First Amendment to Credit Agreement


 Exhibit 10.1 
 September 29, 2008 
 Omega Protein Corporation 
 2101 City West Blvd. 
 Bldg. 3, Suite 500 
 Houston, TX
77042 
 Attention: Robert W. Stockton 
  

	Re:	First Amendment to Credit Agreement dated as of March 26, 2007 (the “Credit Agreement”), 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”), the Guarantors party thereto, the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 
 Reference is made to the Credit Agreement described above, the defined terms of which are incorporated herein by reference. 
 The parties hereto agree that the phrase “for which the Company has delivered financial statements pursuant to Section 7.01(a) or (b)”
appearing in the definitions of “Consolidated Fixed Charge Coverage Ratio” and “Consolidated Leverage Ratio” is hereby deleted in both definitions. 
 The parties hereto agree that Section 8.11(e) of the Credit Agreement is amended to read as follows: 
 (e) Consolidated Capital Expenditures. Permit Consolidated Capital Expenditures to exceed (i) for the fiscal year 2008, $21,000,000 and (ii) for any fiscal year thereafter, $15,000,000. 
 This letter agreement shall become effective upon the execution hereof by the Borrowers, the Guarantors, the Required Lenders and the Administrative Agent. 

All references in the Credit Agreement and the other Loan Documents to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended
hereby. 
 Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and
effect. 
 THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES. 
 This letter agreement may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 







					
	ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
		
	BORROWERS:	 	OMEGA PROTEIN CORPORATION,
		 	a Nevada corporation
			
		 	By:	 	 /s/ Robert W. Stockton

		 	Name:	 	Robert W. Stockton
		 	Title:	 	Executive Vice President - Chief Financial Officer
		
		 	OMEGA PROTEIN, INC.,
		 	a Virginia corporation
			
		 	By:	 	 /s/ Robert W. Stockton

		 	Name:	 	Robert W. Stockton
		 	Title:	 	Executive Vice President - Chief Financial Officer
		
	GUARANTORS:	 	PROTEIN FINANCE COMPANY,
		 	a Delaware corporation
			
		 	By:	 	 /s/ Robert W. Stockton

		 	Name:	 	Robert W. Stockton
		 	Title:	 	Executive Vice President - Chief Financial Officer
		
		 	OMEGA INTERNATIONAL MARKETING COMPANY,
		 	a Delaware corporation
			
		 	By:	 	 /s/ Robert W. Stockton

		 	Name:	 	Robert W. Stockton
		 	Title:	 	Executive Vice President - Chief Financial Officer
		
		 	OMEGA INTERNATIONAL DISTRIBUTION COMPANY,
		 	a Delaware corporation
			
		 	By:	 	 /s/ Robert W. Stockton

		 	Name:	 	Robert W. Stockton
		 	Title:	 	Executive Vice President - Chief Financial Officer
		
		 	OMEGA SHIPYARD, INC.,
		 	a Delaware corporation
			
		 	By:	 	 /s/ Robert W. Stockton

		 	Name:	 	Robert W. Stockton
		 	Title:	 	Executive Vice President - Chief Financial Officer
		
		 	PROTEIN INDUSTRIES, INC.,
		 	a Delaware corporation
			
		 	By:	 	 /s/ Robert W. Stockton

		 	Name:	 	Robert W. Stockton
		 	Title:	 	Executive Vice President - Chief Financial Officer

 OMEGA PROTEIN CORPORATION 
 FIRST AMENDMENT 






 This letter agreement shall be governed by and construed in accordance with the laws of the State of Texas. 

 

			
	Sincerely,
	
	 BANK OF AMERICA, N.A.,
 as Administrative
Agent

		
	By:	 	 /s/ Michael Brashler

	Name:	 	Michael Brashler
	Title:	 	Vice President


 OMEGA PROTEIN CORPORATION 
 FIRST AMENDMENT 






 ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: 
  

					
	LENDERS:	 	BANK OF AMERICA, N.A.,
		 	as a Lender, L/C Issuer and Swing Line Lender
			
		 	By:	 	 /s/ Geri Canda

		 	Name:	 	Geri Canda
		 	Title:	 	Vice President
		
		 	REGIONS BANK,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	COMPASS BANK,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	FARM CREDIT BANK OF TEXAS,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

 OMEGA PROTEIN CORPORATION 
 FIRST AMENDMENT 






 ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: 
  

					
	LENDERS:	 	BANK OF AMERICA, N.A.,
		 	as a Lender, L/C Issuer and Swing Line Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	REGIONS BANK,
		 	as a Lender
			
		 	By:	 	 /s/ Keith S Page

		 	Name:	 	Keith S Page
		 	Title:	 	Senior Vice President
		
		 	COMPASS BANK,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	FARM CREDIT BANK OF TEXAS,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

 OMEGA PROTEIN CORPORATION 
 FIRST AMENDMENT 






 ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: 
  

					
	LENDERS:	 	BANK OF AMERICA, N.A.,
		 	as a Lender, L/C Issuer and Swing Line Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	REGIONS BANK,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	COMPASS BANK,
		 	as a Lender
			
		 	By:	 	 /s/ Payton K. Swope

		 	Name:	 	Payton K. Swope
		 	Title:	 	Vice President
		
		 	FARM CREDIT BANK OF TEXAS,
		 	as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

 OMEGA PROTEIN CORPORATION 
 FIRST AMENDMENT 






 ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: 
  

							
	LENDERS:	 	BANK OF AMERICA, N.A.,	 	
		 	as a Lender, L/C Issuer and Swing Line Lender	 	
				
		 	By:	 	  
	 	
		 	Name:	 		 	
		 	Title:	 		 	
		
		 	REGIONS BANK,
		 	as a Lender
				
		 	By:	 	  
	 	
		 	Name:	 		 	
		 	Title:	 		 	
		
		 	COMPASS BANK,
		 	as a Lender
				
		 	By:	 	  
	 	
		 	Name:	 		 	
		 	Title:	 		 	
		
		 	FARM CREDIT BANK OF TEXAS,
		 	as a Lender
			
		 	By:	 	 /s/ Chris M. Levine

		 	Name:	 	Chris M. Levine
		 	Title:	 	Vice President

 OMEGA PROTEIN CORPORATION 
 FIRST AMENDMENT