Amended and Restated Loan Agreement


 Exhibit 10.1 
 EXECUTION COPY 
  

 
  

$60,000,000.00 

AMENDED AND RESTATED LOAN AGREEMENT 
 dated as of March 21, 2012, 
 by and among  

OMEGA PROTEIN CORPORATION,  
 and  
 OMEGA PROTEIN, INC.,  

each as a Borrower, 
 the Lenders referred to herein, 
 as Lenders, 

and 
 WELLS
FARGO BANK, NATIONAL ASSOCIATION, 
 as Administrative Agent, 

Swingline Lender and Issuing Lender 
 WELLS FARGO SECURITIES, LLC, 
 as Sole Lead Arranger and Sole Book Manager

  
  

 






 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
		
	 ARTICLE I          DEFINITIONS
	  	 	1	  
		 	 Section 1.01
	  	 Definitions.
	  	 	1	  
		 	 Section 1.02
	  	 Other Definitions and Provisions
	  	 	25	  
		 	 Section 1.03
	  	 Accounting Terms
	  	 	25	  
		 	 Section 1.04
	  	 UCC Terms
	  	 	25	  
		 	 Section 1.05
	  	 Rounding
	  	 	25	  
		 	 Section 1.06
	  	 References to Agreement and Laws.
	  	 	25	  
		 	 Section 1.07
	  	 Times of Day
	  	 	26	  
		 	 Section 1.08
	  	 Letter of Credit Amounts
	  	 	26	  
		 	 Section 1.09
	  	 Guaranty Obligations
	  	 	26	  
		
	 ARTICLE II         REVOLVING CREDIT FACILITY
	  	 	26	  
		 	 Section 2.01
	  	 Revolving Credit Loans
	  	 	26	  
		 	 Section 2.02
	  	 Swingline Loans.
	  	 	26	  
		 	 Section 2.03
	  	 Procedure for Advances of Revolving Credit Loans and Swingline Loans.
	  	 	28	  
		 	 Section 2.04
	  	 Repayment and Prepayment of Revolving Credit Loans and Swingline Loans.
	  	 	28	  
		 	 Section 2.05
	  	 Permanent Reduction of the Revolving Credit Commitment.
	  	 	29	  
		 	 Section 2.06
	  	 Termination of Revolving Credit Facility
	  	 	30	  
		
	 ARTICLE III        LETTER OF CREDIT FACILITY
	  	 	30	  
		 	 Section 3.01
	  	 L/C Commitment.
	  	 	30	  
		 	 Section 3.02
	  	 Procedure for Issuance of Letters of Credit
	  	 	30	  
		 	 Section 3.03
	  	 Commissions and Other Charges.
	  	 	31	  
		 	 Section 3.04
	  	 L/C Participations.
	  	 	31	  
		 	 Section 3.05
	  	 Reimbursement Obligation of the Borrowers
	  	 	32	  
		 	 Section 3.06
	  	 Obligations Absolute
	  	 	32	  
		 	 Section 3.07
	  	 Effect of Letter of Credit Application
	  	 	33	  
		
	 ARTICLE IV        GENERAL LOAN PROVISIONS
	  	 	33	  
		 	 Section 4.01
	  	 Interest.
	  	 	33	  
		 	 Section 4.02
	  	 Notice and Manner of Conversion or Continuation of Loans
	  	 	34	  
		 	 Section 4.03
	  	 Fees.
	  	 	35	  
		 	 Section 4.04
	  	 Manner of Payment.
	  	 	35	  
		 	 Section 4.05
	  	 Evidence of Indebtedness.
	  	 	36	  
		 	 Section 4.06
	  	 Adjustments
	  	 	36	  
		 	 Section 4.07
	  	 Obligations of Lenders.
	  	 	37	  
		 	 Section 4.08
	  	 Changed Circumstances.
	  	 	37	  
		 	 Section 4.09
	  	 Indemnity
	  	 	38	  
		 	 Section 4.10
	  	 Increased Costs.
	  	 	39	  
		 	 Section 4.11
	  	 Taxes.
	  	 	40	  
		 	 Section 4.12
	  	 Mitigation Obligations; Replacement of Lenders.
	  	 	43	  
		 	 Section 4.13
	  	 Increase in Revolving Credit Commitment.
	  	 	44	  
		 	 Section 4.14
	  	 Cash Collateral
	  	 	45	  
		 	 Section 4.15
	  	 Defaulting Lenders.
	  	 	46	  


  
 -i-









 TABLE OF CONTENTS 

(continued) 
  


									
	 	 	 	  	 	  	Page	 
		
	 ARTICLE V        CONDITIONS OF CLOSING AND BORROWING AND
COLLATERAL
	  	 	48	  
		 	 Section 5.01
	  	 Conditions to Closing
	  	 	48	  
		 	 Section 5.02
	  	 Conditions to All Extensions of Credit
	  	 	53	  
		 	 Section 5.03
	  	 Assets of Borrowers
	  	 	54	  
		 	 Section 5.04
	  	 Assets of Subsidiaries
	  	 	54	  
		 	 Section 5.05
	  	 Guaranty
	  	 	54	  
		
	 ARTICLE VI      REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES
	  	 	54	  
		 	 Section 6.01
	  	 No Liens
	  	 	54	  
		 	 Section 6.02
	  	 Financial Statements
	  	 	54	  
		 	 Section 6.03
	  	 Good Standing
	  	 	54	  
		 	 Section 6.04
	  	 Authority and Compliance
	  	 	55	  
		 	 Section 6.05
	  	 Binding Agreements
	  	 	55	  
		 	 Section 6.06
	  	 Litigation
	  	 	55	  
		 	 Section 6.07
	  	 No Conflicting Agreements
	  	 	55	  
		 	 Section 6.08
	  	 Taxes
	  	 	55	  
		 	 Section 6.09
	  	 No Default
	  	 	55	  
		 	 Section 6.10
	  	 Adverse Circumstances
	  	 	55	  
		 	 Section 6.11
	  	 Accuracy of Information
	  	 	55	  
		 	 Section 6.12
	  	 ERISA
	  	 	56	  
		 	 Section 6.13
	  	 Environmental
	  	 	56	  
		 	 Section 6.14
	  	 Subsidiaries
	  	 	56	  
		 	 Section 6.15
	  	 OFAC
	  	 	56	  
		 	 Section 6.16
	  	 Vessels
	  	 	56	  
		 	 Section 6.17
	  	 Real Property
	  	 	56	  
		 	 Section 6.18
	  	 Aircraft
	  	 	56	  
		 	 Section 6.19
	  	 Perfection of Security Interests in Collateral
	  	 	57	  
		 	 Section 6.20
	  	 Continuation of Representations and Warranties
	  	 	57	  
		
	 ARTICLE VII     AFFIRMATIVE COVENANTS
	  	 	57	  
		 	 Section 7.01
	  	 Financial Statements and Other Information
	  	 	57	  
		 	 Section 7.02
	  	 Adverse Conditions or Events
	  	 	58	  
		 	 Section 7.03
	  	 Taxes and Other Obligations
	  	 	58	  
		 	 Section 7.04
	  	 Insurance
	  	 	59	  
		 	 Section 7.05
	  	 Compliance with Governmental Requirements
	  	 	59	  
		 	 Section 7.06
	  	 Environmental
	  	 	59	  
		 	 Section 7.07
	  	 Compliance with Material Agreements
	  	 	60	  
		 	 Section 7.08
	  	 Maintenance of Records
	  	 	60	  
		 	 Section 7.09
	  	 Inspection of Books and Records
	  	 	60	  
		 	 Section 7.10
	  	 Existence and Qualification
	  	 	60	  
		 	 Section 7.11
	  	 [Reserved].
	  	 	60	  
		 	 Section 7.12
	  	 Vessel Covenants
	  	 	60	  
		 	 Section 7.13
	  	 Citizenship
	  	 	60	  
		 	 Section 7.14
	  	 Additional Collateral.
	  	 	60	  
		 	 Section 7.15
	  	 Further Assurances
	  	 	61	  
		 	 Section 7.16
	  	 Minimum Tangible Net Worth
	  	 	61	  
		 	 Section 7.17
	  	 Asset Coverage Ratio
	  	 	62	  


  
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 TABLE OF CONTENTS 

(continued) 
  


									
	 	 	 	  	 	  	Page	 
				
		 	 Section 7.18
	  	 Minimum Profitability
	  	 	62	  
		 	 Section 7.19
	  	 Covenant to Guarantee Obligations and Give Security
	  	 	62	  
		 	 Section 7.20
	  	 Use of Proceeds
	  	 	63	  
		
	 ARTICLE VIII    NEGATIVE COVENANTS
	  	 	63	  
		 	 Section 8.01
	  	 Negative Pledge
	  	 	63	  
		 	 Section 8.02
	  	 Merger, Etc
	  	 	63	  
		 	 Section 8.03
	  	 Extensions of Credit
	  	 	63	  
		 	 Section 8.04
	  	 Borrowings
	  	 	63	  
		 	 Section 8.05
	  	 Dividends and Distributions
	  	 	64	  
		 	 Section 8.06
	  	 Dispositions
	  	 	64	  
		 	 Section 8.07
	  	 Capital Expenditures
	  	 	64	  
		 	 Section 8.08
	  	 Revolving Credit Exposure not to Exceed Commitment
	  	 	64	  
		 	 Section 8.09
	  	 Investments
	  	 	64	  
		 	 Section 8.10
	  	 Change of Control of Borrowers
	  	 	65	  
		 	 Section 8.11
	  	 Change in Nature of Business
	  	 	65	  
		 	 Section 8.12
	  	 No Negative Pledge
	  	 	65	  
		 	 Section 8.13
	  	 Arm’s Length Transactions
	  	 	65	  
		 	 Section 8.14
	  	 Hedge Agreements
	  	 	65	  
		 	 Section 8.15
	  	 Subsidiaries
	  	 	65	  
		 	 Section 8.16
	  	 Maritime Industry Standards
	  	 	65	  
		
	 ARTICLE IX      DEFAULT AND REMEDIES
	  	 	66	  
		 	 Section 9.01
	  	 Events of Default
	  	 	66	  
		 	 Section 9.02
	  	 Remedies
	  	 	68	  
		 	 Section 9.03
	  	 Rights and Remedies Cumulative; Non-Waiver; etc.
	  	 	69	  
		 	 Section 9.04
	  	 Crediting of Payments and Proceeds
	  	 	69	  
		 	 Section 9.05
	  	 Administrative Agent May File Proofs of Claim
	  	 	70	  
		 	 Section 9.06
	  	 Credit Bidding.
	  	 	71	  
		 	 Section 9.07
	  	 Right of Setoff
	  	 	71	  
		
	 ARTICLE X        THE ADMINISTRATIVE AGENT
	  	 	72	  
		 	 Section 10.01
	  	 Appointment and Authority.
	  	 	72	  
		 	 Section 10.02
	  	 Rights as a Lender
	  	 	72	  
		 	 Section 10.03
	  	 Exculpatory Provisions.
	  	 	73	  
		 	 Section 10.04
	  	 Reliance by the Administrative Agent
	  	 	73	  
		 	 Section 10.05
	  	 Delegation of Duties
	  	 	74	  
		 	 Section 10.06
	  	 Resignation of Administrative Agent.
	  	 	74	  
		 	 Section 10.07
	  	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	75	  
		 	 Section 10.08
	  	 No Other Duties, etc
	  	 	75	  
		 	 Section 10.09
	  	 Collateral Matters.
	  	 	75	  
		 	 Section 10.10
	  	 Secured Hedge Agreements and Secured Cash Management Agreements
	  	 	76	  
		
	 ARTICLE XI       MISCELLANEOUS
	  	 	77	  
		 	 Section 11.01
	  	 Notices.
	  	 	77	  
		 	 Section 11.02
	  	 Amendments, Waivers and Consents
	  	 	79	  
		 	 Section 11.03
	  	 Expenses; Indemnity.
	  	 	80	  


  
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 TABLE OF CONTENTS 

(continued) 
  


									
	 	 	 	  	 	  	Page	 
				
		 	 Section 11.04
	  	 Interest Rate Limitation.
	  	 	82	  
		 	 Section 11.05
	  	 GOVERNING LAW; JURISDICTION, ETC.
	  	 	83	  
		 	 Section 11.06
	  	 WAIVER OF JURY TRIAL
	  	 	84	  
		 	 Section 11.07
	  	 Reversal of Payments
	  	 	84	  
		 	 Section 11.08
	  	 Injunctive Relief
	  	 	84	  
		 	 Section 11.09
	  	 Accounting Matters
	  	 	84	  
		 	 Section 11.10
	  	 Successors and Assigns; Participations.
	  	 	85	  
		 	 Section 11.11
	  	 Treatment of Certain Information; Confidentiality
	  	 	89	  
		 	 Section 11.12
	  	 Performance of Duties
	  	 	90	  
		 	 Section 11.13
	  	 All Powers Coupled with Interest
	  	 	90	  
		 	 Section 11.14
	  	 Survival.
	  	 	90	  
		 	 Section 11.15
	  	 Titles and Captions
	  	 	90	  
		 	 Section 11.16
	  	 Severability of Provisions
	  	 	90	  
		 	 Section 11.17
	  	 Counterparts; Integration; Effectiveness; Electronic Execution.
	  	 	90	  
		 	 Section 11.18
	  	 Term of Agreement
	  	 	91	  
		 	 Section 11.19
	  	 USA PATRIOT Act
	  	 	91	  
		 	 Section 11.20
	  	 Independent Effect of Covenants
	  	 	91	  
		 	 Section 11.21
	  	 Reservations of Rights
	  	 	91	  
		 	 Section 11.22
	  	 Debtor-Creditor Relationship
	  	 	91	  
		 	 Section 11.23
	  	 Injunctive Relief
	  	 	92	  
		 	 Section 11.24
	  	 Arbitration
	  	 	92	  
		 	 Section 11.25
	  	 Amendment and Restatement; No Novation
	  	 	93	  
		 	 Section 11.26
	  	 Inconsistencies with Other Documents
	  	 	94	  
		 	 Section 11.27
	  	 NOTICE OF FINAL AGREEMENT
	  	 	94	  


  
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	EXHIBITS
	 Exhibit A-1
	  	 	-	  	  	 Form of Revolving Credit Note

	 Exhibit A-2
	  	 	-	  	  	 Form of Swingline Note

	 Exhibit B
	  	 	-	  	  	 Form of Notice of Borrowing

	 Exhibit C
	  	 	-	  	  	 Form of Notice of Account Designation

	 Exhibit D
	  	 	-	  	  	 Form of Notice of Prepayment

	 Exhibit E
	  	 	-	  	  	 Form of Notice of Conversion/Continuation

	 Exhibit F
	  	 	-	  	  	 Form of Officer’s Compliance Certificate

	 Exhibit G
	  	 	-	  	  	 Form of Assignment and Assumption

	 Exhibit H-1
	  	 	-	  	  	 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax
Purposes)

	 Exhibit H-2
	  	 	-	  	  	 U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax
Purposes)

	 Exhibit H-3
	  	 	-	  	  	 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax
Purposes)

	 Exhibit I
	  	 	-	  	  	 Form of Joinder Agreement

			
	SCHEDULES	  				  	
	 Schedule 1.01
	  	 	-	  	  	 Existing Letters of Credit

	 Schedule 6.06
	  	 	-	  	  	 Litigation

	 Schedule 6.14
	  	 	-	  	  	 Subsidiaries

	 Schedule 6.16
	  	 	-	  	  	 Vessels

	 Schedule 6.17
	  	 	-	  	  	 Real Property

	 Schedule 6.18
	  	 	-	  	  	 Aircraft

	 Schedule 8.01
	  	 	-	  	  	 Existing Liens

	 Schedule 8.04
	  	 	-	  	  	 Existing NMFFP Financings

	 Schedule 8.14
	  	 	-	  	  	 Existing Hedge Agreements



  
 -v-








 THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 21, 2012, by and
among OMEGA PROTEIN CORPORATION, a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation, each as a Borrower, and collectively as the Borrowers, the lenders who are party to this Agreement and the lenders who may become a
party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders. 

STATEMENT OF PURPOSE 
 The Borrowers and Wells Fargo Bank, National Association are party to that certain Loan Agreement, dated as of October 21, 2009 (as amended prior to the date hereof, the “Existing Loan
Agreement”), which established a $35,000,000.00 senior secured revolving credit facility with a $7,500,000.00 letter of credit subfacility. 
 The Borrowers have requested, and, subject to the terms and conditions hereof, the Administrative Agent and the Lenders have agreed, to amend and restate the Existing Loan Agreement and extend certain
credit facilities to the Borrowers pursuant to the terms and conditions of this Agreement. 
 NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows: 
 ARTICLE I 
 DEFINITIONS 

Section 1.01 Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

 “AAA” has the meaning assigned thereto in Section 11.24. 

“Acquisition” means, by any Person, the acquisition by such Person, in a single transaction or in a series of
transactions, of either (a) all or any substantial portion of the Property of, or a line of business or division of, another Person, or (b) at least a majority of the Equity Interests of another Person which are entitled to vote for the
election of the board of directors (or similar governing body) of such Person, in each case whether or not involving a merger or consolidation with such other Person. 
 “Additional Reedville Properties” means those real properties owned by Omega Protein, Inc. and located at 533 Menhaden Road, Reedville, Virginia 22539. 

“Adjusted EBITDA” means, for any period, for Borrowers and their consolidated Subsidiaries on a consolidated basis, an
amount equal to the consolidated net income of Borrowers and their consolidated Subsidiaries for such period plus (a) the following to the extent deducted in calculating such consolidated net income: (i) consolidated interest
expense for such period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) the amount of depreciation and amortization expense and other non-cash charges for such period,
(iv) extraordinary losses during such period, and (v) non-recurring charges for such period, less (b) (i) non-cash income and extraordinary gains during such period, and (ii) non-recurring gains for such period; provided
that, the addition or subtraction of such non-recurring charges or gains in the form of cash payments are to be mutually agreed upon by the Borrowers and the Administrative Agent. 






 “Adjusted Profitability” means an amount equal to the consolidated net
income before taxes of the Borrowers and their Subsidiaries plus non-recurring expenses of the Borrowers and their Subsidiaries minus non-recurring income of the Borrowers and their Subsidiaries; provided that the addition or subtraction of
such non-recurring items shall be mutually agreed upon by the Borrowers and the Administrative Agent. 
 “Administrative
Agent” means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 10.06. 
 “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 11.01(c). 

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

 “AFA” means the American Fisheries Act of 1998, as amended, Public L. No. 105-277, 122 Stat. 2681 (as
codified in scattered sections of Title 46 of the United States Code, in particular, 46 U.S.C. §31322 et seq, any and all successor statutes thereto and all regulations from time to time promulgated thereunder. 

“Affiliate” means, with respect to a specified Person, another Person (other than a Subsidiary of the Borrowers) that
directly, or indirectly through one (1) or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Agent Parties” has the meaning assigned thereto in Section 11.01(e). 
 “Agreement” means this Amended and Restated Loan Agreement, including all schedules and exhibits to this Agreement, as amended, restated, supplemented or otherwise modified from time to
time. 
 “Aircraft Security Agreement” means each aircraft security agreement, in form and substance
satisfactory to the Administrative Agent, that purports to grant to the Administrative Agent on behalf of the Secured Parties a security interest in the aircraft owned by any Loan Party, as amended, restated, supplemented or otherwise modified from
time to time. 
 “Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances,
rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators. 

“Applicable Margin” means the corresponding percentages per annum as set forth below based on the Consolidated Total
Leverage Ratio: 
  

											
	 	  	 	  	Loans	 
	 Pricing
Level
	  	 Consolidated Total Leverage Ratio
	  	LIBOR +	 	 	Base Rate +	 
	I	  	Less than 1.00 to 1.00	  	 	1.50	% 	 	 	0.00	% 
	II	  	Less than 2.00 to 1.00 but greater than or equal to 1.00 to 1.00	  	 	1.75	% 	 	 	0.25	% 
	III	  	Less than 3.00 to 1.00 but greater than or equal to 2.00 to 1.00	  	 	2.00	% 	 	 	0.50	% 
	IV	  	Greater than or equal to 3.00 to 1.00	  	 	2.25	% 	 	 	0.75	% 


  
 -2-








 The Applicable Margin shall be determined and adjusted quarterly as of the first day of the month
immediately following the date by which the Borrowers are required to provide an Officer’s Compliance Certificate pursuant to Section 7.01 for the most recently ended fiscal quarter of the Borrowers (each a “Calculation
Date”); provided that (a) the Applicable Margin shall be based on Pricing Level I until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the
Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer’s Compliance Certificate as
required by Section 7.01 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV until such time as an
appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers
preceding such Calculation Date. The Applicable Margin shall be effective from one (1) Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or
subsequently made or issued. 
 Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance
Certificate delivered pursuant to Section 7.01 is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) the Commitments are in effect, or (iii) any Extension of Credit is outstanding when such
inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable
Period”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrowers shall immediately deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period,
(B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Total Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (C) the Borrowers
shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by
the Administrative Agent in accordance with Section 4.04. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 4.01(c) and 9.02 nor any of their other rights
under this Agreement. The Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder. 

