETHER CONTAINED HEREIN OR OTHERWISE, OF GRANTOR OR ANY OTHER LOAN PARTY TO
LENDER UP TO A TOTAL AMOUNT OF $35,000,000.00 FOR THE VARIOUS CREDIT FACILITIES, $25,000,000.00 FOR THE VARIOUS INTEREST RATE, COMMODITY, CURRENCY HEDGING AND SWAP TRANSACTIONS, AND $7,500,000.00 FOR THE VARIOUS TREASURY AND CASH MANAGEMENT
SERVICES, PLUS INTEREST AT ANY TIME. THIS DEED OF TRUST SHALL BE GOVERNED BY THE PROVISIONS OF SECTION 443.055 OF THE REVISED STATUTES OF MISSOURI. 
 THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made and entered into as of October 21, 2009, by and among
OMEGA PROTEIN, INC., a Virginia corporation, whose address is 2105 Citywest Blvd., Suite 500, Houston, Texas 77042-2838 (the “Grantor”), in favor of AMERICAN SECURITIES COMPANY OF MISSOURI, a Missouri corporation,
whose address is 420 Montgomery Street, San Francisco, California 94104 (the “Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”) with an address of 2500 Citywest Blvd., Suite 1100,
Houston, Texas 77042, Attn: John L. Kallina, as beneficiary hereunder. 
 R E C I T A L S 
 WHEREAS, the Lender has agreed to make available to Omega Protein Corporation, a Nevada corporation and the Grantor
(collectively, the “Borrowers”), certain Loans, Standby Letters of Credit, Treasury Management Agreements, Swap Agreements, and other arrangements (the “Credit Facility”) pursuant to the terms of that certain Loan
Agreement of even date herewith by and among the Borrowers, certain guarantors party thereto from time to time (individually, a “Guarantor” and collectively, the “Guarantors”), and the Lender (as amended,







 
modified, supplemented, extended, renewed, restated or replaced from time to time, the “Loan Agreement”; all terms used but not otherwise defined herein shall have the meanings
provided in the Loan Agreement); and 
 WHEREAS, the Grantor is a Borrower under the Loan Agreement and, as
such, is required by the Loan Agreement to execute and deliver this Deed of Trust as security for the Secured Obligations (as defined herein), which the Grantor is willing to do in consideration of the agreement of the Lender to make the Credit
Facility available to the Borrowers pursuant to the terms of the Loan Agreement; 
 NOW, THEREFORE, in
consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor irrevocably grants, mortgages, warrants, bargains, sells, pledges, remises, aliens,
assigns, conveys, transfers and sets over to the Trustee, in trust, for the benefit of the Lender, WITH POWER OF SALE, and with all other statutory rights and covenants and subject to the further terms of this Deed of Trust, all of the
Grantor’s right, title and interest in and to the following: 
 (a) All that tract or parcel of land and
other real property interests in the City of St. Louis, Missouri more particularly described in Exhibit A attached hereto and made a part hereof, together with all of the Grantor’s right, title and interest in, to and under all
rights of way, easements, privileges and appurtenances relating or appertaining to such real estate and all water and water rights, sewer and sewer rights, ditches and ditch rights, minerals, oil and gas rights, royalties, lease or leasehold
interests owned by the Grantor, now or hereafter used in connection with or appurtenant to or related to such real estate, and all interests of the Grantor now owned or hereafter acquired in and to streets, roads, alleys and public places, now or
hereafter used in connection with such real estate, and all existing or future licenses, contracts, permits and agreements required or used in connection with the ownership, operation or maintenance of such real estate, and any and all insurance
proceeds, and any and all awards, including interest, previously or hereafter made to the Grantor for taking by eminent domain or in lieu thereof (collectively, the “Land”); and 
 (b) All buildings and improvements of every kind and description now or hereafter erected or placed on the Land (the
“Improvements”) and all materials intended for construction, reconstruction, alteration and repair of such Improvements now or hereafter erected thereon, all of which materials shall be deemed to be included within the Premises (as
hereinafter defined) immediately upon the delivery thereof to the Land, and all fixtures and articles of personal property now or hereafter owned by the Grantor and attached to or contained in and used in connection with the Land and Improvements
including, but not limited to, all furniture, furnishings, apparatus, machinery, equipment, motors, elevators, kitchen, medical, dental or rehabilitation fixtures, cleaning apparatus, beds, linens, televisions, telephones, cash registers, computers,
lamps, glassware, restaurant and kitchen equipment, and medical, dental, therapeutic, paramedical, or rehabilitation equipment, supplies, fittings, radiators, ranges, refrigerators, awnings, shades, screens, blinds, carpeting, office equipment and
other furnishings and all plumbing, heating, lighting, cooking, laundry, ventilating, refrigerating, incinerating, air conditioning and sprinkler equipment and fixtures and appurtenances thereto and all renewals or replacements thereof or articles
in substitution thereof, whether or not the same are or shall be attached to the Land and Improvements in any manner (the “Tangible Personalty”) and all

