Amendment to the Loan and Security Agreement



 Exhibit 10.4 
  
 October 21, 2004 
  
 Omega Protein Corporation and 
 Omega Protein, Inc. 
 1717 St. James Place, Suite 550 
 Houston, TX 77056 
  

	Re:	Loan and Security Agreement dated as of December 20, 2000, as amended, (“Loan Agreement”) by and among Omega Protein Corporation, Omega Protein, Inc., (individually
“Borrower” or collectively, the “Borrowers”), Omega Shipyard, Inc., Omega International Distribution Company, Protein Finance Company, Protein Operating Company, Protein Securities Company and Protein (U.S.A.) Company,
(individually, “Guarantor” and collectively, the “Guarantors”), and Bank of America, N.A. (“Bank” or “Lender”) 

  

	Gentlemen:	

  
 Capitalized terms and used herein but not defined shall have the respective meanings given to such terms in the Loan Agreement. 
  

The Loan Agreement is hereby amended by deleting Section 6(b) and substituting the following in lieu thereof: 
  

	 	(b)	Net Capital Expenditures. Make Net Capital Expenditures during any fiscal year which, in the aggregate, for both Borrowers, exceed $11,000,000; provided however, that capital
expenditures incurred with respect to the construction of a fish oil refinery in Reedville, Virginia, to the extent such capital expenditures are not financed by Bank or any other Person and do not exceed $20,000,000 in the aggregate, shall be
excluded from such limitation. 

  
 The Loan
Agreement is further amended by deleting the definition of Fixed Charge Coverage Ratio and substituting the following in lieu thereof: 
  
 “Fixed Charge Coverage Ratio” means (a) (i) EBITDA for the twelve month period then ended, plus (ii) capital expenditures incurred during
the twelve month period then ended with respect to the construction of a fish oil refinery in Reedville, Virginia, to the extent such capital expenditures are not financed by Bank or any other Person and do not exceed $20,000,000 in the aggregate,
divided by (b) the sum of (without duplication) (i) interest expense, (ii) Net Capital Expenditures, (iii) scheduled principal payments of Debt, and (iv) federal, state, local and foreign income taxes (excluding deferred taxes), in each case for
Borrowers and their subsidiaries on a consolidated basis for the twelve month period then ended. 







 Please acknowledge your acceptance and agreement to the change by signing below and returning to my
attention at the Bank. 
  
 This letter amendment may be executed
by the parties hereto in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement. 
  

			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Stuart A. Hall
	 	 	 Stuart A. Hall
 Vice President



  
 Acknowledged and Agreed:

  

			
	OMEGA PROTEIN CORPORATION (“Borrower”)
		
	By:	 	/s/ Robert W. Stockton
	 Name:
 Title:
	 	 Robert W. Stockton
 Executive Vice President and Chief
Financial Officer
 October 27, 2004


  

			
	OMEGA PROTEIN, INC. (“Borrower”)
		
	By:	 	/s/ Clark A. Haner
	 Name:
 Title:
	 	 Clark A. Haner
 Vice President Controller and
Administration


  

			
	OMEGA SHIPYARD, INC. (“Guarantor”)
		
	By:	 	/s/ Clark A. Haner
	 Name:
 Title:
	 	 Clark A. Haner
 Vice President Controller and
Administration


  

			
	OMEGA INTERNATIONAL DISTRIBUTION COMPANY (“Guarantor”)
		
	By:	 	/s/ Clark A. Haner
	 Name:
 Title:
	 	 Clark A. Haner
 Vice President Controller and
Administration


  

			
	OMEGA FINANCE COMPANY (“Guarantor”)
		
	By:	 	/s/ Clark A. Haner
	 Name:
 Title:
	 	 Clark A. Haner
 Vice President Controller and
Administration










			
	PROTEIN OPERATING COMPANY (“Guarantor”)
		
	By:	 	/s/ Clark A. Haner
	 Name:
 Title:
	 	 Clark A. Haner
 Vice President Controller and
Administration


  

			
	PROTEIN SECURITIES COMPANY (“Guarantor”)
		
	By:	 	/s/ Clark A. Haner
	 Name:
 Title:
	 	 Clark A. Haner
 Vice President Controller and
Administration


  

			
	PROTEIN (U.S.A.) COMPANY (“Guarantor”)
		
	By:	 	/s/ Clark A. Haner
	 Name:
 Title:
	 	 Clark A. Haner
 Vice President Controller and
Administration