“Applicable Period” has the meaning assigned thereto in the definition of Applicable Margin. 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arranger” means
Wells Fargo Securities, LLC, in its capacity as sole lead arranger and sole bookrunner, and its successors. 
 “Asset
Coverage Ratio” means the ratio of (a) the sum of gross accounts receivable, gross inventory, and net Property, plant and equipment (each only to the extent that the Administrative Agent on behalf of the Secured Parties has a first
priority perfected Lien with respect to such Collateral, subject to Permitted Liens, and specifically excluding (i) NMFFP Collateral, and (ii) those accounts receivables and inventory subject to Liens permitted pursuant to subsection
(s) under the definition of “Permitted Liens”), to (b) the aggregate principal balance of all Loans hereunder outstanding at such time of determination. 

  
 -3-








 “Assignment and Assumption” means an assignment and assumption entered into
by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.10), and accepted by the Administrative Agent, in substantially the form attached as Exhibit G or any other form
approved by the Administrative Agent. 
 “Assignment of Insurances” means each assignment of insurances, in
form and substance satisfactory to the Administrative Agent, executed and delivered by a Loan Party in favor of the Mortgage Trust and relating to insurances with respect to any Vessel, as such assignment may be amended, restated, supplemented or
otherwise modified from time to time. 
 “Attributable Indebtedness” means, on any date of determination,
(a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the
capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

 “Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus
1.00% and (c) except during any period of time during which a notice delivered to the Borrowers under Section 4.08 shall remain in effect, LIBOR for an Interest Period of one (1) month plus 1.50%; each change in the Base Rate
shall take effect beginning such time with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR. 
 “Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.01(a). 

“Borrower” means, as applicable, Omega Protein Corporation, a Nevada corporation, or Omega Protein, Inc., a Virginia
corporation, and “Borrowers” means both of the above. 
 “Business Day” means (a) for all
purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in Houston, Texas are open for the conduct of their commercial banking business, and (b) with respect to all
notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day that is a Business Day described in
clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market. 

“Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin. 

“Capital Lease” means any lease of any Property by the Borrowers or any of its Subsidiaries, as lessee, that should, in
accordance with GAAP, be classified and accounted for as a capital lease on a consolidated balance sheet of the Borrowers and their Subsidiaries. 
 “Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one (1) or more of the Issuing Lender or the Lenders, as collateral
for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the Issuing Lender shall agree, in their sole discretion, other credit
support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the
proceeds of such Cash Collateral and other credit support. 

  
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 “Cash Management Agreement” means any agreement to provide cash management
services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. 
 “Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of
the Administrative Agent, in its capacity as a party to such Cash Management Agreement. 
 “Change of Control”
means an event or series of events by which: 
 (a) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator
of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests
that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35.00%) of the
Equity Interests of Omega Protein Corporation entitled to vote for members of the board of directors or equivalent governing body of Omega Protein Corporation on a fully diluted basis (and taking into account all such securities that such person or
group has the right to acquire pursuant to any option right); 
 (b) during any period of twenty four (24) consecutive
months, a majority of the members of the board of directors or other equivalent governing body of Omega Protein Corporation cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or
equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one (1) or more directors by any person or group other than a solicitation for the election of one
(1) or more directors by or on behalf of the board of directors); or 
 (c) any Person or two (2) or more Persons
acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of Omega Protein Corporation, or control over the Voting Stock of Omega Protein Corporation on a fully-diluted basis (and taking into account all such Voting Stock that such Person or group has
the right to acquire pursuant to any option right) representing thirty-five percent (35.00%) or more of the combined voting power of such Voting Stock; and 
 (d) with respect to Omega Protein, Inc., the failure of Omega Protein Corporation to directly or indirectly own all of the outstanding Equity Interests of Omega Protein, Inc. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption
or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making
or issuance of any request, rule, guideline or directive 

  
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(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the
date enacted, adopted or issued. 
 “Closing Date” means the date of this Agreement. 

“Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, each as amended or
modified from time to time. 
 “Collateral” means the collateral security for the Secured Obligations pledged
or granted pursuant to the Collateral Documents. 
 “Collateral Documents” means a collective reference to the
Security Agreements, the Mortgages, the Aircraft Security Agreements, the Mortgage Trust Agreement, the First Preferred Ship Mortgages, the Assignment of Insurances and other security documents as may be executed and delivered by the Loan Parties
hereunder, in each case, as amended, restated, supplemented or otherwise modified from time to time. 
 “Commitment
Fee” has the meaning assigned thereto in Section 4.03(a). 
 “Commitment Percentage” means
for each Lender, a fraction (expressed as a decimal) the numerator of which is the Commitment of such Lender at such time and the denominator of which are the Commitments of all of the Lenders at such time. The initial Commitment Percentage of each
Lender is set forth on the Register. 
 “Commitments” means, collectively, as to all Lenders, the Revolving
Credit Commitments. 
 “Communications” has the meaning assigned thereto in Section 11.01(e).

 “Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Total
Funded Debt on such date to (b) Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date. 
 “Contested in Good Faith” means, as to any payment, tax, assessment, charge, levy, lien, encumbrance or claim, contesting the amount, applicability or validity thereof in good faith by
appropriate proceedings or other appropriate actions promptly initiated and diligently conducted in a manner satisfactory to Lender, provided that the enforcement of any related Lien is stayed in a manner satisfactory to the Administrative
Agent pending the resolution of such contest. 
 “Control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto. 
 “Credit Facility” means, collectively, the Revolving Credit Facility, the Swingline
Facility and the L/C Facility. 

  
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 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally. 
 “Default” means any of the
events specified in Section 9.01 which with the passage of time, the giving of notice or the occurrence of any other condition, would constitute an Event of Default. 

“Defaulting Lender” means, subject to Section 4.15(b), any Lender that (a) has failed to (i) fund
all or any portion of the Revolving Credit Loans, participations in L/C Obligations or participations in Swingline Loans required to be funded by it hereunder within two (2) Business Days of the date such Loans or participations were required
to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one (1) or more conditions precedent to funding (each of which
conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender any
other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative
Agent, the Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such
Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the
Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or
federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on
its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under
clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.15(b)) upon delivery of written notice of such determination
to the Borrowers, the Issuing Lender, the Swingline Lender and each Lender. 
 “Disposition” means the sale,
transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property by a Loan Party (including the Equity Interests of any Subsidiary), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of a Loan Party.


  
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 “Dollars” or “$” means, unless otherwise qualified,
dollars in lawful currency of the United States. 
 “Domestic Subsidiary” means any Subsidiary organized under
the laws of any political subdivision of the United States. 
 “Eligible Assignee” means any Person that meets
the requirements to be an assignee under Section 11.10(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.01 (b)(iii)). 

“Eligible Vessels” means each of the Vessels, other than any Ineligible Vessels and any Excluded Vessel. 

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, written demands, demand
letters, claims, liens, written allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any
kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including any and all claims by
Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to human health or the environment. 
 “Environmental Laws” means any foreign,
federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or the protection or preservation of the environment, including laws relating to hazardous substances, laws relating to reclamation of land and
waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including ambient air, surface water, ground
water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling of, or exposure to pollution, contaminants, chemicals, or industrial, toxic or
hazardous substances or wastes. 
 “Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity
Interest. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations
promulgated thereunder, as in effect as of the date hereof and any subsequent provisions which are amendatory thereof, supplemental thereto or substituted therefor. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrowers within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Plan” means, at any time, any employee benefit plan as defined under Section 3(3) of ERISA and in respect of
which any Borrower or any ERISA Affiliate is (or, if such plan were terminated at such time, would under ERISA be deemed to be) an “employer” as defined in ERISA. 
 “Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such
day as 

  
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prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in
respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City. 
 “Event of Default” means any of the events specified in Section 9.01; provided that any requirement for passage of time, giving of notice, or the occurrence of any
other condition, has been satisfied. 
 “Excluded Property” means, with respect to any Loan Party, (a) any
owned real property which is located outside of the United States, (b) unless requested by the Administrative Agent, any leasehold interests in real property, (c) unless requested by the Administrative Agent, any trademarks, services
marks, trade names, copyrights, patents, patent rights, franchises, licenses, and other intellectual property rights for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code financing statement or by
appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (d) unless requested by the Administrative Agent, any personal property (other than personal property
described in clause (b) above) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code, (e) unless requested by the Administrative Agent, the Equity Interests of any direct or indirect
Foreign Subsidiary of a Loan Party, (f) any Property which is subject to a Lien securing purchase money indebtedness permitted under Section 8.04(d) pursuant to documents which prohibit such Loan Party from granting any other Liens
in such Property, (g) NMFFP Collateral, (h) the Equity Interests of any Foreign Subsidiary that is an Inactive Subsidiary, (i) Equity Interests of Omega Protein, Inc., (j) the Excluded Vessels, (k) Borrowers’ existing
account number 475053001 at JPMorgan Chase Bank, N.A. and the funds on deposit therein from time to time, (l) cash or cash equivalents deposited in a segregated account if a hedge provider requires Borrowers to cash collateralize a permitted
Hedge Agreement that Borrowers have entered into with such hedge provider, provided that such cash or cash equivalents shall only be Excluded Property so long as such hedge provider requires that such Hedge Agreements be cash collateralized, and
(m) subject to Section 7.14(c), the Additional Reedville Properties. 
 “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) Taxes imposed on or measured by net income (however denominated),
franchise Taxes (including margin Taxes and gross receipts Taxes) and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender,
its applicable Lending Office, located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any withholding Taxes imposed on amounts payable to
or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment, or (ii) such Lender changes
its applicable Lending Office, except in each case to the extent that pursuant to Section 4.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or
to such Lender immediately before it changed its applicable Lending Office, (c) any Taxes attributable to such Lender’s failure to comply with Section 4.11(f), and (d) any U.S. federal withholding Taxes imposed by FATCA.

 “Excluded Vessels” means the Vessels identified as “Excluded Vessels” on
Schedule 6.16; provided that if any such Vessel is not scrapped or sold within twelve (12) months of the Closing Date, such Vessel shall cease to be an Excluded Vessel. 

  
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 “Existing Letters of Credit” means those letters of credit existing on the
Closing Date and identified on Schedule 1.01. 
 “Existing Loan Agreement” has the meaning assigned
thereto in the Statement of Purpose. 
 “Extensions of Credit” means, as to any Lender at any time, (a) an
amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding,
(iii) such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans then outstanding or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires. 

“FATCA” means Sections 1471 through 1474 of the Code (as of the date hereof) and any regulations or official
interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the IRS); provided that FATCA shall also include any amendments or successor sections to Sections 1471 through 1474 of the
Code if, as amended, FATCA provides a commercially reasonable mechanism to avoid the tax imposed thereunder by satisfying the information reporting and other requirements of FATCA. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New
York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from
three (3) Federal Funds brokers of recognized standing selected by the Administrative Agent. 
 “Fee
Letter” means the separate fee letter agreement, dated as of March 21, 2012, among the Borrowers and the Administrative Agent. 
 “First Preferred Ship Mortgage” means each first preferred fleet mortgage or first preferred ship mortgage, in form and substance satisfactory to the Administrative Agent, executed and
delivered by a Loan Party in favor of the Mortgage Trust, or assigned to the Mortgage Trust by any prior mortgagee pursuant to an assignment, in form and substance satisfactory to the Administrative Agent, with respect to an Eligible Vessel, as such
mortgage may be amended, restated, supplemented or otherwise modified from time to time. 
 “Fishing Industry
Vessel” has the meaning set forth in 46 C.F.R. §356.3. 
 “Flood Hazard Property” has the meaning
assigned thereto in Section 5.01(d)(iii). 
 “Foreign Lender” means any Lender that is organized
under the laws of a jurisdiction other than that in which the Borrowers are residents for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction. 
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such
Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof and 

  
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(b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 
 “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to
the circumstances as of the date of determination, consistently applied. 
 “Governmental Authority” means the
government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Governmental Requirements” means any and all present and future judicial decisions, laws, statutes, rulings, rules,
regulations, permits, certificates, or ordinances of any Governmental Authority in any way applicable to any Borrower, any Guarantor or the Property, including the generality of the foregoing, the ownership, use, occupancy, possession, construction,
operation, maintenance, alteration, repair, or reconstruction thereof. 
 “Guarantors” means Protein Finance
Company, a Delaware corporation, Omega Shipyard, Inc., a Delaware corporation, Protein Industries, Inc., a Delaware corporation, Cyvex Nutrition, Inc., a California corporation, InCon Processing, L.L.C., a Delaware limited liability company and any
other Person which subsequently guaranties the payment and performance of the Obligations. 
 “Guaranty
Agreement” means the unconditional guaranty agreement of even date herewith executed by a Guarantor in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, which shall be in form and substance acceptable to the
Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time. 
 “Guaranty
Obligation” means, with respect to the Loan Parties and their Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any
Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial
statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided, that the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business. 
 “Hazardous Materials” include all materials defined as hazardous materials or hazardous substances under any Governmental Requirements relating to the environment, and petroleum,
petroleum products, oil and asbestos. 

  
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 “Hedge Agreement” means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other derivatives master agreement, all as amended, restated, supplemented or otherwise modified from time to time. 
 “Hedge Bank” means any Person that, at the time it enters into a Hedge Agreement permitted under Article VIII, is a Lender, an Affiliate of a Lender, the Administrative Agent
or an Affiliate of the Administrative Agent, in its capacity as a party to such Hedge Agreement. 
 “Hedge Termination
Value” means, in respect of any one (1) or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such
Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Hedge Agreements, as determined based upon one (1) or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

 “Inactive Subsidiary” means, subject to Section 7.19, any direct or indirect Subsidiary of Omega
Protein Corporation which is designated by Borrowers as an Inactive Subsidiary and which (a) individually has assets not exceeding $500,000.00 and (b) together with all other Inactive Subsidiaries, has assets not exceeding $2,500,000.00 in
the aggregate. As of the Closing Date, Omega International Marketing Company and Omega Protein Mexico S. de R.L. de. C.V. are the only Inactive Subsidiaries of Omega Protein Corporation. 

“Increased Amount Date” has the meaning assigned thereto in Section 4.13(a). 

“Indebtedness” means, with respect to any Person at any date and without duplication, the sum of the following:

 (a) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by
bonds, debentures, notes or other similar instruments of any such Person; 
 (b) all obligations to pay the deferred purchase
price of Property or services of any such Person (including all obligations under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary course of business not more than ninety (90) days past due, or
that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person; 

(c) the Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases and
Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP); 

  
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 (d) all obligations of such Person under conditional sale or other title retention
agreements relating to Property purchased by such Person to the extent of the value of such Property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

 (e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse
(but if not assumed by such Person or if limited in recourse, the amount thereof shall be equal to the lesser of the amount of such Indebtedness or the value of the encumbered Property of such Person securing the same); 

(f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn,
including any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person; 
 (g) all net
obligations of such Person under any Hedge Agreements; and 
 (h) all Guaranty Obligations of any such Person with respect to
any of the foregoing. 
 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such
Person. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 

“Indemnitee” has the meaning assigned thereto in Section 11.03(b). 

“Ineligible Vessel” means (a) the Vessels identified on Schedule 6.16 as collateral for the NMFFP
Financing permitted under Section 8.04(b), and (b) any Vessel that at the time of determination is mortgaged to secure any NMFFP Financing owed by any Loan Party under the NMFFP to the extent such NMFFP Financing is permitted under
Section 8.04(c); provided that if any such Vessel described in clause (a) or clause (b) above shall cease to secure any NMFFP Financing, including as the result of the satisfaction or discharge of such NMFFP Financing,
the release of all Loan Parties’ obligations thereunder or the release of such Vessel as security therefore, such Vessel shall no longer constitute an “Ineligible Vessel”. 

“Information” has the meaning assigned thereto in Section 11.11. 

“Interest Period” has the meaning assigned thereto in Section 4.01(b). 

“IRS” means the United States Internal Revenue Service, or any successor thereto. 

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber
of Commerce Publication No. 590. 
 “Issuing Lender” means (a) with respect to Letters of Credit
issued hereunder on or after the Closing Date, Wells Fargo, in its capacity as issuer thereof, or any successor thereto and (b) with respect to the Existing Letters of Credit, Wells Fargo, in its capacity as issuer thereof. 

  
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 “Joinder Agreement” has the meaning assigned thereto in
Section 7.19. 
 “Jones Act” means Section 27 of the Merchant Marine Act of 1920, as amended
(recodified at 46 U.S.C. § 55101 et seq.), and all successors statutes thereto, and any and all regulations promulgated under any thereof. 
 “L/C Commitment” means the lesser of (a) $15,000,000.00 and (b) the Revolving Credit Commitment. 
 “L/C Facility” means the letter of credit facility established pursuant to Article III. 
 “L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate
amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.05. 

“L/C Participants” means the collective reference to all the Lenders other than the Issuing Lender. 

“Lender” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have
become a party to this Agreement as a Lender pursuant to an Assignment and Assumption, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term
“Lenders” includes the Swingline Lender. 
 “Lending Office” means, with respect to any Lender, the
office of such Lender maintaining such Lender’s Extensions of Credit. 
 “Letter of Credit Application”
means an application, in the form specified by the Issuing Lender from time to time, requesting the Issuing Lender to issue a Letter of Credit. 
 “Letters of Credit” means the collective reference to letters of credit issued pursuant to Section 3.01 and the Existing Letters of Credit. 

“LIBOR” means, 
 (a) for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable
Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if
necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic
average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000.00 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time)
two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. 

(b) for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the
rate for deposits in Dollars in minimum amounts of at least $5,000,000.00 for a period equal to one (1) month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable
successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business 

  
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Day, then the immediately preceding Business Day (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any
applicable successor page) then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000.00
would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one (1) month commencing on such date of
determination. 
 Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent
manifest error. 
 “LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher
1/100th of 1%) determined by the Administrative Agent pursuant to the following formula: 
  

			
	LIBOR Rate =	  	 LIBOR

		  	1.00-Eurodollar Reserve Percentage

 “LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as
provided in Section 4.01(a). 
 “Lien” means any mortgage, ship mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). For the purposes of this
Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to
such asset. 
 “Loan Documents” means, collectively, this Agreement, each Note, the Letter of Credit
Applications, the Guaranty Agreements, the Collateral Documents, the Fee Letter, any applicable UCC-1 financing statements, any applicable FAA filings, any applicable stock powers, the Partner’s Certificates, the Officer’s Certificates,
the Notice of Final Agreement, each Joinder Agreement and each other document, instrument, certificate and agreement executed and delivered by the Loan Parties or any of their respective Subsidiaries in favor of or provided to the Administrative
Agent or any Secured Party in connection with this Agreement (excluding any Secured Hedge Agreement and any Secured Cash Management Agreement), all as may be amended, restated, supplemented or otherwise modified from time to time. 

“Loan Party” means, as applicable, any Borrower, any Guarantor, or any other Person who is, or whose Property is,
directly or indirectly liable for Obligations, and “Loan Parties” means, collectively, all of the above. 

“Loans” means the collective reference to the Revolving Credit Loans and the Swingline Loans, and
“Loan” means any of such Loans. 
 “MarAd” means the U.S. Maritime Administration. 

“Material Adverse Effect” means (i) a material adverse effect upon the validity or enforceability of any of the
Loan Documents, (ii) a material adverse change in, or a material adverse effect upon, the 

  
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condition (financial or otherwise), business, assets, prospects, or operations of any Loan Party, (iii) a material impairment of the ability of either Borrower to fulfill its obligations
under any of the Loan Documents, (iv) a material impairment of the ability of the Loan Parties taken as a whole to fulfill their obligations under any of the Loan Documents, or (v) a material impairment of the value of any Collateral from
time to time securing the Secured Obligations or the ability of the Administrative Agent or the Secured Parties to realize thereon. 
 “Maturity Date” means the earliest to occur of (a) March 21, 2017, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to
Section 2.05, or (c) the date of termination of the Revolving Credit Commitment pursuant to Section 9.02(a). 
 “Maximum Rate” means the higher of the maximum interest rate allowed by applicable federal or Texas law as amended from time to time and in effect on the date for which a determination of
interest accrued hereunder is made. The determination of the maximum rate permitted by applicable Texas law shall be made pursuant to the weekly ceiling as determined pursuant to Chapter 303 of the Texas Finance Code, but the Administrative
Agent on behalf of the Lenders reserve the right to implement from time to time any other rate ceiling permitted by such law. 