  

 2 







 
proceeds of the Tangible Personalty (hereinafter, the Land, the Improvements, the Tangible Personalty and the other property and interests in property described above may be collectively referred
to as the “Premises”); 
 TO HAVE AND HOLD the same, together with all privileges,
hereditaments, easements and appurtenances thereunto belonging, to the Trustee, for the benefit of the Lender, as security for the Secured Obligations. 
 As additional security for the Secured Obligations, the Grantor hereby transfers and assigns to the Lender and grants to the Lender a security interest under the Uniform Commercial Code (as defined
herein) in all right, title and interest of the Grantor in and to all of the following: 
 (1) All security
deposits, rents, issues, profits and revenues, including, without limitation, rights to payment earned under leases for any portion of the Improvements on the Premises from time to time accruing (the “Rents and Profits”) and all
existing and future leases, subleases, licenses and other agreements for the use and occupancy of all or part of the Premises, together with all guarantees of the lessees’ obligations thereunder (collectively, the “Leases”),
whether oral or written, for a definite term or month-to-month. This assignment shall extend to and cover any and all extensions and renewals and future Leases and to any and all present and future rights against guarantor(s) of any such obligations
and to any and all Rents and Profits collected under the Leases or derived from the Premises. In pursuance of this assignment, and not in lieu hereof, the Grantor shall, upon request from the Lender, execute and deliver to the Lender separate
specific assignments of rents and leases covering some or all of the Leases, the terms of such assignments being incorporated herein by reference. This assignment is absolute and effective immediately and without possession; however, the Grantor
shall have a revocable license to receive, collect and enjoy the Rents and Profits accruing from the Premises until an Event of Default exists. During the existence of any Event of Default, the license shall be revoked automatically, without need of
notice, possession, foreclosure or any other act or procedure, and all Rents and Profits assigned hereby shall thereafter be payable to the Lender. PROVIDED ALWAYS, however, that if Borrowers, Guarantors or Grantor shall completely, fully and
finally pay, perform, discharge and satisfy each and all of the Secured Obligations, then this assignment and the estates and interests hereby granted and created shall terminate. 
 (2) All insurance policies and proceeds thereof, condemnation awards, any and all leases of personal property (including
equipment leases), rental agreements, sales contracts, management contracts, franchise agreements, construction contracts, architects’ contracts, technical services agreements and other contracts, licenses and permits now or hereafter affecting
the Premises, all accounts with respect to the Premises (including rights to payment for goods sold or leased or to be sold or leased or for services rendered or to be rendered), escrows, documents, instruments, chattel paper, claims, deposits and
general intangibles, as the foregoing terms are defined in the Uniform Commercial Code in effect in the State in which the Premises is located, as amended from time to time (the “Uniform Commercial Code”), and all franchises, trade
names, trademarks, symbols, service marks, books, records, plans, specifications, designs, drawings, permits, licenses, contract rights (including, without limitation, any contract with any architect or engineer or with any other provider of goods
or services for or in connection with any construction, repair or other work upon the Premises, and any contract for management or

  