“Mortgage” means each mortgage, deed of trust or deed to secure debt, in form and substance satisfactory to the
Administrative Agent, that purports to grant to the Administrative Agent for the benefit of the Secured Parties, a Lien on the fee interests of any Loan Party in any real property, as such mortgage may be amended, restated, supplemented or otherwise
modified from time to time. 
 “Mortgage Trust” means the Omega Master Vessel Trust 2012, the Delaware
statutory trust, created pursuant to the Mortgage Trust Agreement. 
 “Mortgage Trust Agreement” means the
Master Vessel Trust Agreement between the Administrative Agent and the Mortgage Trustee pertaining to the Mortgage Trust. 

“Mortgage Trustee” means Wilmington, not in its individual capacity, but solely as trustee under the Mortgage Trust
Agreement, and each co-trustee, separate trustee and successor trustee appointed in accordance with the Mortgage Trust Agreement. 
 “Mortgaged Property” means any real property that is owned by a Loan Party and is subject to a Mortgage. 
 “Multiemployer Plan” has the meaning provided therefor in ERISA. 

“NMFFP” means the National Marine Fisheries Finance Program. 

“NMFFP Collateral” means (i) the Ineligible Vessels, (ii) any real property owned by any Loan Party and
identified in Schedule 6.17 as collateral for the NMFFP Financing and any real property that at the time of determination is mortgaged to secure any NMFFP Financing owed by any Loan Party to the extent such NMFFP Financing is permitted
by Section 8.04(c), and (iii) any equipment or other Property in which a Lien has been granted to secure NMFFP Financing permitted by Section 8.04(b) or (c). 

“NMFFP Financing” means any obligation, whether actual or contingent, to repay any amount advanced or that may be
advanced by the United States, acting under Title XI, by or through the Secretary of Commerce or any other instrumentality, pursuant to a loan guarantee made available pursuant to Title XI. 

  
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 “Non-Consenting Lender” means any Lender that does not approve any consent,
waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.02 and (b) has been approved by the Required Lenders. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 

“Notes” means the collective reference to the Revolving Credit Notes and the Swingline Note. 

“Notice of Account Designation” has the meaning assigned thereto in Section 2.03(b). 

“Notice of Borrowing” has the meaning assigned thereto in Section 2.03(a). 

“Notice of Conversion/Continuation” has the meaning assigned thereto in Section 4.02. 

“Notice of Final Agreement” has the meaning assigned thereto in Section 5.01(h)(ii). 

“Notice of Prepayment” has the meaning assigned thereto in Section 2.04(c). 

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest
on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities,
financial accommodations, obligations, covenants and duties owing by the Loan Parties and each of their respective Subsidiaries to the Lenders or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or Letter of
Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding up or adjustment of debts, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. 

“Officer’s Certificate” means, for each Loan Party that is a corporation or limited liability company, a
certificate executed by an authorized officer having attached thereto (i) a copy of its articles of incorporation or organization and bylaws or operating agreement, and all amendments thereto, a certificate of incumbency of all of its officers
who will be authorized to execute or attest any of the Loan Documents to which it is a party, and a copy of resolutions approving the Loan Documents to which it is a party and authorizing the transactions contemplated by this Agreement; and
(ii) certificates of existence and good standing issued by the appropriate governmental officials of the state in which such corporation or limited liability company is organized, and, if different, satisfactory evidence of good standing in the
state in which real estate, owned by it and mortgaged to the Administrative Agent on behalf of the Secured Parties, is located. 

“Officer’s Compliance Certificate” has the meaning assigned thereto in Section 7.01(d). 

“Other Connection Taxes” means, with respect to any Person, Taxes imposed as a result of a present or former connection
between such Person and the jurisdiction imposing such Tax (other than 

  
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connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under,
engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 
 “Other Taxes” means all present or future stamp, court or documentary taxes, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution,
delivery, performance, enforcement or registration of, or otherwise, with respect to, any Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment of any Loan or Commitment hereunder (other than an
assignment made pursuant to Section 4.12). 
 “Participant” has the meaning assigned thereto in
Section 11.10(d). 
 “Participant Register” has the meaning assigned thereto in
Section 11.10(d). 
 “Partner’s Certificate” means, for each Loan Party that is a partnership,
a certificate executed by an authorized officer having attached thereto (i) a true and complete copy of an executed copy of its partnership agreement and all amendments thereto, and (ii) for each limited partnership, a copy of the
certificate of limited partnership accompanied by a certificate that the copy is true and complete, issued by the appropriate governmental officials of the state in which such limited partnership is organized, and, if different, satisfactory
evidence of good standing in the state in which real estate, owned by it and mortgaged to the Administrative Agent on behalf of the Secured Parties, is located. 
 “PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended. 

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency. 

“Permitted Acquisitions” means investments consisting of an Acquisition by a Loan Party, provided that (a) the
Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Loan Parties were engaged in on the Closing Date (or any reasonable extensions or expansions thereof),
(b) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (c) Borrowers shall have delivered to
Lender a pro forma Officer’s Compliance Certificate demonstrating that, upon giving effect to such Acquisition (including any Indebtedness permitted pursuant to Section 8.04(l)), the Loan Parties would be in compliance with the
financial covenants set forth in Sections 7.16 through and including 7.18 on a pro forma basis, (d) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material
respects at and as if made as of the date of such Acquisition (after giving effect thereto), (e) if such transaction involves the purchase of an interest in a partnership between a Loan Party as a general partner and entities unaffiliated with
Borrowers as the other partners, such transaction shall be effected by having such Equity Interest acquired by a corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such
transaction, (f) immediately after giving effect to such Acquisition, there shall be at least $5,000,000.00 of availability existing under the Commitment, and (g) the aggregate consideration (including cash consideration and non-cash
consideration (other than Equity Interests of Omega Protein Corporation), any assumption of indebtedness, deferred purchase price and any earn-out payments) paid by the Loan Parties for all such Acquisitions during any fiscal year shall not exceed
the greater of (i) $30,000,000.00 or (ii) fifteen percent (15%) of the Tangible Net Worth of the Borrowers and their Subsidiaries as of the immediately prior fiscal quarter end prior to such Acquisitions (based on the most recent
fiscal quarter period for which financial statements are available). 

  
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 “Permitted Disposition” means (a) Dispositions of inventory in the
ordinary course of business, (b) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party that are made in the ordinary course of business, (c) Dispositions of Property by a Loan Party to
another Loan Party, provided that to the extent constituting an investment, such transaction is permitted by Section 8.09, (d) Dispositions of accounts receivable in connection with the collection or compromise thereof,
(e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Loan Parties, (f) the Disposition of cash equivalents for fair market value, (g) the Disposition of
Omega Protein, Inc.’s real property located in St. Mary Parish, Louisiana and municipally known as 100 Omega Lane, Amelia, Louisiana 70340 (with an alternate address of 1087 Degravelle Road, Morgan City Louisiana 70380) and related improvements
thereon, rents and profits (including, without limitation, a certain slip lease associated therewith referred to in Borrowers’ records as “Waterbottom Lease #395” and further known as boat slip for Gulf Protein, Inc. in St. Mary
Parish), and tangible personalty affixed to or used in connection with such real property and improvements, and (h) provided that Borrowers are in compliance with Section 7.17 (based on the most recent fiscal quarter period
for which financial statements are available) and no other Events of Default exist, the Disposition(s) of the Vessels named “Diamond Reef”, “Fleeton”, “Lancaster”, “Rappahannock” and “Tidelands”.

 “Permitted Liens” means (a) the Liens evidenced by the Loan Documents, (b) other Liens in favor of
the Administrative Agent on behalf of the Secured Parties, (c) Liens existing on the date hereof and listed on Schedule 8.01 (including Liens securing the NMFFP Financing) and any renewals or extensions thereof, provided that
(i) the scope of Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed, (d) Liens on Vessels
that at any time hereafter are mortgaged to secure NMFFP Financing permitted by Section 8.04(c), (e) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are
being Contested in Good Faith, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, (f) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable
are not overdue by more than forty-five (45) days, are unfiled and no other action has been taken to enforce the same or are being Contested in Good Faith, if adequate reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP, (g) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any funds in connection with workers’ compensation unemployment
insurance, old age pensions, or other social security programs, (h) deposits to secure the performance of bids, trade contracts and leases (other than indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business, (i) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which (1) are not Liens which secure other indebtedness or
obligations, and (2) in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the
applicable Person, (j) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(i), (k) Liens securing purchase money
indebtedness permitted under Section 8.04(d) (but only to the extent of the assets purchased with such purchase money indebtedness), (l) leases or subleases granted to others not interfering in any material respect with the business
of Borrowers or any of their Subsidiaries, (m) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted
by this Agreement, (n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions, (o) Liens of a collection bank arising under Section 4.210 of the Uniform Commercial Code on items
in 

  
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the course of collection, (p) maritime Liens on Vessels arising by operation of law in the ordinary course of business that are not overdue by more than forty five (45) days or are
being Contested in Good Faith, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor, (q) Liens on unearned insurance premiums securing indebtedness permitted under
Section 8.04(j), (r) Liens on cash collateral in a segregated account to secure permitted Hedge Agreements that Borrowers have entered into with hedge providers, (s) Liens on accounts receivables and inventory acquired in a
Permitted Acquisition securing Indebtedness permitted under Section 8.04(l), (t) other Liens on assets having an aggregate value not exceeding $1,000,000.00 at any time, and (u) that certain Judgment No. CO-2005-20036 against
Omega Protein, Inc. in favor of Jay Foster filed August 26, 2011 in Jackson County, Mississippi in the amount of $4,804.63. 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Platform” has the meaning assigned thereto in Section 11.01(e). 

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the
Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the
Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. 
 “Prohibited Transaction” has the meaning provided therefor in ERISA. 
 “Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests.

 “Public Lenders” means certain of the Lenders that may be “public-side” Lenders (i.e., Lenders
that do not wish to receive material non-public information with respect to the Borrowers or its securities). 

“Register” has the meaning assigned thereto in Section 11.10(c). 

“Reimbursement Obligation” means the obligation of the Borrowers to reimburse the Issuing Lender pursuant to
Section 3.05 for amounts drawn under Letters of Credit. 
 “Related Parties” means, with respect to
any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal,
discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material),
including the movement of any Hazardous Material through the air, soil, surface water or groundwater. 
 “Removal
Effective Date” has the meaning assigned thereto in Section 10.06(b). 
 “Reportable
Event” has the meaning provided therefor in ERISA. 

  
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 “Required Lenders” means, at any date, any combination of Lenders holding
at least fifty-one percent (51%) of the sum of the aggregate amount of the Commitments or, if the Commitments have been terminated, any combination of Lenders holding at least fifty-one percent (51%) of the aggregate Extensions of Credit
under this Agreement; provided that “Required Lenders” shall consist of at least two (2) Lenders, except as provided herein; provided further that the Commitment of, and the portion of the Extensions of Credit
under this Agreement, as applicable, held or deemed held by, any Defaulting Lender, any Loan Party and/or any Affiliate of any Loan Party shall be excluded for purposes of making a determination of Required Lenders. Except to the extent any Person
is a Defaulting Lender, any Lender and any Approved Fund administered or managed by such Lender or a Related Party to such Lender and any Affiliate of such Lender, each of which holds Commitments and/or Extensions of Credit, shall be deemed to be
one (1) Lender for purposes of determining whether “Required Lenders” consist of at least two (2) Lenders. 

“Resignation Effective Date” has the meaning assigned thereto in Section 10.06(a). 

“Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial officer,
controller, treasurer or assistant treasurer of such Person or any other officer of such Person reasonably acceptable to the Administrative Agent. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible
Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of
such Person. 
 “Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to
make Revolving Credit Loans to the account of the Borrowers hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on the Register, as such amount may be modified at any
time or from time to time pursuant to the terms hereof (including Section 4.13) and (b) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Credit Loans, as such amount may be modified at any time or from
time to time pursuant to the terms hereof (including Section 4.13). The aggregate Revolving Credit Commitment of all the Lenders on the Closing Date shall be $60,000,000.00. 

“Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the
Revolving Credit Commitment of such Lender to (b) the Revolving Credit Commitment of all the Lenders. 
 “Revolving
Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time.

 “Revolving Credit Facility” means the revolving credit facility established pursuant to
Article II (including any increase in such revolving credit facility pursuant to Section 4.13). 

“Revolving Credit Loan” means any revolving loan made to the Borrowers pursuant to Section 2.01 and all such
revolving loans collectively as the context requires. 
 “Revolving Credit Note” means a promissory note made
by the Borrowers in favor of a Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form attached as Exhibit A-1, and any amendments, supplements and modifications thereto, any substitutes
therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. 

  
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 “Revolving Credit Outstandings” means the sum of (a) with respect to
Revolving Credit Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as the case may be,
occurring on such date; plus (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit
taking effect on such date. 
 “Rules” has the meaning assigned thereto in Section 11.24.

 “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by
OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time. 
 “Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a
Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by
and between any Loan Party and any Cash Management Bank. 
 “Secured Hedge Agreement” means any Hedge Agreement
permitted under Article VIII, in each case that is entered into by and between any Loan Party and any Hedge Bank. 

“Secured Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and
other obligations owing by any Loan Party under (i) any Secured Hedge Agreement and (ii) any Secured Cash Management Agreement. 
 “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Lender, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 10.05, any other holder from time to time of any Secured Obligations and, in each case, their respective successors and permitted assigns. 

“Security Agreement” means each security agreement, pledge and other agreement, in form and substance satisfactory to
the Administrative Agent, that purport to grant to the Administrative Agent for the benefit of the Secured Parties, a security interest in the personal property of any Loan Party, as such agreement may be amended, restated, supplemented or otherwise
modified from time to time. 
 “Solvent” and “Solvency” mean, with respect to any Person on
any date of determination, that on such date (a) the fair value of the Property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the
assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that


  
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it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person’s Property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments
as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability. 
 “Subordinated Indebtedness” means the
collective reference to any Indebtedness incurred by the Borrowers or any of their Subsidiaries that is subordinated in right and time of payment to the Obligations on terms and conditions satisfactory to the Administrative Agent. 

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which
more than fifty percent (50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability
company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such
corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries”
herein shall refer to those of the Borrowers. 
 “Swingline Commitment” means the lesser of
(a) $5,000,000.00 and (b) the Revolving Credit Commitment. 
 “Swingline Facility” means the
swingline facility established pursuant to Section 2.02. 
 “Swingline Lender” means Wells Fargo in
its capacity as swingline lender hereunder or any successor thereto. 
 “Swingline Loan” means any swingline
loan made by the Swingline Lender to the Borrowers pursuant to Section 2.02, and all such swingline loans collectively as the context requires. 
 “Swingline Note” means a promissory note made by the Borrowers in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form
attached as Exhibit A-2, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. 

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP. 

“Tangible Net Worth” means at any time the consolidated stockholders equity of Borrowers and their consolidated
Subsidiaries plus Subordinated Indebtedness and minus intangibles (including goodwill, patents, trademarks, trade names, organization expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred
marketing expenses, and other like intangibles, and monies due from Affiliates, officers, directors, employees, shareholders, members or managers of Borrowers). 

  
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 “Taxes” means all present or future taxes, levies, imposts, duties,
deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. 

“Title XI” means Title XI of the Merchant Marine Act of 1936 and any and all regulations promulgated under any
provision thereof. 
 “Total Funded Debt” means, as of any date, with respect to Borrowers and their
consolidated Subsidiaries on a consolidated basis, without duplication, all indebtedness for borrowed money (including obligations under capitalized leases). 
 “UCC” means the Uniform Commercial Code as in effect in the State of Texas, as amended or modified from time to time. 

“Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (2007 Revision), effective July, 2007
International Chamber of Commerce Publication No. 600. 
 “United States” means the United States of
America. 
 “U.S. Citizen” means a person that (a) is an “eligible owner” within the meaning of
46 U.S.C. § 12103(b), and any and all successor statutes thereto, and any and all regulations promulgated under any thereof, and (b) satisfies the ownership requirements of 46 U.S.C. § 12113(c) (if such Person is an entity)
and 46 C.F.R. 356.3(e), and any and all successor statutes thereto, and any and all regulations promulgated under any thereof. 

“U.S. Coast Guard” means the United States Coast Guard, a military organization under the Department of Homeland
Security. 
 “U.S. Fisheries Trade” means processing, storing, transporting (except in foreign commerce),
catching, taking and harvesting fish in the navigable waters of the United States or in the Exclusive Economic Zone, and landing any catch, wherever caught, in the United States. 

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the
Code. 
 “U.S. Tax Compliance Certificate” has the meaning assigned to such term in
Section 4.11(f). 
 “Vessels” means, at any time, each of the vessels owned by any Loan Party at
such time, including the vessels listed on Schedule 6.16, in each case together with all their engines, boilers, machinery, masts, anchors, cables, rigging, nets, tackle, apparel, furniture, boats, chains, equipment and all other
appurtenances to such vessels whether aboard or removed from such vessels, together with any and all additions, improvements and/or replacements which may hereafter be made to, on or in such vessels or any part thereof. 

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such contingency.

 “Wells Fargo” means Wells Fargo Bank, National Association, a national banking association, and its
successors. 

  
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 “Wilmington” means Wilmington Trust Company, a Delaware trust company, and
any Person appointed as a successor trustee in accordance with the Mortgage Trust Agreement, in their individual capacities. 

“Withholding Agent” means the Borrower and/or the Administrative Agent, as applicable. 

Section 1.02 Other Definitions and Provisions. With reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word
“will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (j) in the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including” and (k) Section headings herein
and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 Section 1.03 Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited
financial statements required by Section 7.01, except as otherwise specifically prescribed herein (including as prescribed by Section 11.09). Notwithstanding the foregoing, for purposes of determining compliance with any
covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrowers and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825
and FASB ASC 470-20 on financial liabilities shall be disregarded. 
 Section 1.04 UCC Terms. Terms defined in the UCC in
effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination,
to the UCC then in effect. 
 Section 1.05 Rounding. Any financial ratios required to be maintained by the Borrowers
pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one (1) place more than the number of places by which such ratio or percentage is expressed herein and rounding
the result up or down to the nearest number (with a rounding-up if there is no nearest number). 
 Section 1.06 References to
Agreement and Laws. Unless otherwise expressly provided herein, (a) references to formation documents, governing documents, agreements (including the Loan 

  
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Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Applicable Law. 
 Section 1.07 Times of Day. Unless otherwise specified,
all references herein to times of day shall be references to Central time (daylight or standard, as applicable). 
 Section 1.08
Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof
contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent
reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit). 
 Section 1.09 Guaranty Obligations. Unless otherwise specified, the amount of any Guaranty Obligation shall be the lessor of the principal amount of the obligations guaranteed and still outstanding
and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation. 
 ARTICLE II 
 REVOLVING CREDIT FACILITY 

Section 2.01 Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in
reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrowers from time to time from the Closing Date until the Maturity Date as requested by the Borrowers in
accordance with the terms of Section 2.03; provided, that (a) the aggregate Revolving Credit Outstandings at any time shall not exceed the Revolving Credit Commitment at such time and (b) the Revolving Credit Exposure of
any Lender shall not at any time exceed such Lender’s Revolving Credit Commitment. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate
principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrowers may borrow, repay and reborrow Revolving Credit Loans hereunder until the Maturity Date. 

Section 2.02 Swingline Loans. 
 (a) Availability. Subject to the terms and conditions of this Agreement, the Swingline Lender may in its sole discretion make Swingline Loans to the Borrowers from time to time from the Closing
Date until the Maturity Date; provided, that (a) after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment at any time and (b) the aggregate principal amount of all
outstanding Swingline Loans (after giving effect to any amount requested), shall not exceed the Swingline Commitment. 
 (b)
Refunding. 
 (i) Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such
refundings shall be made by the Lenders in accordance with their respective 

  
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Revolving Credit Commitment Percentages and shall thereafter be reflected as Revolving Credit Loans of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its
respective Revolving Credit Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding
Business Day after such demand is made. No Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Revolving Credit Commitment
Percentage of a Swingline Loan, nor shall any Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan. 

(ii) The Borrowers shall pay to the Swingline Lender on demand the amount of such Swingline Loans to the extent amounts
received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrowers hereby authorize the Administrative Agent to charge any account maintained by the
Borrowers with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the
outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrowers from the Swingline Lender in bankruptcy or otherwise, the loss of
the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Revolving Credit Commitment Percentages (unless the amounts so recovered by or on behalf of the Borrowers pertain to a Swingline Loan extended
after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 10.03 and which such Event of Default has not been waived by the
Required Lenders or the Lenders, as applicable). 
 (iii) Each Lender acknowledges and agrees that its obligation
to refund Swingline Loans in accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Article V. Further,
each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one (1) of the events described in Section 9.01(g) shall have occurred, each Lender will, on the date
the applicable Revolving Credit Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Revolving Credit Commitment Percentage of the aggregate amount of such Swingline
Loan. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Lender a certificate evidencing such
participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any
payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s
participating interest was outstanding and funded). 
 (c) Defaulting Lenders. Notwithstanding anything to the contrary
contained in this Agreement, this Section 2.02 shall be subject to the terms and conditions of Section 4.14 and Section 4.15. 

  
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 Section 2.03 Procedure for Advances of Revolving Credit Loans and Swingline Loans.

 (a) Requests for Borrowing. The Borrowers shall give the Administrative Agent irrevocable prior written notice
substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three
(3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate
Loans (other than Swingline Loans) in an aggregate principal amount of $1,000,000.00 or a whole multiple of $500,000.00 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $2,000,000.00 or a whole
multiple of $500,000.00 in excess thereof and (z) with respect to Swingline Loans in an aggregate principal amount of $100,000.00 or a whole multiple of $100,000.00 in excess thereof, (C) whether such Loan is to be a Revolving Credit Loan
or Swingline Loan, (D) in the case of a Revolving Credit Loan, whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. A Notice of
Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing. 

(b) Disbursement of Revolving Credit Loans and Swingline Loans. Not later than 1:00 p.m. on the proposed borrowing date,
(i) each Lender will make available to the Administrative Agent, for the account of the Borrowers, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit
Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrowers, at the office of the Administrative Agent in
funds immediately available to the Administrative Agent, the Swingline Loans to be made on such borrowing date. The Borrowers hereby irrevocably authorize the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this
Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrowers identified in the most recent notice substantially in the form attached as Exhibit C (a “Notice of Account
Designation”) delivered by the Borrowers to the Administrative Agent or as may be otherwise agreed upon by the Borrowers and the Administrative Agent from time to time. Subject to Section 4.07 hereof, the Administrative Agent
shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Revolving Credit Commitment
Percentage of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b). 

Section 2.04 Repayment and Prepayment of Revolving Credit Loans and Swingline Loans. 

(a) Repayment on Termination Date. The Borrowers hereby agree to repay the outstanding principal amount of (i) all Revolving
Credit Loans in full on the Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.02(b) (but, in any event, no later than the Maturity Date), together, in each case, with all accrued but unpaid interest thereon.

 (b) Mandatory Prepayments. If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment,
the Borrowers agree to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied
first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral
into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 9.02(b)). 

  
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 (c) Optional Prepayments. The Borrowers may at any time and from time to time prepay
Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given
not later than 11:00 a.m. (i) on the same Business Day as each prepayment of Base Rate Loans and each Swingline Loan and (ii) at least three (3) Business Days before each prepayment of LIBOR Rate Loans, specifying the date and
amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent
shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000.00 or a whole
multiple of $500,000.00 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $2,000,000.00 or a whole multiple of $500,000.00 in excess thereof with respect to LIBOR Rate Loans and $100,000.00 or a whole multiple of
$100,000.00 in excess thereof with respect to Swingline Loans or in any case if lower, the unpaid principal balance of the Loans to be prepaid. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day.

 (d) Limitation on Prepayment of LIBOR Rate Loans. The Borrowers may not prepay any LIBOR Rate Loan on any day other
than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 4.09 hereof. 

(e) Hedge Agreements. No repayment or prepayment pursuant to this Section shall affect any of the Borrowers’ obligations
under any Hedge Agreement. 
 Section 2.05 Permanent Reduction of the Revolving Credit Commitment. 

(a) Voluntary Reduction. The Borrowers shall have the right at any time and from time to time, upon at least two (2) Business
Days prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an
aggregate principal amount not less than $3,000,000.00 or any whole multiple of $1,000,000.00 in excess thereof. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Lender according to its
Revolving Credit Commitment Percentage. All commitment fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination. 

(b) Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of
principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to an aggregate amount not greater than the Revolving Credit Commitment and if the aggregate
amount of all outstanding Letters of Credit exceeds the Revolving Credit Commitment as so reduced, the Borrowers shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such
excess. If applicable, such Cash Collateral shall be applied in accordance with Section 9.02(b). Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and
Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Swingline Commitment and the Revolving Credit
Facility. If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.09 hereof. 

  
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 Section 2.06 Termination of Revolving Credit Facility. The Revolving Credit Facility
and the Revolving Credit Commitments shall terminate on the Maturity Date. 
 ARTICLE III 

LETTER OF CREDIT FACILITY 
 Section 3.01 L/C Commitment. 
 (a) Availability. Subject to the
terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the
Borrowers on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing
Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Revolving Credit Outstandings would exceed the Revolving Credit
Commitment. Each Letter of Credit shall (A) be denominated in Dollars in a minimum amount of $100,000.00, (or such lesser amount as agreed to by the Issuing Lender), (B) be a standby letter of credit issued to support obligations of the
Borrowers or any other Loan Party, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to
automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the Maturity Date unless the L/C
Obligations have been Cash Collateralized no later than the Maturity Date and (D) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not
inconsistent therewith, the laws of the State of Texas. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed
any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context
otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. 

(b) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, Article III shall be
subject to the terms and conditions of Section 4.14 and Section 4.15. 
 Section 3.02 Procedure for
Issuance of Letters of Credit. The Borrowers may from time to time request that the Issuing Lender issue Letters of Credit by delivering to the Issuing Lender at the Administrative Agent’s Office a Letter of Credit Application therefor,
completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the Issuing Lender shall
process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.01 and
Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit
Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and
the Borrowers. The Issuing Lender shall promptly furnish to the Borrowers a copy of such Letter of Credit and promptly notify each Lender of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the
amount of such Lender’s participation therein. 

  
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 Section 3.03 Commissions and Other Charges. 

(a) Letter of Credit Commissions. Subject to Sections 4.14 and 4.15, the Borrowers shall pay to the
Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in the amount equal to the daily amount available to be drawn under such Letter of Credit times
the Applicable Margin in effect from time to time with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar
quarter, on the Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant
to this Section 3.03 in accordance with their respective Revolving Credit Commitment Percentages. 
 (b) Issuance
Fee. In addition to the foregoing commission, the Borrowers shall pay to the Administrative Agent, for the account of the Issuing Lender, standard bank fees and charges of the Issuing Lender for the issuance of each Letter of Credit. Such
issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the
Administrative Agent. 
 (c) Other Costs. In addition to the foregoing fees and commissions, the Borrowers shall pay or
reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in effecting payment under, amending or otherwise administering any Letter of Credit. 

Section 3.04 L/C Participations. 
 (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s
Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrowers through a Revolving Credit Loan or otherwise in accordance
with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment
Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. 
 (b) Upon becoming aware of any
amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.04(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall
notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date
such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate


  
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as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times
(iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in
the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business
Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. 
 (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in
accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrowers or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C
Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing
Lender the portion thereof previously distributed by the Issuing Lender to it. 
 Section 3.05 Reimbursement Obligation of
the Borrowers. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds,
the Issuing Lender on each date on which the Issuing Lender notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in
Section 3.03(c) incurred by the Issuing Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Lender that the Borrowers intend to reimburse the Issuing Lender for such drawing from other
sources or funds, the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of
(a) such draft so paid and (b) any amounts referred to in Section 3.03(c) incurred by the Issuing Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in
such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance
with this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in
Section 2.03(a) or Article V. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender as provided above, the unreimbursed amount of such
drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

 Section 3.06 Obligations Absolute. The Borrowers’ obligations under this Article III (including the
Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrowers may have or have had against the Issuing Lender or any beneficiary
of a Letter of Credit or any other Person. The Borrowers also agree that the Issuing Lender and the L/C Participants shall not be responsible for, and the Borrowers’ Reimbursement Obligation under Section 3.05 shall not be affected
by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrowers and any beneficiary of
any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrowers against any beneficiary of such 

  
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Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Issuing Lender’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable
judgment. The Borrowers agree that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct shall be
binding on the Borrowers and shall not result in any liability of the Issuing Lender or any L/C Participant to the Borrowers. The responsibility of the Issuing Lender to the Borrowers in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such
presentment are in conformity with such Letter of Credit. 
 Section 3.07 Effect of Letter of Credit Application. To the
extent that any provision of any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply. 

ARTICLE IV 

GENERAL LOAN PROVISIONS 
 Section 4.01 Interest. 
 (a) Interest Rate Options. Subject to the
provisions of this Section, at the election of the Borrowers, (i) Revolving Credit Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin (provided that the
LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Borrowers have delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent
indemnifying the Lenders in the manner set forth in Section 4.09 of this Agreement) and (ii) any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. The Borrowers shall select the rate of interest and
Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.02. Any Loan or any portion thereof as to which the Borrowers
have not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan. 
 (b) Interest Periods. In
connection with each LIBOR Rate Loan, the Borrowers, by giving notice at the times described in Section 2.03 or 4.02, as applicable, shall elect an interest period (each, an “Interest Period”) to be applicable to
such Loan, which Interest Period shall be a period of one (1) month, two (2) months, three (3) months, or six (6) months; provided that: 

(i) the Interest Period shall commence on the date of advance or continuation of or conversion to any LIBOR Rate Loan and,
in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires; 

(ii) the Borrowers may not select any Interest Period that ends after the Maturity Date; 

(iii) Interest Periods commencing on the same date for LIBOR Rate Loans comprising part of the same Loan shall be of the
same duration; 

  
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 (iv) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, that if such extension would cause the last day of such Interest Period to occur in the next
following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; 

(v) with respect to LIBOR Rate Loans, if any Interest Period begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; and 
 (vi) there shall be no more than five (5) Interest Periods in effect at any time. 
 (c) Default Rate. Subject to Section 9.03, (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 9.01(a) or (g), or
(ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the Borrowers shall no longer have the option to request LIBOR Rate Loans, Swingline Loans or Letters of
Credit, (B) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the end of the applicable Interest
Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, (C) all outstanding Base Rate Loans and other Obligations arising hereunder or under any
other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Loan
Document and (D) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by or against the Borrowers of any petition seeking any
relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign. 

(d) Interest Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on the last Business Day
of each calendar quarter commencing March 30, 2012; and interest on each LIBOR Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months, at the
end of each three (3) month interval during such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the
basis of a 365/366-day year). 
 (e) Maximum Rate. In accordance with the provisions of Section 11.04, in no
contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the Maximum Rate. 

Section 4.02 Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred
and is then continuing, the Borrowers shall have the option to (a) convert at any time all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $1,000,000.00 or any whole multiple of
$100,000.00 in excess thereof into one (1) or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,000,000.00 or a
whole multiple of $500,000.00 in excess thereof into Base Rate Loans (other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrowers desire to convert or continue Loans as provided above, the
Borrowers shall give the 

  
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Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m.
three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or
continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the
Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation. 

Section 4.03 Fees. 
 (a) Commitment Fee. Commencing on the Closing Date, subject to Sections 4.14 and 4.15, the Borrowers shall pay to the Administrative Agent, for the account of the Revolving
Credit Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to 0.375% on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the
Defaulting Lenders, if any); provided, that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating the Commitment Fee. The Commitment Fee shall be payable in
arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing March 30, 2012 and ending on the date upon which all Obligations (other than contingent indemnification obligations not then due) arising
under the Revolving Credit Facility shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Revolving Credit Commitment has been terminated.
Such commitment fee shall be distributed by the Administrative Agent to the Lenders (other than any Defaulting Lender) pro rata in accordance with such Lenders’ respective Revolving Credit Commitment Percentages. 

(b) Other Fees. The Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the
amounts and at the times specified in the Fee Letter. The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. 

Section 4.04 Manner of Payment. 
 (a) Sharing of Payments. Each payment by the Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation)
payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders
entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time shall be deemed to have been made on the next succeeding Business
Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the Credit
Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or
of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’
commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account
of the Administrative Agent and any amount payable to any Lender under Sections 4.09, 4.10, 4.11 or 11.03 shall be paid to the Administrative Agent 

  
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for the account of the applicable Lender. Subject to Section 4.01(b)(iv), if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it
shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment. 

(b) Defaulting Lenders. Notwithstanding the foregoing clause (a), if there exists a Defaulting Lender each payment by the
Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 4.14(b). 
 Section 4.05
Evidence of Indebtedness. 
 (a) Extensions of Credit. The Extensions of Credit made by each Lender shall be
evidenced by one (1) or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Extensions of Credit made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect
of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender
(through the Administrative Agent) a Revolving Credit Note and/or Swingline Note, as applicable, which shall evidence such Lender’s Revolving Credit Loans and/or Swingline Loans, as applicable, in addition to such accounts or records. Each
Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 
 (b) Participations. In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 
 Section 4.06 Adjustments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other
obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 4.09, 4.10,
4.11 or 11.03) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at
face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that 
 (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of
such recovery, without interest, and 
 (ii) the provisions of this paragraph shall not be construed to apply to
(A) any payment made by the Borrowers pursuant to and in accordance with the express terms of this 

  
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Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 4.14 or
(C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to the Loan Parties
or any of its Subsidiaries (as to which the provisions of this paragraph shall apply). 
 Each Loan Party consents to the foregoing and agrees,
to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. 
 Section 4.07
Obligations of Lenders. 
 (a) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with Section 2.03(b) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If
the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such
period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrowers shall be without prejudice to
any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(b) Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make
the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. The failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrowers shall not relieve it or any
other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan
available on the borrowing date. 
 Section 4.08 Changed Circumstances. 

(a) Circumstances Affecting LIBOR Rate Availability. In connection with any request for a LIBOR Rate Loan or a Base Rate Loan as
to which the interest rate is determined with reference to LIBOR or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest
error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which


  
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determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a
proposed LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined with reference to LIBOR or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that
the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrowers. Thereafter, until the
Administrative Agent notifies the Borrowers that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Base Rate Loan as to which the interest rate is determined with reference to LIBOR and the right of the
Borrowers to convert any Loan to or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR shall be suspended, and (A) in the case of LIBOR Rate Loans, the Borrowers shall
either (1) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 4.01(d)), on the last day of the then current
Interest Period applicable to such LIBOR Rate Loan; or (2) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day
of such Interest Period; or (B) in the case of Base Rate Loans as to which the interest rate is determined by reference to LIBOR, the Borrowers shall convert the then outstanding principal amount of each such Loan to a Base Rate Loan as to
which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period. 
 (b) Laws
Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental
Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan
as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrowers and the other Lenders. Thereafter,
until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, and
the right of the Borrowers to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the Borrowers may
select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully
continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR
for the remainder of such Interest Period. 
 Section 4.09 Indemnity. Each Borrower, jointly and severally, hereby
indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which
such funds were obtained) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrowers to
make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrowers to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan 

  
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on a date other than the last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such
Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrowers through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

 Section 4.10 Increased Costs. 
 (a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing Lender; 

(ii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter
of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by
Section 4.11 and the imposition of, or any change in the rate of any Excluded Tax payable by such Lender or the Issuing Lender); or 
 (iii) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of
Credit or participation therein; 
 and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting
to, continuing or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon
written request of such Lender or the Issuing Lender, the Borrowers shall promptly pay to any such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case
may be, for such additional costs incurred or reduction suffered. 
 (b) Capital Requirements. If any Lender or the
Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital requirements, has or
would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the
Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the
Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such
Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time upon written request of such Lender or such Issuing Lender the Borrowers shall promptly pay to such Lender or the Issuing Lender, as
the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. 

  
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 (c) Certificates for Reimbursement. A certificate of a Lender or the Issuing Lender
setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrowers, shall be
conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. 

(d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Lender pursuant to this
Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased
costs or reductions, and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect thereof). 
 Section 4.11 Taxes.

 (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrowers hereunder or
under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes , except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding
Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or
withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrowers shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this Section 4.11(a)) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been
made. 
 (b) Payment of Other Taxes by the Borrowers. The Borrowers shall timely pay to the relevant Governmental
Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 
 (c) Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.11) payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the
Administrative Agent or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

 (d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten
(10) days after demand therefor, for (i) any Indemnified Taxes 

  
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attributable to such Lender (but only to the extent that the Borrowers has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the
Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.10 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to
such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this paragraph (d). 
 (e) Evidence of Payments. As soon as practicable after any payment of Taxes by
the Borrowers to a Governmental Authority pursuant to this Section 4.11, the Borrowers shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (f) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the
Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable
Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by
Applicable Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.11(f)(i),
(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender. 
 Without limiting the generality of the foregoing, in the event that the Borrowers
is a U.S. Person: 
 (i) any Lender that is a U.S. Person shall deliver to the Borrowers and the Administrative
Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of IRS Form W-9 certifying that
such Lender is exempt from U.S. backup withholding Tax; 
 (ii) any Foreign Lender shall deliver to the Borrowers
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the
Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: 
 (A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under


  
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any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax
treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty; 
 (B) executed originals of IRS Form W-8ECI; 

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a
“U.S. Tax Compliance Certificate”) and (y) duly executed originals of IRS Form W-8BEN; 

(D) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS
Form W 8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as
applicable; or 
 (E) any other form (in such number of copies as shall be requested by the recipient) prescribed
by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers or the
Administrative Agent to determine the withholding or deduction required to be made. 
 (iii) if a payment made to
a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such
documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the
Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
For purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the
Borrowers and the Administrative Agent in writing of its legal inability to do so. 
 (g) Treatment of Certain Refunds.
If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been 

  
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indemnified pursuant to this Section (including additional amounts paid by the Borrowers pursuant to this Section), it shall pay to the applicable indemnifying party an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such
Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable indemnifying party, upon the request of the
Administrative Agent, such Lender or the Issuing Lender, agrees to repay the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative
Agent, the Issuing Lender or any Lender be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the Administrative Agent or Lender in a less favorable net after-Tax position than
the Administrative Agent or Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to
make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person. 
 (h) Survival. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section shall survive the
payment in full of the Obligations and the termination of the Commitments. 
 (i) Issuing Bank. For purposes of this
Section 4.11, the term “Lender” includes any Issuing Bank. 
 Section 4.12 Mitigation Obligations;
Replacement of Lenders. 
 (a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 4.10, or requires the Borrowers to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, then such Lender shall, at the request of the Borrowers,
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.10 or Section 4.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) Replacement of Lenders. If any Lender requests compensation under Section 4.10, or if the Borrowers are required
to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, or if any Lender declines to make a LIBOR Rate Loan or Base Rate Loan as to which the interest rate is
determined with reference to LIBOR or a conversion or continuation thereof pursuant to Section 4.08, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with
Section 4.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an
Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: 
 (i) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.10; 

  
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 (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 4.09) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); 

(iii) in the case of any such assignment resulting from a claim for compensation under Section 4.10 or
payments required to be made pursuant to Section 4.11, such assignment will result in a reduction in such compensation or payments thereafter; 
 (iv) such assignment does not conflict with Applicable Law; and 

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall
have consented to the applicable amendment, waiver or consent. 
 A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 

Section 4.13 Increase in Revolving Credit Commitment. 
 (a) Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative Agent (which shall promptly notify the Lenders in accordance with its
customary practice), the Borrowers may from time to time, request an increase in the aggregate Revolving Credit Commitments by an aggregate principal amount not exceeding $10,000,000.00; provided that such increase shall not be less than a
minimum principal amount of $10,000,000.00. Such notice shall specify the date (an “Increased Amount Date”) on which the Borrowers propose that any such increase in the aggregate Revolving Credit Commitments shall be effective,
which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent, which date may be adjusted by the Borrowers and the Administrative Agent. 

(b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent by the proposed Increased Amount Date whether
or not it agrees to increase its Revolving Credit Commitment, which shall be at such Lender’s sole discretion to elect or decline, and, if so, whether by an amount equal to, greater than, or less than its Revolving Credit Commitment Percentage
of such requested increase. 
 (c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent
shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Required Lenders and the approvals required for an
Eligible Assignee, the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. 

(d) Allocations. If the aggregate Revolving Credit Commitments are increased in accordance with this Section 4.13, the
Administrative Agent and the Borrowers shall determine the final allocation of such increase. The Administrative Agent shall, in accordance with its customary practice, promptly notify the Borrowers and the Lenders of the final allocation of such
increase. 