 3 







 
any other provision of service in connection with the Premises), approvals, actions, refunds of real estate taxes and assessments and any other governmental impositions related to the Premises,
approvals, actions and causes of action that now or hereafter relate to, are derived from or are used in connection with the Premises, or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities
thereon (all of the foregoing being the “Intangible Personalty”) or any part thereof, and the Grantor agrees to execute and deliver to the Lender such additional instruments, in form and substance reasonably satisfactory to the
Lender, as may hereafter be reasonably requested by the Lender to evidence and confirm said assignment; provided, however, that acceptance of any such assignment shall not be construed as a consent by the Lender to any lease, rental agreement,
management contract, franchise agreement, construction contract, technical services agreement or other contract, license or permit, or to impose upon the Lender any obligation with respect thereto. 
 (3) All proceeds, products, offspring, rents and profits from any of the foregoing, including, without limitation, those
from sale, exchange, transfer, collection, loss, damage, disposition, substitution or replacement of any of the foregoing. 
 All the Tangible Personalty that comprises a part of the Premises shall, as far as permitted by law, be deemed to be “fixtures” affixed to the aforesaid Land and conveyed therewith. As to the
balance of the Tangible Personalty and the Intangible Personalty, this Deed of Trust shall be considered to be a security agreement that creates a security interest in such items for the benefit of the Lender. In that regard, the Grantor grants to
the Lender all of the rights and remedies of a secured party under the Uniform Commercial Code and grants to the Lender a security interest in all of the Tangible Personalty and Intangible Personalty. 
 The Grantor, and by acceptance hereof the Trustee and the Lender, covenant, represent and agree as follows: 
 ARTICLE I 
 SECURED OBLIGATIONS 
 Section 1.01. Secured Obligations. This Deed of Trust secures
all of the following, whether now or existing or hereafter incurred (the “Secured Obligations”): all of the Obligations, now existing or hereafter arising pursuant to the Loan Documents, owing from any Loan Party to any Lender or
the Lender, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, including, without limitation, all liabilities arising under Swap Agreements between any Loan Party and any Lender
or Affiliate of a Lender, all obligations under any Treasury Management Agreement between any Loan Party and any Lender or Affiliate of a Lender and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing.

 The Secured Obligations, if not sooner paid, shall be due and payable no later than October 21, 2012.
The Secured Obligations are, in part, a revolving line of credit facility and the unpaid balance may decrease or increase from time to time. 
  

 4 







 Section 1.02. Future Advances. Pursuant to the Loan Agreement
and the other Loan Documents, the Lender may advance or loan additional sums (herein “Future Advances”) to the Borrowers. This Deed of Trust shall secure not only existing indebtedness, but also such Future Advances, with interest
thereon as provided in the Loan Agreement, whether such advances are obligatory or to be made at the option of the Lender or otherwise, to the same extent as if such Future Advances were made on the date of execution of this Deed of Trust. The total
amount of the indebtedness secured by this Deed of Trust shall not exceed a maximum amount equal to $35,000,000.00 for the various credit facilities, $25,000,000.00 for the various interest rate, commodity, currency hedging and swap transactions,
and $7,500,000.00 for the various treasury and cash management services. This Deed of Trust is governed by Section 443.055 of the Missouri Revised Statutes. 
 ARTICLE II 
 GRANTOR’S COVENANTS, REPRESENTATIONS AND AGREEMENTS 

 Section 2.01. Title to Premises. The Grantor represents and warrants to the Lender that
(i) it is the fee simple owner of that tract or parcel of land and other real property interests more particularly described in Exhibit A attached hereto and is the owner of the balance of the Premises and has the right to convey
the same, (ii) that as of the date hereof title to the Premises is free and clear of all encumbrances except for the matters set forth in Exhibit B attached hereto and made a part hereof and such other matters as are expressly
permitted by the Loan Agreement (collectively, the “Permitted Encumbrances”). The Grantor shall warrant and defend the title to the Premises except for the Permitted Encumbrances against the claims of all Persons. 
 Section 2.02. Taxes and Other Charges. The Grantor will pay all taxes, general and special assessments,
insurance premiums, permit fees, inspection fees, license fees, water and sewer charges, franchise fees and equipment rents and any other charges or fees against it or the Premises (and the Grantor, upon request by the Lender, will submit to the
Lender receipts evidencing said payments) in accordance with the Loan Agreement. 
 Section 2.03.
Reimbursement. The Grantor agrees that if it shall fail to pay on or before the date that the same become delinquent any tax, assessment or charge levied or assessed against the Premises (except to the extent Grantor is contesting such tax,
assessment or levy in accordance with Section 5.03 of the Loan Agreement) or any utility charge, whether public or private, or any insurance premium, or if it shall fail to procure the insurance coverage and the delivery of the insurance
certificates required hereunder, or if it shall fail to pay any other charge or fee described herein, then the Lender, at its option, may pay or procure the same and will give the Grantor prompt notice of any such expenditures. The Grantor will
reimburse the Lender upon demand for any sums of money paid by the Lender pursuant to this Section 2.03, together with interest on each such payment at the applicable default rate of interest set forth in the Loan Agreement, and all such
sums and interest thereon shall be secured hereby. 
 Section 2.04. Additional Documents. The Grantor agrees to
execute and deliver to the Lender, concurrently with the execution of this Deed of Trust and upon the request of the Lender from time to time hereafter, all financing statements and other documents reasonably required to perfect and maintain the
security interest created hereby. The Grantor hereby irrevocably makes,