  
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 (e) Conditions to Effectiveness of Increase. Any such increase of the aggregate
Revolving Credit Commitments shall be effective as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before and after giving effect to (A) any increase in the
aggregate Revolving Credit Commitments, and (B) the making of any Loans pursuant thereto, (ii) the Borrowers shall deliver to the Administrative Agent an Officer’s Compliance Certificate of the Borrowers dated as of the Increased
Amount Date (in sufficient copies for each Lender) certifying that the Borrowers will be in pro forma compliance (based on the most recent fiscal quarter period for which financial statements are available) with the financial covenants set out in
Sections 7.16 and 7.17 of this Agreement both before and after giving effect to (A) any increase in the aggregate Revolving Credit Commitments, and (B) the making of any Loans pursuant thereto, (iii) Borrowers shall pay
any upfront fees or other fees, costs and expenses associated with any addition of additional Lenders pursuant to Section 4.13(c); (iv) the outstanding Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be
reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders in accordance with their revised Commitment Percentages and the Lenders agree to make all payments and adjustments necessary to effect such
reallocation and the Borrowers shall pay any and all costs required pursuant to Section 4.09 in connection with such reallocation as if such reallocation were a repayment; and (v) the Borrowers shall deliver or cause to be delivered
any customary legal opinions or other documents (including a resolution duly adopted by the board of directors (or equivalent governing body) of the Borrowers authorizing such increase in the Revolving Credit Commitments) reasonably requested by
Administrative Agent in connection with any such transaction. 
 (f) Conflicting Provisions. This
Section 4.13 shall supersede any provisions in Sections 4.06 or 11.02 to the contrary. 
 Section 4.14
Cash Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent, the Issuing Lender or the Swingline Lender (with a copy to the Administrative
Agent), the Borrowers shall Cash Collateralize the Fronting Exposure of the Issuing Lender and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 4.15(a)(iv) and any
Cash Collateral provided by such Defaulting Lender) in an amount equal to such Fronting Exposure. 
 (a) Grant of Security
Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Swingline Lender, and agrees to maintain, a first
priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans, to be applied pursuant to subsection (c) below. If at any
time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent, the Issuing Lender and the Swingline Lender as herein provided or that the total amount of such Cash
Collateral is less than the applicable Fronting Exposure, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such
deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). 
 (b) Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.14 or Section 4.15 in respect of Letters of Credit and Swingline Loans shall be applied to the satisfaction
of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash
Collateral was so provided, prior to any other application of such Property as may otherwise be provided for herein. 

  
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 (c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof)
provided to reduce the Fronting Exposure of the Issuing Lender and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 4.14 following (i) the elimination of the
event which occasioned the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, the Issuing Lender and the Swingline Lender that
there exists excess Cash Collateral; provided that, subject to Section 4.15, the Person providing Cash Collateral, the Issuing Lender and the Swingline Lender may agree that Cash Collateral shall be held to support future anticipated
Fronting Exposure or other obligations. 
 Section 4.15 Defaulting Lenders. 

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: 
 (i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the
definition of Required Lenders. 
 (ii) Defaulting Lender Waterfall. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a
Defaulting Lender pursuant to Section 9.07 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Fronting
Exposure of the Issuing Lender and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 4.14; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the
funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the
Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded
participations under this Agreement and (B) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement,
in accordance with Section 4.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lender or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the
Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of
any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit
or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in
Section 5.02 were satisfied or waived, such payment shall be applied 

  
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solely to pay the Loans of, and funded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the
Lenders pro rata in accordance with the Commitments under the Credit Facility without giving effect to Section 4.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

 (iii) Certain Fees. 

(A) Each Defaulting Lender shall not be entitled to receive any Commitment Fee for any period during which that Lender is
a Defaulting Lender. 
 (B) Each Defaulting Lender shall be entitled to receive letter of credit commissions
pursuant to Section 3.03 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash
Collateral pursuant to Section 4.14. 
 (C) With respect to any letter of credit commission not
required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such
Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to each Issuing Lender and Swingline Lender, as applicable, the
amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, unless Cash Collateral has been provided with respect to
such Fronting Exposure, and (3) not be required to pay the remaining amount of any such fee. 
 (iv)
Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their
respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) no Event of Default exists at such time, and (y) such reallocation does not cause the aggregate
Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender
arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot,
or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, (x) first, repay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting
Exposure and (y) second, Cash Collateralize the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 4.14. 

  
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 (b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, the Issuing
Lender and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the
Credit Facility (without giving effect to Section 4.15(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 (c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that
it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure
after giving effect thereto. 
 ARTICLE V 
 CONDITIONS OF CLOSING AND BORROWING AND COLLATERAL 
 Section 5.01
Conditions to Closing. The obligation of the Lenders to close this Agreement and the amendment and restatement of the Existing Loan Agreement is subject to the satisfaction of each of the following conditions: 

(a) Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Lender requesting a Revolving Credit Note, a
Swingline Note in favor of the Swingline Lender and the Collateral Documents (including any amendment, reaffirmation or assignment thereof), together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered
to the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder. 
 (b) Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: 

(i) Officer’s Certificate. A certificate from a Responsible Officer of the Borrowers to the effect that
(A) all representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified
by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); (B) none of the Loan Parties is in violation of any of the covenants contained in this
Agreement and the other Loan Documents; (C) no Default or Event of Default has occurred and is continuing; (D) since September 30, 2011, no event has occurred or condition arisen, either individually or in the aggregate, that could
reasonably be expected to have a Material Adverse Effect; and (E) each of the Loan Parties, as applicable, has satisfied each of the conditions set forth in Section 5.01 and Section 5.02. 

  
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 (ii) Certificate of Secretary of each Loan Party. A certificate of a
Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and
complete copy of (A) the articles or certificate of incorporation or formation of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or
formation, (B) the bylaws or other governing document of such Loan Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the
transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to
Section 5.01(b)(iii). 
 (iii) Certificates of Good Standing. Certificates as of a recent date
of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business and, to the extent
available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Loan Party has filed required tax returns and owes no delinquent taxes. 

(iv) Opinions of Counsel. Favorable opinions of counsel to the Loan Parties addressed to the Administrative Agent
and the Lenders with respect to the Loan Parties, the Loan Documents and such other matters as the Lenders shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the addressees thereof). 

(c) Personal Property Collateral and Aircraft Collateral. 

(i) Filings and Recordings. The Administrative Agent shall have received all filings and recordations (including
all UCC financing statements and FAA filing documents) that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence
reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon. 

(ii) Pledged Collateral. The Administrative Agent shall have received (A) original stock certificates or other
certificates evidencing the Equity Interests pledged pursuant to the Collateral Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory
note pledged pursuant to the Collateral Documents together with an undated endorsement for each such promissory note duly executed in blank by the holder thereof. 

(iii) Lien Search. The Administrative Agent shall have received the results of a Lien search (including a search as
to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect
in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party
are free and clear of any Lien (except for Permitted Liens). 
 (iv) Insurance. The Administrative Agent
shall have received evidence of all insurance, required pursuant to Section 7.04, evidence of payment of all insurance premiums for 

  
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the current policy year of each (with appropriate endorsements naming the Administrative Agent as lender’s loss payee (and mortgagee, as applicable) on all such policies for property hazard
insurance and as additional insured on all policies for liability insurance, and if requested by the Administrative Agent, copies of such insurance policies. 
 (v) As to Aircraft. The Administrative Agent shall have received an Aircraft Security Agreement, duly executed by each Loan Party that owns any aircraft, together with an aircraft title memorandum
as to each aircraft evidencing that such aircraft is free and clear of all Liens other than Permitted Liens. 
 (d) Real
Property Collateral. 
 (i) Title Insurance. The Administrative Agent shall have received a marked-up
commitment for a policy of title insurance or an acceptable endorsement to an existing policy of title insurance, insuring the Secured Parties’ first priority Liens and showing no Liens prior to the Secured Parties’ Liens other than
Permitted Liens for ad valorem taxes not yet due and payable, with title insurance companies acceptable to the Administrative Agent on the Property subject to a Mortgage with the final title insurance policy or endorsement being delivered within
thirty (30) days after the Closing Date. Further, the Borrowers agree to provide or obtain any customary affidavits and indemnities as may be required or necessary to obtain title insurance satisfactory to the Administrative Agent. 

(ii) Title Exceptions. The Administrative Agent shall have received copies of all recorded documents creating
exceptions to the title policy or endorsement referred to in Section 5.01(d)(i). 
 (iii) Matters
Relating to Flood Hazard Properties. Evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard
Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan
Party’s written acknowledgment of receipt of written notification from Lender (x) as to the fact that such Mortgaged Property is a Flood Hazard Property and (y) as to whether the community in which each such Flood Hazard Property is
located is participating in the National Flood Insurance Program, and (3) copies of certificates of insurance of the Loan Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent on behalf
of the Secured Parties, as first mortgagee/loss payee, and, if requested by the Administrative Agent, copies of such flood insurance policies and all endorsements thereto. 

(iv) Surveys. A survey of the sites of the real property covered by the Mortgages certified to Administrative Agent
and the title insurance company issuing the policies or endorsements referred to in this Section 5.01(d) below in a manner reasonably satisfactory to each of the Administrative Agent and such title insurance company, dated a date
reasonably satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which surveys shall be sufficient to delete any standard printed survey exception contained in the
applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 2005
with all items from Table A thereof completed, except for Nos. 1, 5, 12, 14 and 15. 

  
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 (v) Tax Issues. Evidence satisfactory to the Administrative Agent:
(A) of the identity of all taxing authorities and utility districts (or similar authorities) having jurisdiction over each Mortgaged Property or any portion thereof; (B) that all taxes, standby fees and any other similar charges have been
paid, including copies of receipts or statements marked “paid” by the appropriate authority; and (C) that each Mortgaged Property is a separate tax lot or lots with separate assessment or assessments of the land and the improvements
thereon, independent of any other land or improvements and that each Mortgaged Property is a separate legally subdivided parcel (delivery of relevant title insurance policy endorsements acceptable to the Administrative Agent shall be deemed to
satisfy this clause (C)). 
 (vi) Environmental Assessments. The Administrative Agent shall have
received a Phase I environmental assessment and such other environmental report reasonably requested by the Administrative Agent regarding each parcel of real property subject to a Mortgage by an environmental engineering firm acceptable to the
Administrative Agent showing no environmental conditions in violation of Environmental Laws or liabilities under Environmental Laws, either of which could reasonably be expected to have a Material Adverse Effect. 

(vii) Other Real Property Information. The Administrative Agent shall have received such other certificates,
documents and information as are reasonably requested by the Lenders, including landlord agreements/waivers, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance
satisfactory to the Administrative Agent. 
 (e) Vessels. 

(i) Mortgage Trust Agreement. The Administrative Agent shall have received a duly authorized, executed and
delivered Mortgage Trust Agreement, together with a trust receipt, as such term is defined therein, for a First Preferred Ship Mortgage and an Assignment of Insurances with respect to each Vessel that is an Eligible Vessel. 

(ii) First Preferred Ship Mortgages and Assignment of Insurances. The Administrative Agent shall have received a
copy of a First Preferred Ship Mortgage, duly executed by each Loan Party that owns an Eligible Vessel, together with U.S. Coast Guard documentation, records and abstracts, including copies of a valid U.S. Coast Guard Certificate of Documentation
with a valid fishery endorsement issued (or coastwise trade endorsements, as their use may require) with respect to each such Eligible Vessel, demonstrating that each such Eligible Vessel is duly documented with the U.S. Coast Guard and authorized
for employment in the U.S. Fisheries Trade and/or the U.S. coastwise trade and that each such Eligible Vessel is free and clear of all Liens other than Permitted Liens and an Assignment of Insurances, duly executed by each Loan Party that owns an
Eligible Vessel. 
 (iii) Recording of First Preferred Ship Mortgages. The Administrative Agent shall have
received evidence of recording of the First Preferred Ship Mortgages with the U.S. Coast Guard National Vessel Documentation Center. 
 (f) Consents; Defaults. 
 (i) Governmental and Third
Party Approvals. The Loan Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent)
in connection with the transactions contemplated by this Agreement and the other Loan Documents 

  
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and the other transactions contemplated hereby, including those required pursuant to 46 C.F.R. §356.19(b)(6) and (c) and, to the extent required, 46 U.S.C. §31322(f)(2), and all
applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Loan Parties or such other transactions or that
could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect. 

(ii) No Injunction, Etc. No action, proceeding, investigation, regulation or legislation shall have been
instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby. 
 (g) Financial Matters. 

(i) Financial Statements. The Administrative Agent shall have received the unaudited consolidated balance sheet of
the Borrowers and their Subsidiaries as of September 30, 2011 and related unaudited consolidated interim statements of income and retained earnings. 
 (ii) Financial Condition/Solvency Certificate. Each Borrower shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, and
certified as accurate by the chief financial officer of such Borrower, that after giving effect to this Agreement and the transactions contemplated hereby, such Borrower is Solvent and the Loan Parties, on an aggregate basis, are Solvent.

 (iii) Payment at Closing. The Borrowers shall have paid (A) to the Administrative Agent, the
Arranger and the Lenders the fees set forth or referenced in Section 4.03 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly
to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such
fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent) and
(C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any
of the Loan Documents. 
 (h) Miscellaneous. 

(i) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing from the Borrowers in
accordance with Section 2.03(a) and a Notice of Account Designation specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed. 

  
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 (ii) Notice of Final Agreement. Each Loan Party shall have executed a
notice in compliance with the provisions of Section 26.02 of the Texas Business and Commerce Code (the “Notice of Final Agreement”). 

(iii) PATRIOT Act. The Loan Parties shall have provided to the Administrative Agent and the Lenders the
documentation and other information requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act. 
 (iv) Collateral Protection Insurance Notice. The Borrowers shall have provided to the Administrative Agent the collateral protection insurance notice required under Texas law. 

(v) Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the
transactions contemplated by this Agreement shall be satisfactory in form and substance to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments reasonably requested
thereby, with respect to the transactions contemplated by this Agreement. 
 Without limiting the generality of the provisions of the last
paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Closing Date specifying its objection thereto. 
 Section 5.02 Conditions to All Extensions of
Credit. The obligations of the Lenders to make or participate in any Extensions of Credit (including the initial Extension of Credit), convert or continue any Loan (other than the automatic conversion of LIBOR Rate Loans to Base Rate Loans
pursuant to this Agreement) and/or the Issuing Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing, continuation, conversion, issuance or extension date:

 (a) Continuation of Representations and Warranties. The representations and warranties contained in
Article VI shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and
correct in all respects on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date, except for any such representation and warranty that by its terms is made only as of an
earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation
and warranty shall be true and correct in all respects as of such earlier date. 
 (b) No Existing Default. No Default or
Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the
issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date. 
 (c) Notices. The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the Borrowers in accordance with
Section 2.03(a) or Section 4.02, as applicable. 

  
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 (d) Additional Documents. The Administrative Agent shall have received each
additional document, instrument, legal opinion or other item reasonably requested by it. 
 Section 5.03 Assets of
Borrowers. The payment and performance of the Secured Obligations shall be secured by a first and superior Lien against all of the assets of each Borrower (other than Excluded Property) pursuant to the terms of one or more Security Agreements,
Mortgages, First Preferred Ship Mortgages, Assignments of Insurances, Aircraft Security Agreements, and other appropriate Collateral Documents. Upon the Administrative Agent’s request, Borrowers will, with respect to deposit accounts and
investment property held with a financial intermediary other than the Administrative Agent, cause such financial intermediary to enter into a control agreement with the Administrative Agent in form and substance satisfactory to the Administrative
Agent. 
 Section 5.04 Assets of Subsidiaries. The payment and performance of the Secured Obligations shall be secured by
a first and superior Lien (subject only to Permitted Liens) against all of the assets (other than Excluded Property) of each Subsidiary other than Inactive Subsidiaries pursuant to the terms of one or more Security Agreements, Mortgages, First
Preferred Ship Mortgages, Assignments of Insurances, Aircraft Security Agreements, and other appropriate Collateral Documents. Upon the Administrative Agent’s request, such Subsidiaries will, with respect to deposit accounts and investment
property held with a financial intermediary other than the Administrative Agent, cause such financial intermediary to enter into a control agreement with the Administrative Agent in form and substance satisfactory to the Administrative Agent.

 Section 5.05 Guaranty. The payment and performance of the Secured Obligations shall be unconditionally guaranteed by
the Guarantors, pursuant to one or more Guaranty Agreements, which shall be satisfactory in form and substance to the Administrative Agent. 
 ARTICLE VI 
 REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES

 To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make
Extensions of Credit, the Loan Parties, jointly and severally, hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and
warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 5.02, that: 
 Section
6.01 No Liens. Each Loan Party has good and defensible title to all of its assets, and none of such assets are subject to any Lien except for Permitted Liens. 
 Section 6.02 Financial Statements. The financial statements of each Borrower heretofore delivered to the Administrative Agent and any Lender have been prepared in accordance with GAAP and fairly
present such Borrower’s financial condition as of the date or dates thereof, and there have been no material adverse changes in such Borrower’s financial condition or operation since the date or dates thereof. 

Section 6.03 Good Standing. Omega Protein Corporation is a corporation, duly organized, validly existing and in good standing
under the laws of Nevada and has the power and authority to own its Property and to carry on its business in each jurisdiction in which it does business and in which the failure to be so qualified would (when considered alone or when aggregated with
the effect of failure to qualify in all other jurisdictions) have a Material Adverse Effect. Omega Protein, Inc. is a corporation, duly organized, validly existing and in good standing under the laws of Virginia and has the power and


  
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authority to own its Property and to carry on its business in each jurisdiction in which it does business and in which the failure to be so qualified would (when considered alone or when
aggregated with the effect of failure to qualify in all other jurisdictions) have a Material Adverse Effect. Each of the Guarantors is a corporation, duly organized, validly existing and in good standing under the laws of Delaware and has the power
and authority to own its Property and to carry on its business in each jurisdiction in which it does business and in which the failure to be so qualified would (when considered alone or when aggregated with the effect of failure to qualify in all
other jurisdictions) have a Material Adverse Effect. 
 Section 6.04 Authority and Compliance. Each Loan Party has full
power and authority to execute, deliver and perform the Loan Documents to which it is a party and to incur and perform the obligations provided for therein. No consent or approval of any Governmental Authority or other third party (including any
approvals required by the provisions of 46 C.F.R. § 356.19(b)(6) and (c) and, to the extent applicable, 46 U.S.C. § 31322(f)(2)) is required as a condition to the validity or performance of any Loan Document other than those
which have already been obtained and are in full force and effect and filings to perfect Liens created by the Loan Documents, and each Loan Party is in compliance in all material respects with all Governmental Requirements to which it is subject.

 Section 6.05 Binding Agreements. This Agreement and the other Loan Documents executed by each Loan Party constitute
valid and legally binding obligations of such Loan Party, enforceable in accordance with their terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’
rights generally and general equitable principles). 
 Section 6.06 Litigation. Except as set forth on
Schedule 6.06, there are no proceedings involving any Loan Party pending or, to the knowledge of any Loan Party, threatened before any court or Governmental Authority, agency or arbitration authority that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. 
 Section 6.07 No Conflicting Agreements.
There is no charter, bylaw, stock provision, partnership agreement or other document pertaining to the power or authority of any Loan Party and no provision of any existing agreement, mortgage, indenture or contract binding on any Loan Party or
affecting any Property of any Loan Party, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement and the other Loan Documents. 

Section 6.08 Taxes. All federal, state and other material taxes and assessments due and payable by each Loan Party have been paid
or are being Contested in Good Faith. Each Loan Party has filed all federal, state and other material tax returns which it is required to file. 
 Section 6.09 No Default. No Event of Default exists and no Default has occurred and is continuing. 
 Section 6.10 Adverse Circumstances. Neither the business nor any Property of any Loan Party is presently affected by any fire, explosion, accident, strike, lockout, or other dispute, embargo, act
of God, act of public enemy, or similar event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. 
 Section 6.11 Accuracy of Information. To the best of each Loan Party’s knowledge, all factual information furnished to the Administrative Agent and any Lender in connection with this Agreement
and the other Loan Documents (other than projections and other forward looking statements) is and will be accurate and complete on the date as of which such information is delivered to the Administrative Agent and any Lender and is not and will not
be incomplete by the omission of any 

  
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material fact necessary to make such information not misleading. Projections and other forward looking information provided to the Administrative Agent and any Lender were prepared or made by
Borrowers in good faith and based upon good faith estimates and assumptions believed reasonable by management of Borrowers at the time made, but the parties acknowledge that such information is not a representation as to future results. 