  

 5 







 
constitutes and appoints the Lender as the true and lawful attorney of the Grantor to sign the name of the Grantor on any financing statement, continuation of financing statement or similar
document required to perfect or continue such security interests. 
 Section 2.05. Sale or
Encumbrance. Except as permitted by the Loan Agreement, the Grantor will not sell, encumber or otherwise dispose of any of the Tangible Personalty except to incorporate such into the Improvements or replace such with goods of quality and value
at least equal to that replaced. In the event the Grantor sells or otherwise disposes of any of the Tangible Personalty in contravention of the foregoing sentence, the Lender’s security interest in the proceeds of the Tangible Personalty shall
continue pursuant to this Deed of Trust. 
 Section 2.06. Fees and Expenses. The Grantor will
promptly pay upon demand any and all reasonable costs and expenses of the Lender, (a) as required under the Loan Agreement and (b) as necessary to protect the Premises, the Rents and Profits or the Intangible Personalty or to exercise any
rights or remedies under this Deed of Trust or with respect to the Premises, Rents and Profits or the Intangible Personalty. All of the foregoing costs and expenses shall be Secured Obligations. 
 Section 2.07. Maintenance of Premises. The Grantor will abstain from and will not permit the commission of waste
in or about the Premises and will maintain, or cause to be maintained (subject to reconstruction periods after the occurrence of an act of God), the Premises in good condition and repair for its intended purposes, reasonable wear and tear excepted.

 Section 2.08. Insurance. The Grantor shall maintain insurance for the Premises as set forth in
Section 5.04 of the Loan Agreement. In addition to the requirements set forth in Section 5.04 of the Loan Agreement, if any part of the Improvements is located in an area having “special flood hazards” as defined in
the Federal Flood Disaster Protection Act of 1973, a flood insurance policy as may be required by law naming the Lender as mortgagee must be submitted to the Lender. The policy must be in such amount, covering such risks and liabilities and with
such deductibles or self-insurance retentions as are in accordance with normal industry practice. 
 The
following notice is given pursuant to Section 427.120 of the Missouri Revised Statutes; nothing contained in such notice shall be deemed to limit or modify the terms of the Loan Documents: 
 UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT
YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE
COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF
THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND 

  

 6 







 
ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY
BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN. 
 Section 2.09. Eminent Domain. The Grantor assigns to the Lender any proceeds or awards that become due by reason of any condemnation or other taking for public use of the
whole or any part of the Premises or any rights appurtenant thereto to which the Grantor is entitled; provided, that in the absence of an Event of Default, proceeds received in respect of a taking shall be paid or applied in accordance with
the terms of the Loan Agreement. The Grantor agrees to execute such further assignments and agreements as may be reasonably required by the Lender to assure the effectiveness of this Section 2.09. In the event any Governmental Authority
shall require or commence any proceedings for the demolition of any buildings or structures comprising a part of the Premises, or shall commence any proceedings to condemn or otherwise take pursuant to the power of eminent domain a material portion
of the Premises, the Grantor shall promptly notify the Lender of such requirement or commencement of proceedings (for demolition, condemnation or other taking). 
 Section 2.10. Releases and Waivers. The Grantor agrees that no release by the Lender of any portion of the Premises, the Rents and Profits or the Intangible Personalty,
no subordination of any Lien, no forbearance on the part of the Lender to collect on the Secured Obligations, or any part thereof, no waiver of any right granted or remedy available to the Lender and no action taken or not taken by the Lender shall
in any way have the effect of releasing the Grantor from full responsibility to the Lender for the complete discharge of each and every of the Grantor’s obligations hereunder, except to the extent of such release or waiver. 
 Section 2.11. Licenses. All material certifications, permits, licenses and approvals, including, without
limitation, certificates of completion and occupancy, licenses, permits required for the legal use, occupancy and operation of the Premises have been obtained and are in full force and effect. The Premises is free of material damage and is in good
repair, and to Grantor’s knowledge there is no proceeding pending for the total or partial condemnation of, or affecting, the Premises. 
 Section 2.12. Assignment of Leases and Grantor Collection of Rents and Profits. 
 (a) The Grantor hereby authorizes and directs any lessees or tenants of the Premises that, upon written notice from the Lender, all Rents and Profits and all payments required under the Leases, or in any
way respecting same, shall be made directly to the Lender as they become due. The Grantor hereby relieves said lessees and tenants from any liability to the Grantor by reason of said payments being made to the Lender. Nevertheless, until the Lender
notifies in writing said lessees and tenants to make such payments to the Lender, the Grantor shall be entitled to collect all such Rents and Profits and/or payments. The Lender is hereby authorized to give such notification during the existence of
any Event of Default. 
  

 7 







 (b) Any and all Rents and Profits collected by the Lender shall be applied
in the manner set forth in the Loan Agreement. Receipt by the Lender of such Rents and Profits shall not constitute a waiver of any right that the Lender may enjoy under this Deed of Trust, the Loan Agreement or under the laws of the State in which
the Premises is located, nor shall the receipt and application thereof cure any default hereunder nor affect any foreclosure proceeding or any sale authorized by this Deed of Trust, the Loan Agreement and the laws of the State in which the Premises
is located. 
 (c) The Lender does not consent to, does not assume and shall not be liable for any obligation of
the lessor under any of the Leases and all such obligations shall continue to rest upon the Grantor as though this assignment had not been made. The Lender shall not be liable for the failure or inability to collect any Rents and Profits.

 Section 2.13. Security Agreement. 
 (a) Insofar as the fixtures and articles of personal property either referred to or described in this Deed of Trust are in
any way connected with the use and enjoyment of the Premises, this Deed of Trust is hereby made and declared to be a security agreement, encumbering each and every item of personal property included herein, in compliance with the provisions of the
Uniform Commercial Code as enacted in the state where the Premises is located. A financing statement or statements reflecting the grant of security interest by this Deed of Trust and affecting all of said personal property may be filed by the Lender
without, to the extent permitted by applicable law, Grantor’s signature thereon. The mention in any such financing statement(s) of the rights in and to (i) the proceeds of any fire or hazard insurance policy or (ii) any award in
eminent domain proceedings for a taking or for loss of value or (iii) the Grantor’s interest as lessor in any present or future lease or rights to income growing out of the use or occupancy of the Premises shall never be construed as in
any manner altering any of the rights of the Grantor or the Lender as determined by the Loan Agreement or this instrument or impugning the priority of the Lender’s Lien granted hereby or by any other recorded document, but such mention in such
financing statement(s) is declared to be for the protection of the Lender in the event any court shall at any time hold with respect to the foregoing (i) or (ii) or (iii), that for the priority of the Lender’s security interest to be
effective against a particular class of persons, notice of such security interest must be filed in the Uniform Commercial Code records; provided, that if there is a conflict between the terms of this paragraph and the terms of the Security
Agreement, the Security Agreement shall govern. The remedies for any violation of the covenants, terms and condition of the security agreement herein contained shall be (A) as prescribed herein or in the Security Agreement or the other Loan
Documents or (B) as prescribed by general law or by the specific statutory consequences now or hereafter enacted and specified in said Uniform Commercial Code, at the Lender’s sole election. 
 (b) The Grantor warrants that the names and addresses set forth in the first paragraph hereof may be used on such financing
statements and a statement indicating the types, or describing the items, of Collateral is set forth hereinabove. The location of the Collateral which is Tangible Personalty is upon the Land. The Grantor agrees to furnish the Lender with notice of
any change in the name, identity, company structure, residence, principal place of business or mailing address of the Lessor or the Grantor within ten (10) days of the effective date of any such change and the Grantor will promptly execute
and/or deliver any financing statements or other instruments deemed necessary by the Lender to prevent any filed financing statement from becoming misleading or losing its perfected status. 
  

 8 







 Section 2.14. Fixture Filing. It is intended by Grantor and
Lender that this Deed of Trust be effective as a financing statement filed with the Recorder of Deeds, City of St. Louis, Missouri as a fixture filing. For purposes of this fixture filing, the “Debtor” is the Grantor and the “Secured
Party” is the Lender. A description of the Land which relates to the fixtures is set forth in Exhibit A attached hereto. Grantor is the record owner of the Land. The organization identification number of Grantor is 0010446-3.

 ARTICLE III 
 EVENT OF DEFAULT 
 Section 3.01. Event of
Default. An event of default (“Event of Default”) shall exist under the terms of this Deed of Trust during the existence of an Event of Default under the terms of the Loan Agreement. 
 ARTICLE IV 
 ACCELERATION; FORECLOSURE 
 Section 4.01. Acceleration of Secured Obligations.
During the existence of an Event of Default, the Lender may declare the entire balance of all or any portion of the Secured Obligations, including all accrued interest to be immediately due and payable, as provided in the Loan Agreement. 