Section 6.12 ERISA. As of the date hereof, to the extent any (aggregate or alone) of the following could reasonably be expected to
have a Material Adverse Effect, (i) each Loan Party is in compliance in all material respects with all applicable provisions of ERISA; (ii) neither a Reportable Event nor a Prohibited Transaction has occurred and is continuing with respect
to any ERISA Plan; (iii) no notice of intent to terminate an ERISA Plan has been filed, nor has any ERISA Plan been terminated; (iv) no Loan Party nor any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan; and
(v) each Loan Party and each ERISA Affiliate have met their minimum funding requirements under ERISA with respect to all of their ERISA Plans. 
 Section 6.13 Environmental. The conduct of each Loan Party’s business operations and the condition of each Loan Party’s Property does not and will not violate any federal laws, rules or
ordinances for environmental protection, or regulations of the Environmental Protection Agency, or any applicable local or state law, rule, regulation or rule of common law, or any judicial interpretation thereof relating primarily to the
environment or Hazardous Materials if, as a result thereof, a Material Adverse Effect could reasonably be expected to result therefrom. 
 Section 6.14 Subsidiaries. No Borrower has any Subsidiaries except those listed on Schedule 6.14. 
 Section 6.15 OFAC. No Loan Party nor any Affiliate of a Loan Party: (a) is a Sanctioned Person, (b) has more than ten percent (10%) of its assets in such Sanctioned Persons as
described in clause (b) of the definition of “Sanctioned Person”, or (c) derives more than ten percent (10%) of its operating income from investments in, or transactions with Sanctioned Persons. No proceeds of any Loan will
be used and have not been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person. 
 Section 6.16 Vessels. On the date hereof, no Loan Party owns any Vessels other than the Vessels set forth on Schedule 6.16. Schedule 6.16 identifies each Vessel owned on the
date hereof that secures NMFFP Financing permitted by Section 8.04(b). Each Loan Party that owns a Vessel is a U.S. Citizen and each Vessel is owned by a U.S. Citizen. Each Vessel is in compliance with all Governmental Requirements
applicable to Vessels documented under U.S. flag and engaged in the U.S. Fisheries Trade, duly documented in the name of the applicable Loan Party under the laws and flag of the United States with a valid fishery endorsement, or coastwise trade
endorsement, as its use may require, on its U.S. Coast Guard Certificate of Documentation, and duly qualified for the U.S. Fisheries Trade and/or the U.S. coastwise trade, except where failure to so comply could not reasonably be expected to result
in a Material Adverse Effect or could result in loss or forfeiture of its fishery endorsement or disqualify it from operating in the U.S. Fisheries Trade, if it has a fishery endorsement to the Certificate of Documentation. 

Section 6.17 Real Property. Set forth on Schedule 6.17 is a list of all real property located in the United States
that is owned or leased by the Loan Parties as of the Closing Date (including an indication of any owned real property pledged to secure NMFFP Financings). 
 Section 6.18 Aircraft. Set forth on Schedule 6.18 is a list of all aircraft (including serial number, year and N-number) owned by the Loan Parties as of the Closing Date. Each of the
Loan Parties that owns any aircraft are “citizens of the United States” as such term in defined in § 40102(a)(15) of the Federal Aviation Act. 

  
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 Section 6.19 Perfection of Security Interests in Collateral. Each Collateral
Document, including the First Preferred Ship Mortgages and Assignment of Insurances, creates in favor of the Administrative Agent or the Mortgage Trust on behalf of the Secured Parties a Lien that has attached in the Collateral secured thereby. Upon
the (a) filing of the UCC-1 financing statements in each appropriate jurisdiction, (b) recording of the notices of grants of security interests referred to in the Security Agreements in the United States Patent and Trademark Office and the
United States Copyright Office, as applicable, (c) recording of any Mortgages, (d) filing of any Aircraft Security Agreements, (e) filing with the U.S. Coast Guard National Vessel Documentation Center of a First Preferred Ship
Mortgage with respect to each U.S. flagged Eligible Vessel, and (f) taking possession of any Collateral with respect to which the Administrative Agent’s interest may only be perfected by possession, such Liens on the Collateral granted
thereby shall be perfected, first priority security interests (subject to Permitted Liens), and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens,
other than the filing of continuation statements in accordance with Applicable Law. Within fifteen (15) Business Days following the Closing Date, the Administrative Agent shall cause the Mortgage Trustee to release of record each Excluded
Vessel and each Ineligible Vessel which is subject to any First Preferred Ship Mortgage as of the Closing Date. 
 Section 6.20
Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of any future Loan and in all instances shall be
true and correct in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such future Loan, such representations and warranties shall
continue to be true and correct as of such specified earlier date. 
 ARTICLE VII 

AFFIRMATIVE COVENANTS 
 Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been
Cash Collateralized) and the Commitments terminated, each Borrower will, and each other Loan Party (except in the case of the covenants set forth in Sections 7.01, 7.16, 7.17, and 7.18) will: 

Section 7.01 Financial Statements and Other Information. Deliver or cause to be delivered to the Administrative Agent (which shall
promptly make such information available to the Lenders in accordance with its customary practice): 
 (a) Annual Financial
Statements. Within one hundred twenty (120) days of a Borrower’s fiscal year end, such Borrower’s annual financial statements (including a balance sheet, profit and loss statement and statement of cash flows, with supporting
schedules). These financial statements must be audited (with an unqualified opinion) by an independent certified public accountant acceptable to the Administrative Agent. The financial statements shall be prepared on a consolidated basis and in
reasonable detail. 
 (b) Quarterly Financial Statements. Within forty five (45) days of the period’s end
(excluding the last period in each fiscal year), such Borrower’s quarterly financial statements (including a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules), certified and dated by an authorized
financial officer of such Borrower. These financial statements may be Borrower prepared. The financial statements shall be prepared on a consolidated basis and in reasonable detail. 

  
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 (c) SEC Filings. Copies of such Borrower’s Form 10-K Annual Report, Form 10-Q
Quarterly Report and Form 8-K Current Report promptly after the date of filing with the SEC. 
 (d) Officer’s Compliance
Certificate. Within the period(s) provided in Section 7.01(a) and (b) above, an Officer’s Compliance Certificate of Borrowers in the form of Exhibit F attached hereto (an “Officer’s
Compliance Certificate”) signed by authorized financial officers of Borrowers setting forth (i) the information and computations (in sufficient detail) to establish that Borrowers are in compliance with all financial covenants at the
end of the period covered by the financial statements then being furnished and (ii) whether there existed as of the date of such financial statements and whether there exists as of the date of the certificate, any Event of Default under this
Agreement and, if any such Event of Default exists, specifying the nature thereof and the action Borrowers are taking and proposes to take with respect thereto. 
 (e) Update of Schedules. Within the period(s) provided in Section 7.01(a) above, a report signed by a Responsible Officer of Omega Protein Corporation that supplements Schedules
6.06, 6.14, 6.16, 6.17 and 6.18, such that, as supplemented, such Schedules would be accurate and complete as of such date. 
 (f) Vessels. (i) Within the period(s) provided in Section 7.01(a) above, a report detailing the flag (if other than the United States) and, with respect to each Vessel which has been
relocated to any area other than the Atlantic seaboard or the Gulf Coast, the then current location of each of the Vessels; and (ii) within five (5) days after receipt of notice or knowledge by any Loan Party, notice of (A) any arrest
of any Vessel or the exercise or purported exercise of any Lien on any Vessel, (B) any intended deactivation or lay-up of any Vessel, or (C) any loss of any material certification, including any fishery endorsement, with respect to any
Vessel, excluding for purposes of this clause, notices pertaining to the Ineligible Vessels and Excluded Vessels. 
 (g)
Projections. Within thirty (30) days of each fiscal year end of such Borrower, such Borrower’s annual projections, specifying the assumptions used in creating the projections. 

(h) Additional Information. Such additional information, reports and statements with respect to the business operations and
financial condition of such Borrower as the Administrative Agent or any Lender may reasonably request from time to time. 

Section 7.02 Adverse Conditions or Events. Promptly advise the Administrative Agent (which shall promptly make such information
available to the Lenders in accordance with its customary practice) in writing of (a) any condition, event or act which comes to its attention that would or might materially adversely affect any Loan Party’s financial condition or
operations, the Collateral from time to time securing the Secured Obligations, or Lender’s rights under the Loan Documents, (b) any litigation filed by or against any Loan Party which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, (c) the occurrence of any Event of Default, or of any Default, or the failure of any Loan Party to observe any of its undertakings hereunder or under any of the other Loan Documents, (d) any
uninsured or partially uninsured loss through fire, theft, liability or Property damage in excess of an aggregate of $5,000,000.00, and (e) any other event which has or could have a Material Adverse Effect. 

Section 7.03 Taxes and Other Obligations. Pay all of such Loan Party’s taxes, assessments and other obligations, including
taxes and assessments and lawful claims which, if unpaid, might by law become a Lien against the assets of such Loan Party, as the same become due and payable, except to the extent the same are being Contested in Good Faith. 

  
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 Section 7.04 Insurance. Keep its properties of an insurable nature (including all
Vessels, aircraft, and all real property) insured at all times against such risks and to the extent that like properties are customarily insured by other companies engaged in the same or similar businesses similarly situated, maintain insurance of
the types (including worker’s compensation insurance, liability insurance and casualty insurance) and in the coverage amounts and with reasonable deductibles as are usual and customary, with financially sound and reputable insurance companies
not Affiliates of the Loan Parties. Such Loan Party shall promptly give the Mortgage Trustee (if applicable) and the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary
procedure) notice of any cancellation, alteration or amendment of an insurance policy received by it from an insurer or from the operator. If requested by the Administrative Agent, such insurance policies shall (a) provide that the
Administrative Agent shall receive prompt notice of any claims filed thereunder; (b) include a standard mortgagee clause in favor of the Administrative Agent on behalf of the Secured Parties with loss payable for all claims of $5,000,000.00 or
more to the Administrative Agent on behalf of the Secured Parties; and (c) provide that no adverse alteration or cancellation thereof shall be effective as against the Administrative Agent on behalf of the Secured Parties until thirty
(30) days after written notice of such alteration or cancellation is given to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary procedure). Each Loan Party shall
deliver to the Administrative Agent certificates of insurance coverage on the Closing Date and thereafter as and when requested by the Administrative Agent, and, if requested by the Administrative Agent, copies of such insurance policies and all
endorsements thereto. 
 Section 7.05 Compliance with Governmental Requirements. (a) Comply in all material respects
with all applicable Governmental Requirements (including the Jones Act and all laws applicable to the U.S. Fisheries Trade) and provide evidence thereof to the Administrative Agent if requested by the Administrative Agent, and (b) comply with
and satisfy all legal requirements of each Vessel’s home port, now or hereafter from time to time in effect, in order that such Vessel shall continue to be documented pursuant to the laws of the jurisdiction of its home port with such
endorsements as shall qualify such Vessel for participation in trades and services to which it may be dedicated from time to time and not do or allow to be done anything whereby such documentation is or could reasonably be expected to be forfeited.

 Section 7.06 Environmental. Except where failure to do so would not reasonably be expected to cause a Material Adverse
Effect, each Loan Party will comply in all material respects with all environmental, health, and safety laws and regulations applicable to it. The Loan Parties shall immediately notify the Administrative Agent of any material remedial action taken
by any Loan Party under environmental laws with respect to such Loan Party’s business operations. Except where failure to do so would not reasonably be expected to cause a Material Adverse Effect, the Loan Parties will not use or permit any
other party to use any Hazardous Materials at any of their places of business or at any other Property owned by the Loan Parties except such materials as are incidental to the Loan Parties’ normal course of business, maintenance and repairs and
which are handled in compliance with all applicable environmental laws. Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent reasonably
believes has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 6.13 to be untrue in any material respect, furnish or cause to be furnished to the Administrative Agent, at the Loan
Parties’ expense, a report of an environmental assessment of said occurrence or discovery in reasonable scope, form and depth (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the
Administrative Agent. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such 

  
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written request, then the Administrative Agent may arrange for the same, and the Loan Parties hereby grant to the Administrative Agent and its representatives access to such real properties to
reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Loan
Parties on demand and added to the obligations secured by the Collateral Documents. The Loan Parties shall provide the Administrative Agent, its agents, contractors, employees and representatives with access to and copies of any and all data and
documents relating to or dealing with any Hazardous Materials used, generated, manufactured, stored or disposed of by their business operations within ten (10) days of the request therefor. 

Section 7.07 Compliance with Material Agreements. Comply in all respects with all existing and future agreements, indentures,
mortgages, or documents which are binding upon it or affect any of its properties or business, a breach of which (when considered alone or when aggregated with the effect of other breaches) could have a Material Adverse Effect. 

Section 7.08 Maintenance of Records. Keep at all times books and records of account in accordance with GAAP in which full, true
and correct entries will be made of all dealings or transactions in relation to the business and affairs of such Loan Party, and such Loan Party will provide adequate protection against loss or damage to such books of record and account. 

Section 7.09 Inspection of Books and Records. Allow any representative of the Administrative Agent or any Lender to visit and
inspect its properties, to examine its books of record and account and to discuss its affairs, finances and accounts with any of its officers, directors, employees and agents, all at such reasonable times and as often as the Administrative Agent or
any Lender may request. 
 Section 7.10 Existence and Qualification. Preserve and maintain its existence and good
standing in each jurisdiction in which qualification is required and where failure to so qualify could reasonably be expected to have a Material Adverse Effect. 
 Section 7.11 [Reserved]. 
 Section 7.12 Vessel Covenants. Maintain a valid
U.S. Coast Guard Certificate of Documentation with a valid fishery endorsement (or coastwise trade endorsement, as its use may require) and a current U.S. Coast Guard Certificate of Inspection for each Vessel identified on Schedule 6.16
as a U.S. flagged Vessel, (b) comply with all material (i) U.S. Coast Guard requirements and NMFFP requirements, (ii) manning requirements of each Vessel and (iii) requirements of the protection and indemnity and hull
underwriters as is necessary to ensure full insurance coverage of each Vessel, and (c) promptly, satisfy all maritime Liens, other than Liens created pursuant to the First Preferred Ship Mortgages and any other Permitted Liens. 

Section 7.13 Citizenship. Each Loan Party that owns a Vessel shall qualify at all times as a U.S. Citizen and shall cause such
Vessel to be in compliance with all laws applicable to the Vessels documented under U.S. flag and engaged in the U.S. Fisheries Trade, duly documented in the name of the relevant Loan Party under the laws and flag of the United States with a valid
fishery endorsement (or coastwise trade endorsement, as its use may require) on its U.S. Coast Guard Certificate of Documentation, and duly qualified for the U.S. Fisheries Trade and/or the U.S. coastwise trade. 

Section 7.14 Additional Collateral. 
 (a) Collateral Other Than Vessels. (i) Cause all of the owned and leased real and personal property (other than Excluded Property) of each Loan Party to be subject at all times to first
priority, 

  
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perfected and, in the case of real property (whether leased or owned), title insured Liens in favor of the Administrative Agent on behalf of the Secured Parties to secure the Secured Obligations
pursuant to the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent or the Required Lender (through the Administrative Agent) may
reasonably request in connection with the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, Officer’s Certificates, Partner’s
Certificates, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative
Agent’s (on behalf of the Secured Parties) Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent or the Required Lenders, as applicable. 

(b) Vessels. Upon the acquisition by a Loan Party of an Eligible Vessel, upon an Excluded Vessel ceasing to be an Excluded Vessel,
or upon an Ineligible Vessel ceasing to be an Ineligible Vessel, unless such Vessel is, or is to be, subject to a Lien securing indebtedness permitted under Section 8.04(c), such Loan Party shall execute and deliver to the Mortgage
Trustee, for the benefit of the Administrative Agent and the Secured Parties, (i) a First Preferred Ship Mortgage granting the Mortgage Trust, for the benefit of the Administrative Agent and the Secured Parties, a Lien in such Vessel to secure
the Obligations, (ii) an Assignment of Insurances granting the Mortgage Trust, for the benefit of the Administrative Agent and the Secured Parties, a Lien in the insurances in respect of such Vessel, together with the proceeds thereof, to
secure the Secured Obligations, and (iii) such evidence of corporate authority to enter into such First Preferred Ship Mortgage and Assignment of Insurances as the Administrative Agent or the Mortgage Trustee may reasonably request. 

(c) Additional Reedville Properties. Upon completion of construction of a building to house meal-bagging operations or similar
improvements to an existing building on any real property constituting Additional Reedville Properties or any adjacent real property to the Additional Reedville Properties, the Additional Reedville Properties shall cease to be Excluded Property, and
the Borrowers shall cause such Properties to be subject at all times to a first priority, perfected and title insured Lien in favor of the Administrative Agent on behalf of the Secured Parties to secure the Secured Obligations, subject in any case
to Permitted Liens, and shall deliver such documentation set forth in Section 5.01, including Section 5.01(d), reasonably required by the Administrative Agent. 

Section 7.15 Further Assurances. Make, execute or endorse, acknowledge and deliver or file or cause the same to be done, all such
vouchers, invoices, notices, certifications and additional agreements, undertakings, conveyances, deeds of trust, mortgages, assignments, financing statements or other assurances, and take any and all such other actions as the Administrative Agent
or the Required Lenders (through the Administrative Agent) may from time to time deem necessary or appropriate in connection with this Agreement or any of the other Loan Documents (i) to cure any defects in the creation of the Loan Documents,
or (ii) to evidence further or more fully describe, perfect or realize on the Collateral intended as security, or (iii) to correct any omissions in the Loan Documents, or (iv) to state more fully the security for the Secured
Obligations, or (v) to perfect, protect or preserve any Liens pursuant to any of the Loan Documents, or (vi) for better assuring and confirming unto the Administrative Agent on behalf of the Secured Parties all or any part of the security
for any of the Secured Obligations. 
 Section 7.16 Minimum Tangible Net Worth. Maintain on a consolidated basis Tangible
Net Worth equal to at least the sum of the following: (a) $150,000,000.00, plus (b) fifty percent (50%) of net income (if positive, with no deduction for losses) earned in each quarterly accounting period commencing after
June 30, 2011, plus (c) one hundred percent (100%) of the net proceeds from any Equity Interests issued after the date of this Agreement, plus (d) one hundred percent (100%) of any increase in stockholders’ equity
resulting from the conversion of debt securities to Equity Interests after the date of 

  
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this Agreement. Tangible Net Worth for purposes of this calculation shall exclude Other Comprehensive Income/Loss as set forth in the Borrowers’ applicable financial statements. This
covenant will be tested at the end of each fiscal quarter. 
 Section 7.17 Asset Coverage Ratio. Maintain on a
consolidated basis an Asset Coverage Ratio of at least 2.50 to 1.00. This ratio will be calculated at the end of each fiscal quarter. 
 Section 7.18 Minimum Profitability. Maintain a positive Adjusted Profitability. This covenant will be tested at the end of each fiscal quarter, measured on a trailing four (4) quarter basis
for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such determination date. 

Section 7.19 Covenant to Guarantee Obligations and Give Security. Upon the formation or acquisition of any new direct or indirect
Domestic Subsidiary by any Loan Party and/or upon any existing Inactive Subsidiary that is a Domestic Subsidiary having or acquiring assets such that it will no longer satisfy the conditions to be an Inactive Subsidiary as provided in the definition
of “Inactive Subsidiary” in Section 1.01, then Borrowers shall, at Borrowers’ expense, within thirty (30) days after such formation, acquisition or conversion from an Inactive Subsidiary status: 

(a) cause such Subsidiary to execute and deliver to the Administrative Agent a joinder agreement substantially in the form of
Exhibit I (a “Joinder Agreement”); 
 (b) furnish to the Administrative Agent a description
of the real and personal properties of such Subsidiary, in detail satisfactory to the Administrative Agent, together with the documentation, evidence, consents and other items called for by Section 5.01; 

(c) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to become a
Guarantor and to grant a Lien against all of its assets (other than Excluded Property) by executing and delivering to the Administrative Agent on behalf of the Secured Parties such Collateral Documents, as specified by and in form and substance
satisfactory to the Administrative Agent, as the Administrative Agent shall deem appropriate for such purpose; 
 (d) cause such
Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and
the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent on behalf of the Secured Parties valid and subsisting Liens on the properties purported to be
subject to the Collateral Documents delivered pursuant to this Section 7.19, enforceable against all third parties in accordance with their terms; 
 (e) if requested by the Administrative Agent, execute and deliver to the Administrative Agent on behalf of the Secured Parties a Security Agreement and all certificates (or other evidence acceptable to
Lender) evidencing the issued and outstanding Equity Interests of any such Subsidiary which shall be endorsed or accompanied by stock powers executed in blank, as applicable; and 

(f) upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the
Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (a), (c), (d) and (e) above, and as to such other matters as the
Administrative Agent may reasonably request. 

  
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 Section 7.20 Use of Proceeds. Use the proceeds of any Extension of Credit solely for
the following purposes: (a) to finance Permitted Acquisitions; and (b) for working capital, capital expenditures and general corporate purposes of the Borrowers and their Subsidiaries, including the payment of certain fees and expenses
incurred in connection with this Agreement. 
 ARTICLE VIII 

NEGATIVE COVENANTS 
 Until all of the Obligations (other than contingent, indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been
Cash Collateralized) and the Commitments terminated, the Loan Parties will not: 
 Section 8.01 Negative Pledge. Grant,
suffer or permit any Lien on its assets, except for Permitted Liens. 
 Section 8.02 Merger, Etc. Enter into any merger
or consolidation, except that any Borrower may merge into or consolidate with any of its Subsidiaries so long as such Borrower is the survivor and any Subsidiary may merge with any other Subsidiary; provided that when any wholly-owned
Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person. 

Section 8.03 Extensions of Credit. Make any loan or advance to any individual, partnership, corporation or other entity without
consent of the Required Lenders, except (a) loans and intercompany adjustments among Borrowers and their Subsidiaries occurring in the ordinary course of business, and (b) advances made to employees of such Loan Party for the payment by
them of items for which an expense report or voucher will be filed and which items will constitute ordinary and necessary business expenses of such Loan Party. 
 Section 8.04 Borrowings. Create, incur, assume or become liable in any manner for any Indebtedness other than to Lenders, except for (a) normal trade debts incurred in the ordinary course of
such Loan Party’s business; (b) any Indebtedness in respect of NMFFP Financing outstanding on the Closing Date and described on Schedule 8.04 attached hereto; (c) Indebtedness in respect of NMFFP Financing incurred after
the Closing Date in an aggregate principal amount not to exceed $20,000,000.00 (for all Loan Parties collectively); (d) purchase money Indebtedness (including Capital Leases) incurred by a Loan Party to finance the purchase of fixed assets in
an aggregate amount not to exceed $2,000,000.00 (for all Loan Parties collectively); (e) take or pay arrangements entered into in the ordinary course of business; (f) obligations under the earn-out agreement incurred under the prior
Acquisition by Borrowers of InCon Processing, L.L.C., and other non-competition, earn-out or similar agreements incurred under or pursuant to Permitted Acquisitions; (g) leases of personal property which are not Capital Leases under GAAP;
(h) net liabilities under Hedge Agreements permitted under Section 8.14; (i) other unsecured Indebtedness in an aggregate principal amount not to exceed $5,000,000.00 at any one (1) time outstanding (for all Loan Parties
collectively); (j) Indebtedness incurred in connection with the financing of insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000.00 (for all Loan Parties collectively);
(k) Indebtedness permitted under Section 8.03; and (l) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with a Permitted Acquisition;
provided that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) no Loan Party other than the Person who became a Subsidiary
or their Subsidiary shall have any liability or other obligation with respect to such Indebtedness, and (iii) such Indebtedness does not result in any Lien other than Permitted Liens. 

  
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 Section 8.05 Dividends and Distributions. (a) Declare or pay any dividends or
distributions; or (b) purchase, redeem, buy-back, retire or otherwise acquire for value any of its Equity Interests now or hereafter outstanding; or (c) make any distribution of assets to the holders of its Equity Interests, whether in
cash, assets, or in obligations of such Loan Party; or (d) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of any of its Equity Interests; or
(e) make any other distribution by reduction of capital or otherwise in respect of any of its Equity Interests; provided that, so long as no Event of Default exists or would result therefrom, (i) each Subsidiary may declare and pay
dividends or distributions to any Loan Party and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such dividend or distribution is
being made, (ii) Borrowers may purchase, redeem, buy-back or retire or otherwise acquire for value any of their respective Equity Interests now or hereafter outstanding, and (iii) Omega Protein Corporation and each Subsidiary may declare
and pay dividends or distributions whether payable in cash or in common Equity Interests of such Person. 
 Section 8.06
Dispositions. Make any Disposition except (a) Permitted Dispositions, and (b) other Dispositions so long as (i) at least seventy five percent (75%) of the consideration paid in connection therewith shall be cash or cash
equivalents paid contemporaneously with the consummation of the transaction and shall be in an amount not less than the fair market value of the Property disposed of, (ii) such transaction does not involve the sale or other disposition of a
minority Equity Interest in a Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction
otherwise permitted under this Section, and (iv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties in all such transactions in any fiscal year of Omega Protein Corporation shall not exceed
$7,500,000.00. 
 Section 8.07 Capital Expenditures. Spend or incur obligations (including the total amount of any
capital leases) for more than the greater of $30,000,000.00 or fifteen percent (15%) of sales (for all Loan Parties collectively) in any single fiscal year to acquire fixed assets. 

Section 8.08 Revolving Credit Exposure not to Exceed Commitment. Permit at any time the Revolving Credit Exposure to exceed the
Revolving Credit Commitments. 
 Section 8.09 Investments. Make any investments, except investments consisting of
(a) temporary investments in securities of the United States having maturities not in excess of one (1) year, (b) any certificate of deposit, time deposit or bankers acceptance maturing not more than one year after its date of
issuance, that is issued by (i) any bank organized under the laws of the United States (or any state thereof), and that has (A) a short-term credit rating of at least “Prime-1” (or the then equivalent grade) by Moody’s
Investors Service, Inc., or at least “A-1” (or the then equivalent grade) by Standard & Poor’s Corporation, and (B) a combined capital and surplus greater than $500,000,000.00, or (ii) any Lender, (c) readily
marketable commercial paper rated at least “A-1” by Standard & Poor’s Corporation (or similar rating by any similar organization which rates commercial paper), (d) readily marketable direct obligations of any state of
the United States of America or any political subdivision of any such state given on the date of such investment a credit rating of at least AA by Standard & Poor’s Corporation due within one (1) year from the acquisition thereof,
(e) repurchase agreements with respect to the investments referred to in the preceding clauses with any bank or trust company organized under the laws of the United States of America or any state thereof and having combined capital, surplus and
undivided profits of not less than $500,000,000.00 (as of the date of its most recent financial statements) and having deposits that have received one (1) of the two (2) highest ratings obtainable from Standard & Poor’s
Corporation, (f) Eurodollar time accounts or Eurodollar certificates of deposit each with banker’s acceptances of any bank or trust company organized under the laws of the United States of America or


  
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any state thereof having combined capital, surplus and undivided profits of not less than $500,000,000.00 (as of the date of its most recent financial statements) and having deposits that have
received one (1) of the two (2) highest ratings obtainable from Standard & Poor’s Corporation, (g) shares of money market mutual or similar funds which invest primarily in assets satisfying the requirements of clauses
(a) through (f) of this Section 8.09, (h) Hedge Agreements permitted by Section 8.14, to the extent the same constitute assets of such Loan Party, (i) Permitted Acquisitions, (j) Cash Management
Agreements permitted under this Agreement, and (k) investments of a nature not contemplated in the foregoing clauses of this Section in an amount not to exceed $2,500,000.00 in the aggregate (for the Loan Parties collectively) at any one
(1) time outstanding. 
 Section 8.10 Change of Control of Borrowers. Permit a Change of Control. 

Section 8.11 Change in Nature of Business. Conduct any business other than, or make any material change in the nature of, its
business as carried on as of the date hereof. 
 Section 8.12 No Negative Pledge. Enter into or permit to exist any
arrangement or agreement, other than pursuant to this Agreement or any Loan Document, which directly or indirectly prohibits such Loan Party from creating or incurring any Lien on any of its assets, other than (a) any agreements governing
indebtedness permitted to be incurred pursuant to clauses (b), (c), (d) and (g) of Section 8.04 (but only to the extent of the assets purchased or leased with the financing provided by such agreements), and
(b) customary non-assignment provisions in leases, joint venture agreement, and other contracts entered into in the ordinary course of business. 
 Section 8.13 Arm’s Length Transactions. Enter into a transaction with any Affiliate, except (a) a transaction upon terms that are not less favorable to it than would be obtained in a
transaction negotiated at arm’s length with an unrelated third party, or (b) a transaction with another Loan Party. 

Section 8.14 Hedge Agreements. Enter into any Hedge Agreement other than those (a) that are existing as of the date of the
Agreement and set forth on Schedule 8.14, and (b) Hedge Agreements that are entered into in the ordinary course of business to mitigate risks and not entered into for speculative purposes. 

Section 8.15 Subsidiaries. Form or acquire any Subsidiaries without complying with the provisions of Section 7.19.

 Section 8.16 Maritime Industry Standards. Without limiting any of the terms of any First Preferred Ship Mortgage:
(a) permit any Vessel to be used for any illegal purpose or to commence or continue a voyage in unseaworthy condition, (b) change the flag, class, ownership, management or control of any Vessel, (c) cause or allow any Vessel to be
operated in any area not covered by the insurance policies required under this Agreement or the other Loan Documents or in any country for which exports or transactions are subject to specific restrictions under United States export laws,
(d) cause or allow any Vessel to be chartered to any Person without the prior written consent of the Administrative Agent, (e) cause or allow any change in the physical characteristics of any Vessel that would, in the reasonable judgment
of the Administrative Agent, materially interfere with the suitability of such Vessel for normal offshore fisheries operations without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld),
(f) charter any Vessel to, or permit the Vessel to serve under any contract with, a Person included within the definition of “national” of a “designated foreign country,” or “specially designated national” of a
“designated foreign country,” in the Foreign Assets Control Regulations or the Cuban Assets Control Regulations of the United States Treasury Department, 31 C.F.R. Parts 500 and 515, in each case as amended, or engaged in any
transaction that violates any provision of the Iranian Transactions Regulations, 31 C.F.R. Part 560, as amended, the 

  
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Foreign Funds Control Regulations, 31 C.F.R. Part 520, as amended, the Transaction Control Regulations, 31 C.F.R. Part 505, as amended, the Haitian Transaction Regulations, 31 C.F.R.
Part 580, as amended, the Foreign Assets Control Regulations, 31 C.F.R. 500, as amended, or Executive Orders 12810 and 12831 if such transaction or violation would (i) expose the Administrative Agent, any Lender or any Related
Party to any penalty, sanction or investigation or (ii) jeopardize the Lien created by the First Preferred Ship Mortgages or (iii) might reasonably be expected to have a material adverse effect on the Loan Parties or the operation of the
Vessels, or call at a Cuban port to load or discharge cargo or to effect repairs on the Vessels, (g) abandon any Vessel in a port outside the United States, (h) engage in any unlawful trade or violate any law or carry any cargo that shall
expose any Vessel to forfeiture or capture, or (i) operate any Vessel in any jurisdiction or in any manner which could cause the Lien created by the applicable First Preferred Ship Mortgage to be rendered unenforceable or the Administrative
Agent’s foreclosure or enforcement rights to be materially impaired or hindered. 
 ARTICLE IX 

DEFAULT AND REMEDIES 
 Section 9.01 Events of Default. Each of the following shall constitute an Event of Default: 
 (a) Nonpayment. (a) Any Borrower shall default in the due and punctual payment of any principal or interest of the Loans or any Reimbursement Obligation when due and payable, whether at
maturity, by reason of acceleration or otherwise, or (b) any Loan Party shall default in the due and punctual payment of any other Obligation when due and payable, whether at maturity, by reason of acceleration or otherwise. 

(b) Representations and Warranties. Any representation, warranty or statement made by any Loan Party herein or otherwise in
writing in connection herewith or in connection with any of the other Loan Documents and the agreements referred to herein or therein or in any financial statement, certificate or statement signed by any officer or employee of any Loan Party and
furnished pursuant to any provision of the Loan Documents shall be materially false, incorrect or incomplete when made. 
 (c)
Default in Covenants Under Agreement. (i) Any Loan Party shall default in the due performance or observance by it of any term, covenant or agreement set forth in Sections 7.02, 7.11, 7.12, 7.13,
7.14, 7.16, 7.17, and 7.18 or in Article VIII hereof; or, (ii) any Loan Party shall default in the due performance or observance of any term, covenant or agreement contained in this Agreement other than
those specified in clause (i) immediately preceding (and other than those covered by another Section in this Section 9.1), and such default continues unremedied for a period of twenty (20) days. 

(d) Default in Other Loan Documents. Any Loan Party shall default in the due performance of or observance by it of any term,
covenant or agreement on its part to be performed pursuant to the terms of any of the other Loan Documents and the default shall continue unremedied beyond any grace or cure period therein provided. 

(e) Default in Other Debt. An event of default shall occur under the provisions of any instrument (other than the Loan Documents)
evidencing indebtedness of any Loan Party for the payment of borrowed money in an amount in excess of $2,000,000.00 or of any agreement relating thereto (including the NMFFP Financing), the effect of which is to permit the holder or holders of such
instrument to cause the indebtedness evidenced by such instrument to become due and payable prior to its stated maturity (whether or not the holder actually exercises such option). 

  
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 (f) Validity of Loan Documents. Any of the Loan Documents shall cease to be a legal,
valid and binding agreement enforceable against any party executing the same in accordance with the respective terms thereof, or shall in any way be terminated, or become or be declared ineffective or inoperative, or shall in any way whatsoever
cease to give or provide the respective rights, remedies, powers and privileges intended to be created thereby. 
 (g)
Bankruptcy. Any Loan Party shall suspend or discontinue its business operations, or shall generally fail to pay its debts as they mature, or shall file a petition commencing a voluntary case concerning any Loan Party under any Debtor Relief
Law; or any involuntary case shall be commenced against any Loan Party under any Debtor Relief Law and such involuntary case shall not be dismissed within sixty (60) days of filing. 

(h) Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of such Loan Party and is not released, vacated or
fully bonded within thirty (30) days after its issue or levy. 
 (i) Judgments and Decrees. Any Loan Party shall
suffer a final judgment for the payment of money in an amount in excess of $2,000,000.00 and shall not discharge the same within a period of thirty (30) days unless, pending further proceedings, execution has not been commenced, or, if
commenced, has been effectively stayed. Any order, judgment or decree shall be entered in any proceeding against any Loan Party decreeing the dissolution or split up of such entity and such order shall remain undischarged or unstayed for a period in
excess of thirty (30) days. 
 (j) Hedge Agreement Default. A default shall occur under any Hedge Agreement between
a Hedge Bank and any Borrower or an Affiliate of any Borrower and such default shall continue unremedied beyond any grace or cure period therein provided. 
 (k) ERISA. Any of the following events shall occur or exist with respect to any Loan Party and any ERISA Affiliate and the regulations promulgated thereunder: 

(i) any Reportable Event shall occur; 

(ii) complete or partial withdrawal from any Multiemployer Plan shall take place; 

(iii) any Prohibited Transaction shall occur; 

(iv) a notice of intent to terminate an ERISA Plan shall be filed, or an ERISA Plan shall be terminated; 

(v) circumstances shall exist which constitute grounds entitling the PBGC to institute proceedings to terminate an ERISA
Plan, or the PBGC shall institute such proceedings; 
 (vi) any Loan Party or any ERISA Affiliate completely or
partially withdraws from a Multiemployer Plan; or 
 (vii) any Loan Party or any ERISA Affiliate fails to meet
its minimum funding requirements under ERISA with respect to its ERISA Plans; 

  
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 and in each case above, such event or condition, together with all other events or conditions, if any, could
subject such Loan Party to any tax, penalty or other liability which in the aggregate may exceed $2,000,000.00. 
 Subject to
Section 11.02, an Event of Default that has occurred shall cease to be an Event of Default only if it has been waived in writing by the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, or the Administrative
Agent, the Required Lenders and/or the Lenders have acknowledged its cure in writing. Upon the acceleration of the maturity or other payment of the Obligations, notwithstanding any provision in this Agreement or any other Loan Document providing
that the Administrative Agent and/or the Lenders may exercise their rights and remedies during the “existence of an Event of Default” or similar language, no further waiver or cure of any Event of Default shall be available to Borrowers,
and the Administrative Agent and/or the Lenders shall be entitled to exercise all of their rights and remedies under this Agreement and the other Loan Documents. 
 Section 9.02 Remedies. Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrowers: 
 (a) Acceleration; Termination of Credit Facility. Terminate
the Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan
Documents (including all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations, to be forthwith
due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Loan Party, anything in this Agreement or the other Loan
Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrowers to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in
Section 9.01(g), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by
each Loan Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding. 
 (b) Letters of
Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrowers shall at such time deposit in a Cash Collateral
account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of
drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such
Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to
the Borrowers. 
 (c) General Remedies. Exercise on behalf of the Secured Parties all of its other rights and remedies
under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations. 

  
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 Section 9.03 Rights and Remedies Cumulative; Non-Waiver; etc. 

(a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to
be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or
remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any
right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or
shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowers, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision
of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. 
 (b) Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all
actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the Issuing Lender;
provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the
other Loan Documents, (b) the Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Lender or Swingline Lender, as the case may be) hereunder and under the
other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 9.07 (subject to the terms of Section 4.04), or (d) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b),
(c) and (d) of the preceding proviso and subject to Section 4.04, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

Section 9.04 Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to
Section 9.02 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the
enforcement of the Secured Obligations shall be applied: 
 First, to payment of that portion of the Secured Obligations
constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Mortgage Trustee, the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Lender in its
capacity as such, and after the payment to the Mortgage Trustee, ratably among the Administrative Agent, the Issuing Lender and Swingline Lender in proportion to the respective amounts described in this clause First payable to them;

 Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other
than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; 

  
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 Third, to payment of that portion of the Secured Obligations constituting accrued and
unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, Reimbursement
Obligations and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing Lender, the Hedge Banks and the Cash Management Banks in proportion to the respective
amounts described in this clause Fourth held by them; 
 Fifth, to the Administrative Agent for the account of the
Issuing Lender, to Cash Collateralize any L/C Obligations then outstanding; and 
 Last, the balance, if any, after all
of the Secured Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Applicable Law. 

Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be
excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge
Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of
the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto. 
 Section 9.05 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any
demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lender and the Administrative Agent (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lender and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lender and the
Administrative Agent under Sections 3.03, 4.03 and 11.03) allowed in such judicial proceeding; and 

(b) to collect and receive any monies or other Property payable or deliverable on any such claims and to distribute the same; 

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Lender and the Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lender, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.03,
4.03 and 11.03. 

  
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 Section 9.06 Credit Bidding. 

(a) The Administrative Agent, on behalf of itself and the Lenders, shall have the right to credit bid and purchase for the benefit of the
Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof
conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action
or otherwise) in accordance with Applicable Law. 
 (b) Each Lender hereby agrees that, except as otherwise provided in any Loan
Documents or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise any right that it might otherwise have under Applicable
Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. 
 Section 9.07 Right of
Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender,
the Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of any Borrower or such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender, the Issuing Lender or the Swingline Lender or any of their respective Affiliates, irrespective of whether or not such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate shall
have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Lender, the Swingline
Lender or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so
set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 9.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds
and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in
reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender, the Swingline Lender and their respective Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, the Issuing Lender and the Swingline Lender agrees to notify the
Borrowers and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. 

  
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 ARTICLE X 
 THE ADMINISTRATIVE AGENT 
 Section 10.01 Appointment and
Authority. 
 (a) Each of the Lenders and the Issuing Lender hereby irrevocably designates and appoints Wells Fargo to act
on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither any Borrower nor
any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to
the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or
reflect only an administrative relationship between contracting parties. 
 (b) The Administrative Agent shall also act as the
“collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative
Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers
and discretion as are reasonably incidental thereto (including to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral
agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article X for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Articles X and XI (including
Section 11.03, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 

Section 10.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.


  
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 Section 10.03 Exculpatory Provisions. 

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, the Administrative Agent: 
 (i) shall not be
subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 
 (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that
the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including any action that
may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law; and 

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

 (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.02
and Section 9.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrowers, a Lender or the Issuing Lender. 
 (c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or
(v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

Section 10.04 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur
any liability for relying thereon. In determining compliance with any condition 

  
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hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of
such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts. 
 Section 10.05 Delegation of Duties. The
Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one (1) or more sub agents appointed by the Administrative Agent. The Administrative
Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related
Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the Credit Facility as well as activities as Administrative Agent. The Administrative Agent shall not be
responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful
misconduct in the selection of such sub agents. 
 Section 10.06 Resignation of Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrowers. Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or
such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a
successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrowers and such Person, remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall
nonetheless become effective in accordance with such notice on the Removal Effective Date. 
 (c) With effect from the
Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time
as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall 

  
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instead be made by or to each Lender and the Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring
or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and
Section 11.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the
retiring or removed Administrative Agent was acting as Administrative Agent. 
 (d) Any resignation by Wells Fargo as
Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other
arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. 
 Section 10.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent
or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

Section 10.08 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation
agents, co-agents, book managers, lead managers, arrangers, lead arrangers or co-arrangers listed on the cover page or signature pages hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder. 
 Section 10.09
Collateral Matters. 
 (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential
Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion: 
 (i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the
Commitments and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash 

  
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Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or
termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), (B) that is sold or to be sold as part of or in
connection with any sale permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in writing in accordance with Section 11.02; and 

(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to
the holder of any Permitted Lien. 
 The foregoing shall be deemed to include the authorization of the Administrative Agent to direct the
Mortgage Trustee to take such actions pursuant to the First Preferred Ship Mortgages and the Assignments of Insurances. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative
Agent’s authority to release or subordinate (or instruct the Mortgage Trustee to release or subordinate) its interest in particular types or items of Property pursuant to this Section 10.09. In each case as specified in this
Section 10.09, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 10.09. In the case of any such
sale, transfer or disposal of any Property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 8.06, the Liens created by any of the Collateral Documents on such Property shall be
automatically released without need for further action by any Person. 
 (b) The Administrative Agent shall not be responsible
for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any
certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 

Section 10.10 Secured Hedge Agreements and Secured Cash Management Agreements. No Cash Management Bank or Hedge Bank that obtains
the benefits of Section 9.04 or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other
Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding
any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Agreements
and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request,
from the applicable Cash Management Bank or Hedge Bank, as the case may be. 