Section 4.02. Foreclosure. During the existence of an Event of Default and otherwise in compliance with
Section 8.02 of the Loan Agreement, the Lender may foreclose or cause the Trustee to foreclose the Lien of this Deed of Trust by judicial or nonjudicial proceeding in a manner permitted by applicable law. The Grantor hereby waives any
statutory right of redemption in connection with such foreclosure proceeding. 
 Section 4.03. Proceeds
of Sale. Following a foreclosure sale, the proceeds of such sale shall, subject to applicable law, be applied in accordance with Section 8.03 of the Loan Agreement. 
 Section 4.04. Delivery of Possession After Foreclosure. In the event there is a foreclosure sale hereunder and
at the time of such sale, the Grantor or the Grantor’s heirs, devisees, representatives, successors or assigns are occupying or using the Premises, or any part thereof, each and all immediately shall become the tenant of the purchaser at such
sale, which tenancy shall be a tenancy from day to day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; and to the
extent permitted by applicable law, the purchaser at such sale, notwithstanding any language herein apparently to the contrary, shall have the sole option to demand possession immediately following the sale or to permit the occupants to remain as
tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession of the property (such as an action for forcible detainer)
in any court having jurisdiction. 
  

 9 







 ARTICLE V 
 ADDITIONAL RIGHTS AND REMEDIES OF LENDER 
 Section 5.01. Rights Upon Maturity or an Event of Default. During the existence of an Event of Default, the Lender, immediately and without additional notice and without liability therefor to the Grantor and to the extent
permitted by law, except for its own gross negligence or willful misconduct, may do or cause to be done any or all of the following: (a) take physical possession of the Premises; (b) exercise its right to collect the Rents and Profits;
(c) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (d) expend loan funds and any income or Rents and Profits derived from the Premises for payment of any taxes, insurance premiums, assessments
and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Deed of Trust and satisfaction and fulfillment of any liabilities or obligations of the Grantor arising out of or in any way connected with the
construction of Improvements on the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Deed of Trust; (e) enter into leases demising the Premises or any part thereof; (f) take such
steps to protect and enforce the specific performance of any covenant, condition or agreement in the Note, this Deed of Trust, the Loan Agreement, or the other Loan Documents, or to aid the execution of any power herein granted; (g) generally,
supervise, manage, and contract with reference to the Premises as if the Lender were equitable owner of the Premises; (h) seek the appointment of a receiver as provided in Section 5.02 below; (i) exercise any or all of the
remedies available to a secured party under the Uniform Commercial Code, including, but not limited to, selling, leasing or otherwise disposing of any fixtures and personal property which is encumbered hereby at public sale, with or without having
such fixtures or personal property at the place of sale, and upon such terms and in such manner as the Lender may determine; (j) exercise any or all of the remedies of a secured party under the Uniform Commercial Code with respect to the
Tangible Personalty and Intangible Personalty; and (k) enforce any or all of the assignments or collateral assignments made in this Deed of Trust as additional security for the Secured Obligations. The Grantor also agrees that any of the
foregoing rights and remedies of the Lender may be exercised at any time independently of the exercise of any other such rights and remedies, and the Lender may continue to exercise any or all such rights and remedies until the Event(s) of Default
are cured and such cure is acknowledged in writing by the Lender or waived in writing by the Lender or until foreclosure and the conveyance of the Premises or until the Secured Obligations are satisfied or paid in full and all Commitments are
terminated. 
 Section 5.02. Appointment of Receiver. If any of the Secured Obligations are not paid upon
maturity or during the existence of an Event of Default, the Lender as a matter of right shall be entitled to the appointment of a receiver or receivers for all or any part of the Premises, to take possession of and to operate the Premises, and to
collect the rents, issues, profits, and income thereof, all expenses of which shall become Secured Obligations, whether such receivership be incident to a proposed sale (or sales) of such property or otherwise, and without regard to the value of the
Premises or the solvency of any Person or Persons liable for the payment of any Secured Obligations, and, to the extent permitted by applicable law, the Grantor hereby

  

 10 







 
irrevocably consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment, and agrees not to oppose any application therefor by the Lender. Nothing
herein is to be construed to deprive the Lender of any other right, remedy or privilege it may have under the law to have a receiver appointed. Any money advanced by the Lender in connection with any such receivership shall be a demand obligation
(which obligation the Grantor hereby promises to pay) owing by the Grantor to the Lender pursuant to this Deed of Trust. 
 Section 5.03. Waivers. No waiver of any Event of Default shall at any time thereafter be held to be a waiver of any rights of the Lender stated anywhere in the Note, this Deed of Trust, the
Loan Agreement or any of the other Loan Documents (except to the extent of such wavier), nor shall any waiver of a prior Event of Default operate to waive any subsequent Event(s) of Default. All remedies provided in this Deed of Trust, in the Note,
in the Loan Agreement and in the other Loan Documents are cumulative and may, at the election of the Lender, be exercised alternatively, successively, or in any manner and are in addition to any other rights provided by law. 
 Section 5.04. Marshalling. The Grantor hereby waives, in the event of foreclosure of this Deed of Trust or the
enforcement by the Lender of any other rights and remedies hereunder, any right otherwise available to it with regard to the marshalling of its assets which secure the Loans and Standby Letters of Credit and any other indebtedness secured hereby or
to require the Lender to pursue its remedies against any other such assets. 
 Section 5.05. Protection
of Premises. If Grantor fails to perform the covenants and agreements contained in this Deed of Trust, the Loan Agreement or any of the other Loan Documents, and such failure continues beyond any applicable grace periods, except in the case of
an emergency in which event Lender may act immediately, then Lender may take such actions, including, but not limited to disbursements of such sums, as Lender in its sole reasonable discretion deems necessary to protect Lender’s interest in the
Premises. 
 ARTICLE VI 
 GENERAL CONDITIONS 
 Section 6.01. Terms. The
singular used herein shall be deemed to include the plural; the masculine deemed to include the feminine and neuter; and the named parties deemed to include their heirs, successors and assigns. The term “Lender” shall include any of the
Persons identified as a “Lender” on the signature pages to the Loan Agreement, and any Person that may become a Lender by way of assignment in accordance with the terms of the Loan Agreement, together with their successors and permitted
assigns. 
 Section 6.02. Notices. All notices and other communications required to be given
hereunder shall have been duly given if given in accordance with the requirement of the Loan Agreement. All notices or other communications to the Trustee hereunder shall be given in accordance with the requirements of the Loan Agreement to:

  

 11 







 American Securities Company of Missouri 
 420 Montgomery Street 
 San Francisco, California 94104 
 Section 6.03. Severability. If any provision of this Deed of Trust is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the
remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 
 Section 6.04. Headings; Recitals. The captions and headings herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe
the scope of this Deed of Trust nor the intent of any provision hereof. The Recitals set forth above are incorporated herein. 
 Section 6.05. Conflicting Terms. In the event the terms and conditions of this Deed of Trust conflict with the terms and conditions of the Loan Agreement, the terms and conditions of the Loan
Agreement shall control and supersede the provisions of this Deed of Trust with respect to such conflicts. 
 Section 6.06. Governing Law. This Deed of Trust shall be governed by and construed in accordance with the internal law of the state where the Premises is located. 
 Section 6.07. Application of the Foreclosure Law. If any provision in this Deed of Trust shall be inconsistent
with any provision of the foreclosure laws of the State of Missouri, the provisions of such laws shall take precedence over the provisions of this Deed of Trust, but shall not invalidate or render unenforceable any other provision of this Deed of
Trust that can be construed in a manner consistent with such laws. 
 Section 6.08. WRITTEN
AGREEMENT. 
 (a) THE RIGHTS AND OBLIGATIONS OF THE GRANTOR AND THE LENDER SHALL BE DETERMINED SOLELY FROM
THIS WRITTEN DEED OF TRUST AND THE OTHER LOAN DOCUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE LENDER AND THE GRANTOR CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO THIS DEED OF
TRUST AND THE OTHER LOAN DOCUMENTS. 
 (b) THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS MAY NOT BE VARIED BY
ANY ORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF THIS DEED OF TRUST OR THE OTHER LOAN DOCUMENTS. 
 (c) THIS WRITTEN DEED OF TRUST AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN 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 BETWEEN THE PARTIES. 
  

 12 







 Section 6.09. WAIVER OF JURY TRIAL. EACH PARTY TO THIS DEED OF
TRUST HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 Section 6.10. Substitution
of Trustee. If, for any reason, with or without cause, the Lender shall elect to substitute a Trustee for the trustee herein named (or for any successor to said trustee), the Lender shall have the right to appoint successor Trustee(s), which
appointment may be effected without conveyance of the Premises and, except where required by applicable law, without the need to execute or record any instrument evidencing such appointment. Each new Trustee shall immediately upon such appointment
become successor in title to the Premises for the uses and purposes of this Deed of Trust, without conveyance of the Premises, with all the powers, duties and obligations conferred on the Trustee in the same manner and to the same effect as though
he were named herein as the Trustee. If more than one Trustee has been appointed, each of such Trustees and each successor thereto shall be and hereby is empowered to act independently. 
 Section 6.11. State Specific Provisions. In the event of any inconsistencies between this
Section 6.11 and any of the other terms and provisions of this Deed of Trust, the terms and provisions of this Section 6.11 shall control and be binding. 
 (a) Lease. The Trustee hereby lets the Premises unto the Grantor, until this Deed of Trust is satisfied and released
or until default be made under the covenants or agreements hereof, upon the following terms and provisions, to-wit: The Grantor, its successors and assigns, shall pay rent therefor during said terms at the rate of one cent ($.01) per month, payable
monthly upon demand, and shall and will peaceably surrender possession of the Premises, and every part thereof, to Trustee immediately during the existence of an Event of Default, and without notice or demand therefor, and thereupon Trustee shall be
entitled to the rents, revenues, income and profits derived therefrom as provided herein and shall have the right to sell the Premises or any part thereof as herein provided. 
 (b) Future Advance Termination. This Deed of Trust is to be governed by Section 443.055 of the Revised Statutes of Missouri. In the event Lender shall receive a notice
pursuant to Section 443.055 of the Revised Statutes of Missouri terminating the operation of this Deed of Trust as security for future advances or future obligations made or incurred after the date of such notice, then upon receipt of such
notice Lender shall have no further obligation under any document evidencing, securing or related to any part of the Secured Obligations or this Deed

  

 13 







 
of Trust to advance monies to or for the account of Grantor notwithstanding anything in any evidence of indebtedness constituting any part of the Secured Obligations or this Deed of Trust to the
contrary. 
 (c) Jury Trial. If and to the extent required by the Loan Agreement, Grantor and Lender
hereby waive any right to trial by jury of any claim, demand, action or cause of action (1) arising under the Loan Documents, or (2) in any way connected with or related or incidental to the dealings of the parties hereto or any of them in
respect of the Loan Documents, or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise. Grantor and Lender agree and consent that any such claim,
demand, action or cause of action shall be decided by court trial without a jury and that any of them may file an original counterpart or a copy of the Loan Agreement with any court as written evidence of the consent of the parties hereto to the
waiver of their right to trial by jury. 
 (d) Statutory Notice-Oral Commitments. The following notice is
given pursuant to Section 432.045 of the Missouri Revised Statutes; nothing contained in such notice shall be deemed to limit or modify the terms of the Loan Documents: 
 ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.
TO PROTECT YOU (GRANTOR) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE
MAY LATER AGREE IN WRITING TO MODIFY IT. 
 PROVIDED ALWAYS, and it is the true intent and meaning of the
Grantor and the Lender, that if the Borrowers or the Guarantors, or their successors and assigns, shall pay or cause to be paid and discharged unto the Lender, its successors and assigns, the Secured Obligations according to the terms of this Deed
of Trust and the Loan Documents and all Commitments are terminated, then this Deed of Trust shall cease, determine and be void, otherwise it shall remain in full force and virtue. And it is agreed, by and between the Grantor and the Lender, that the
Grantor is to hold and enjoy the said premises until an Event of Default exists under the terms of this Deed of Trust. 
 [Remainder of page intentionally left blank; signature appears on following page.] 
  

 14 







 IN WITNESS WHEREOF, the Grantor has executed this Deed of Trust under seal
on the date of acknowledgement below to be effective as of the above written date. 
  

			
	 GRANTOR:
  
 OMEGA PROTEIN, INC.

		
	By:	 	/s/ Robert W. Stockton
		 	 Robert W. Stockton
 Vice
President and Treasurer



  

			
	 STATE OF TEXAS
	  	§
		  	§
	 COUNTY OF HARRIS
	  	§

 On this 21st day of October, 2009 before me appeared
Robert W. Stockton, to me personally known, who, being by me duly sworn did say that he is the Vice President and Treasurer of Omega Protein, Inc., a Virginia corporation, and that said instrument was signed on behalf of said corporation
by authority of its board of directors, and said Robert W. Stockton acknowledged said instrument to be the free act and deed of said corporation. 
 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the day and year first above written. 
  

	
	
	/s/ Kelly Lee
	Notary Public, State of Texas