  
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 ARTICLE XI 
 MISCELLANEOUS 
 Section 11.01 Notices. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as
follows: 
 If to the Borrowers: 
 Omega Protein Corporation and/or 
 Omega Protein, Inc., as applicable 

2105 Citywest Blvd., Suite 500 
 Houston, TX 77042 
 Attention of: Andrew Johannesen, Chief Financial Officer

 Telephone No.: (713) 940-6113 
 Facsimile No.: (713) 940-6122 
 E-mail: ajohannesen@omegaproteininc.com

 If to Wells Fargo as Administrative Agent: 
 Wells Fargo Bank, National Association 
 2500 Citywest Blvd., Suite 1100

 Houston, TX 77042 
 Attention of: John L. Kallina, Senior Vice President 
 Telephone No.:
(713) 273-8513 
 Facsimile No.: (713) 273-8530 

E-mail: john.l.kallina@wellsfargo.com 
 If to any Lender: 
 To the address set forth on the Register 

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices
sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 
 (b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender pursuant to Article II if such Lender or the
Issuing Lender, as applicable, has notified the Administrative Agent that is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and
other communications to it hereunder by 

  
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electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such
notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

 (c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address
set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrowers and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at
which Loans will be disbursed and Letters of Credit requested. 
 (d) Change of Address, Etc. Any party hereto may change
its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. 
 (e)
Platform. 
 (i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to,
make the Communications (as defined below) available to the Issuing Lender and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the
“Platform”). 
 (ii) The Platform is provided “as is” and “as available.”
The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the
Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the any Loan Party, any Lender or any other Person or entity for damages of any kind, including direct or indirect,
special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Platform.
“Communications” means, collectively, any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated
therein which is distributed to the Administrative Agent, the Issuing Lender or any Lender by means of electronic communications pursuant to this Section, including through the Platform. 

(f) Private Side Designation. Each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public
Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and Applicable Law, including United States federal and state securities Applicable Laws, to make reference to any Borrower’s materials and/or information that are not made available through the “Public
Side Information” portion of the Platform and that may contain material non-public information with respect to such Borrower or its securities for purposes of United States federal or state securities Applicable Laws. 

  
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 Section 11.02 Amendments, Waivers and Consents. Except as set forth below or as
specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such
amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowers;
provided, that no amendment, waiver or consent shall: 
 (a) without the prior written consent of the Required Lenders, amend,
modify or waive (i) Section 5.02 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Lenders (pursuant to, in the case of any such amendment to a provision hereof other
than Section 5.02, any substantially concurrent request by the Borrowers for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the
amount of the Swingline Commitment or (iii) the amount of the L/C Commitment; 
 (b) increase the Commitment of any Lender
(or reinstate any Commitment terminated pursuant to Section 9.02) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; 
 (c) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any
of them) hereunder or under any other Loan Document (including extending the Maturity Date or the maturity of any Loan) without the written consent of each Lender directly and adversely affected thereby; 

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to
clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the
consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 4.01(c) during the continuance of an Event of Default or (ii) to amend any
financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; 

(e) change Section 4.06 or Section 9.04 in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender directly and adversely affected thereby; 
 (f) except as otherwise permitted
by this Section 11.02 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to
amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; 

(g) consent to the assignment or transfer by any Loan Party of such Loan Party’s rights and obligations under any Loan Document to
which it is a party, in each case, without the written consent of each Lender; 

  
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 (h) release any Guarantor from any Guaranty Agreement, without the written consent of each
Lender; 
 (i) release all or substantially all of the Collateral or release any Security Document (other than as authorized in
Section 10.09 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; 
 provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or
duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline
Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the
Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the
parties thereto; and (v) the Administrative Agent and the Borrowers shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan
Document) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. 

Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without
further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 11.02) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent
reasonably deems appropriate in order to effectuate the terms of Section 4.13; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any
Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender. 
 Section 11.03
Expenses; Indemnity. 
 (a) Costs and Expenses. The Borrowers and any other Loan Party, jointly and severally,
shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, Wilmington and the Mortgage Trustee (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent,
Wilmington and the Mortgage Trustee), in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Issuing Lender in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender, Wilmington or the Mortgage Trustee
(including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the Issuing Lender, Wilmington or the Mortgage Trustee), in connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit. 

  
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 (b) Indemnification by the Borrowers. Each Borrower shall, jointly and severally,
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including any Environmental Claims), damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel
for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower or any other Loan Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any Property owned or operated
by any Loan Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Loan Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any Environmental
Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any
other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party or any Subsidiary thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other
Loan Document, if such Loan Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING INDEMNITIES
SHALL APPLY TO LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF AN INDEMNITEE. 
 (c) Reimbursement by Lenders. To the extent that the Borrowers for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the
Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the
Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s pro rata share at such time)
of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only
the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the
Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), Issuing Lender or the Swingline Lender in connection with such
capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 4.07. 

  
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 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
Applicable Law, the Borrowers and each other Loan Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of
the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 
 (e) Payments. All amounts due under this Section shall be payable promptly after demand therefor. 
 (f) Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder. 

Section 11.04 Interest Rate Limitation. 
 (a) It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, notwithstanding any provision to the contrary in the Loan Documents, in no event shall any Loan Documents
require the payment or permit the payment, taking, reserving, receiving, collection or charging of any sums constituting interest under Applicable Laws that exceed the Maximum Rate. If any such excess interest is called for, contracted for, charged,
taken, reserved or received in connection with any Loan Documents, or in any communication by any Lender or any other Person to the Borrowers or any other Person, or in the event that all or part of the principal or interest hereof or thereof shall
be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, reserved or received on the amount of principal actually outstanding from time to
time under the Loan Documents shall exceed the Maximum Rate, then in such event it is agreed that: (a) the provisions of this paragraph shall govern and control; (b) no Borrower nor any other Person or entity now or hereafter liable for
the payment of any Loan Documents shall be obligated to pay the amount of such interest to the extent it is in excess of the Maximum Rate; (c) any such excess interest which is or has been received by any Lender, notwithstanding this paragraph,
shall be credited against the then unpaid principal balance hereof or thereof, or if any of the Loan Documents has been or would be paid in full by such credit, refunded to the Borrowers; and (d) the provisions of each of the Loan Documents,
and any other communication to the Borrowers, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the Maximum Rate. The right to accelerate the maturity of the Loan
Documents does not include the right to accelerate, collect or charge unearned interest, but only such interest that has otherwise accrued as of the date of acceleration. Without limiting the foregoing, all calculations of the rate of interest
contracted for, charged, taken, reserved or received in connection with any of the Loan Documents which are made for the purpose of determining whether such rate exceeds the Maximum Rate shall be made to the extent permitted by Applicable Laws by
amortizing, prorating, allocating and spreading during the period of the full term of such Loan Documents, including all prior and subsequent renewals and extensions hereof or thereof, all interest at any time contracted for, charged, taken,
reserved or received by any Lender. The terms of this Section shall be deemed to be incorporated into each of the other Loan Documents. 

  
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 (b) To the extent that the Administrative Agent on behalf of the Lenders are relying on
Chapter 303 of the Texas Finance Code to determine the Maximum Rate payable on the applicable Notes and/or any other portion of the Obligations, the Administrative Agent will utilize the weekly ceiling from time to time in effect as provided in such
Chapter 303, as amended. To the extent federal law permits the Lenders to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law, the Administrative Agent on behalf of the Lenders will rely on federal law
instead of such Chapter 303 for the purpose of determining the Maximum Rate. Additionally, to the extent permitted by Applicable Law now or hereafter in effect, the Administrative Agent on behalf of the Lenders may, at its option and from time to
time, utilize any other method of establishing the Maximum Rate under such Chapter 303 or under other Applicable Law by giving notice, if required, to the Borrowers as provided by Applicable Law now or hereafter in effect. 

Section 11.05 GOVERNING LAW; JURISDICTION, ETC. 
 (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS (BUT NOT THE RULES GOVERNING CONFLICT OF LAWS) OF THE STATE OF TEXAS. 

(b) SUBMISSION TO JURISDICTION. EACH OF THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT
WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE ISSUING LENDER, THE SWINGLINE LENDER, OR ANY
RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF TEXAS SITTING IN HARRIS COUNTY, AND OF THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION,
LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER, THE ISSUING LENDER OR THE SWINGLINE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN
THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF VENUE. EACH OF THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN
ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT. 

  
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 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.01. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

Section 11.06 WAIVER OF JURY TRIAL. EACH PARTY HERETO 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 AGREEMENT 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 AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

Section 11.07 Reversal of Payments. To the extent any Loan Party makes a payment or payments to the Administrative Agent for the
ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be
satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent. The Administrative Agent on behalf of the Lenders shall have the continuing and exclusive right to
apply, reverse and re-apply any and all payments to any portion of the Obligations in a manner consistent with the terms of this Agreement. 
 Section 11.08 Injunctive Relief. The Borrowers recognize that, in the event the Borrowers fail to perform, observe or discharge any of their obligations or liabilities under this Agreement, any
remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrowers agree that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of
proving actual damages. 
 Section 11.09 Accounting Matters. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 

  
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 Section 11.10 Successors and Assigns; Participations. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way
of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any time assign to one
(1) or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that, in each case with respect to any Credit
Facility, any such assignment shall be subject to the following conditions: 
 (i) Minimum Amounts.

 (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment
and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 
 (B) in
any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000.00, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent
(each such consent not to be unreasonably withheld or delayed); provided that a Borrower shall be deemed to have given its consent fifteen (15) Business Days after the date written notice thereof has been delivered by the assigning
Lender (through the Administrative Agent) unless such consent is expressly refused by such Borrower prior to such fifteenth (15th ) Business Day; 
 (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loan or the Commitment assigned; 

  
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 (iii) Required Consents. No consent shall be required for any
assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition: 
 (A) the
consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided, that a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received
notice thereof; 
 (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or
delayed) shall be required for assignments in respect of the Credit Facility if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; 

(C) the consents of the Issuing Lender and the Swingline Lender shall be required for any assignment in respect of the
Revolving Credit Facility; and 
 (D) the consent of the Administrative Agent if, in the reasonable opinion of
the Administrative Agent, such assignment would result in any Loan Party’s noncompliance with MarAd certification or disclosure requirements or similar governmental regulations; and provided further, however, that no Lender may
assign all or any portion of its rights and obligations under this Agreement to any Person if such assignment, either by itself or in combination with any other event or circumstance, including any assignment made prior to or contemporaneously
therewith, would, in the reasonable opinion of the Administrative Agent, be expected to cause (1) any First Preferred Ship Mortgage to cease to qualify as a valid preferred mortgage as defined in the AFA, (2) MarAd to conclude, pursuant to
46 C.F.R. §356.11 or 46 C.F.R. §356.19(b)(6), that Persons who are not U.S. Citizens would obtain excessive control of any Loan Party or (3) the Loan Parties who are grantors under any First Preferred Ship Mortgage to cease to qualify
as U.S. Citizens eligible to own and operate Fishing Industry Vessels. 
 (iv) Assignment and Assumption.
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.00 for each assignment; provided that (A) only one (1) such
fee will be payable in connection with simultaneous assignments to two (2) or more Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of
any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 (v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Loan Parties or any of the Loan Parties’ Subsidiaries or Affiliates or (B) to any Defaulting Lender
or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B). 

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person. 

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting
Lender hereunder, no such assignment shall be effective unless and 

  
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until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount
sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the
Administrative Agent, the applicable pro rata share of Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all
payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until
such compliance occurs. 
 (viii) Notice to MarAd. Within thirty (30) days of the requisite
parties’ approval of any such assignment, the Administrative Agent shall provide MarAd, attention Citizenship Approval Officer, with notice thereof, setting forth the name and address of the new Lender as well as certain other information that
may be requested of it by the Citizenship Approval Officer. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant
to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of
Sections 4.08, 4.09, 4.10, 4.11 and 11.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this
Section. 
 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall
maintain at one (1) of its offices in Houston, Texas, a copy of each Assignment and Assumption and each joinder agreement entered into pursuant to Section 4.13 delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Revolving Credit Commitment of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrowers and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent,
sell participations to any Person (other than a natural Person or 

  
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any Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (iii) the Borrowers, the Administrative Agent, the Issuing Lender, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement, and (iv) any such participation shall require the prior written consent of the Administrative Agent if, in the reasonable opinion of the Administrative Agent, such
participation would result in any Loan Party’s non-compliance with MarAd certification or disclosure requirements or similar governmental regulations; and provided further; however, that no Lender may sell participations in all or
any portion of its rights and obligations under this Agreement to any Person if such participation, either by itself or in combination with any other event or circumstance, including any participation sold prior to or contemporaneously therewith,
would, in the reasonable opinion of the Administrative Agent, be expected to cause (A) any First Preferred Ship Mortgage to cease to qualify as a valid preferred mortgage as defined in the AFA, (B) MarAd to conclude, pursuant to 46 C.F.R.
§356.11 or 46 C.F.R. §356.19(b)(6), that Persons who are not U.S. Citizens would obtain excessive control of any Loan Party, or (C) the Loan Parties who are grantors under any First Preferred Ship Mortgage to cease to qualify as U.S.
Citizens eligible to own and operate Fishing Industry Vessels. Each Lender shall be responsible for the indemnity under Section 11.03(c) with respect to any payments made by such Lender to its Participant(s). 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce
this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver or modification described in Section 11.02 that directly affects such Participant and could not be affected by a vote of the Required Lenders. The Borrowers agrees that each Participant shall be entitled
to the benefits of Sections 4.08, 4.09, 4.10 and 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant agrees to be subject to the provisions of Section 4.12 as if it were an assignee under paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 9.07 as though it were a Lender; provided that such Participant agrees to be subject to Section 4.06 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as
an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents
(the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a
Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit
or other obligation is in registered form under Section 5f.103-(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name
is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register. 
 (e) Limitations upon Participant Rights. A Participant shall not be entitled
to receive any greater payment under Sections 4.10 and 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrowers’ prior written consent. No Participant shall be entitled to the benefits of Section 4.11 unless the Borrowers are notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with Section 4.11 as though it were a Lender. 

  
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 (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

Section 11.11 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing
Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Related Parties (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by, or required to be disclosed to, any rating agency, or regulatory or
similar authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured
Cash Management Agreement, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or
(ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and its obligations, this Agreement or payments hereunder, (g) on
a confidential basis to (i) any rating agency in connection with rating the Borrowers or its Subsidiaries or the Credit Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP
numbers with respect to the Credit Facility; (h) with the consent of the Borrowers, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such
publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrowers or (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with
the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of
its subsidiaries or affiliates. For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof; provided that, in the case
of information received from a Loan Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information. 

  
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 Section 11.12 Performance of Duties. Each of the Loan Party’s obligations under
this Agreement and each of the other Loan Documents shall be performed by such Loan Party at its sole cost and expense. 

Section 11.13 All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the
Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as
any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated. All such powers of attorney shall be for security. 

Section 11.14 Survival. 
 (a) All representations and warranties set forth in Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to,
any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed
to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of
the Lenders or any borrowing hereunder. 
 (b) Notwithstanding any termination of this Agreement, the indemnities to which the
Administrative Agent and the Lenders are entitled under the provisions of this Article XI and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative
Agent and the Lenders against events arising after such termination as well as before. 
 Section 11.15 Titles and
Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. 

Section 11.16 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or
affecting the validity or enforceability of such provision in any other jurisdiction. 
 Section 11.17 Counterparts;
Integration; Effectiveness; Electronic Execution. 
 (a) Counterparts; Integration; Effectiveness. This Agreement may
be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan
Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e.,
“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement 

  
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 (b) Electronic Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and
National Commerce Act, the Texas Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
 Section 11.18 Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than contingent indemnification
obligations not then due) arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the
Commitments have been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

 Section 11.19 USA PATRIOT Act. The Administrative Agent and each Lender hereby notifies the Borrowers that pursuant to
the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrowers and the other Loan Parties, which information includes the name and address of the Borrowers and each other Loan Party and
other information that will allow such Lender to identify each Borrower or such other Loan Parties in accordance with the PATRIOT Act. 
 Section 11.20 Independent Effect of Covenants. The Borrowers and the other Loan Parties expressly acknowledge and agree that each covenant contained in Articles VII or VIII
hereof shall be given independent effect. Accordingly, the Borrowers and the other Loan Parties shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles VII or VIII, if before
or after giving effect to such transaction or act, any Borrower or any other Loan Party shall or would be in breach of any other covenant contained in Articles VII or VIII. 

Section 11.21 Reservations of Rights. Nothing in this Agreement shall be deemed to (a) limit the applicability of any
otherwise applicable statutes of limitation and any waivers contained in this Agreement, or (b) apply to or limit the right of the Administrative Agent or any Lender (i) to exercise self help remedies such as (but not limited to) setoff,
or (ii) to foreclose judicially or nonjudicially against any real or personal property collateral, or to exercise judicial or nonjudicial power of sale rights, (iii) to obtain from a court provisional or ancillary remedies such as (but not
limited to) injunctive relief, writ of possession, prejudgment attachment, or the appointment of a receiver, or (iv) to pursue rights against a party to this Agreement in a third-party proceeding in any action brought against Lender in a state,
federal or international court, Governmental Authority or hearing body (including actions in specialty courts, such as bankruptcy and patent courts). Subject to the terms of this Agreement, the Administrative Agent or any Lender may exercise the
rights set forth in clauses (b)(i) through (b)(iv), inclusive, before, during or after the pendency of any proceeding brought pursuant to this Agreement. 
 Section 11.22 Debtor-Creditor Relationship. None of the terms of this Agreement or of any other document executed in conjunction herewith or related hereto shall be deemed to give the
Administrative Agent or any Lender the rights or powers to exercise control over the business or affairs of the Borrowers. The relationship among Borrowers and the Lenders created by this Agreement is only that of debtor-creditor, and no Lender or
the Administrative Agent is a fiduciary on behalf of any Borrower, or any Subsidiary or any other Person. 

  
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 Section 11.23 Injunctive Relief. The Loan Parties recognize that, in the event the
Loan Parties fail to perform, observe or discharge any of their obligations or liabilities under this Agreement, any remedy at law may prove to be inadequate relief to the Administrative Agent and the Lenders; therefore, the Loan Parties agree that
if any Default or Event of Default shall exist, the Administrative Agent or any Lender, as applicable, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. 

Section 11.24 Arbitration. 
 (a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees,
officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit. 
 (b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Texas selected by the American Arbitration Association (“AAA”); (ii) be governed by the
Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties
shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration
shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein,
as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a
demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it
under 12 U.S.C. §91 or any similar applicable state law. 
 (c) No Waiver of Provisional Remedies, Self-Help and
Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as
setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does
not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this
paragraph. 
 (d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is
$5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by
majority vote of a panel of three (3) arbitrators; provided however, that all three (3) arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of Texas with
a minimum of ten (10) years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar


  
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to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Texas and may grant any
remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to
impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure or other Applicable Law. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party,
including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. 
 (e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being
arbitrated and must be completed no later than twenty (20) days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing
that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available. 
 (f) Class Proceeding and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan
Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity. 

(g) Payment of Arbitration Costs and Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

 (h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action
required to conclude any arbitration proceeding within one hundred eighty (180) days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof,
except for disclosures of information by a party required in the ordinary course of its business or by Applicable Law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the
arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship
between the parties. 
 Section 11.25 Amendment and Restatement; No Novation. This Agreement constitutes an amendment and
restatement of the Existing Loan Agreement, as amended, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any Lender under the
Existing Loan Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Loan Agreement, as amended, shall be amended,
supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Loan Agreement, as amended, shall be deemed to be loans and
obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of
such Loans, together with any Loans funded on the Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. All Liens securing the “Obligations” as defined in the Existing Loan Agreement are hereby
renewed and extended to secure the Secured Obligations. 

  
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 Section 11.26 Inconsistencies with Other Documents. In the event there is a conflict
or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision of the Collateral Documents which imposes additional burdens on the Borrowers, the other Loan Parties or any
of their Subsidiaries or further restricts the rights of the Borrowers, the other Loan Parties or any of their Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with
this Agreement and shall be given full force and effect. 
 Section 11.27 NOTICE OF FINAL AGREEMENT.
THIS WRITTEN AGREEMENT REPRESENTS 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 BETWEEN THE
PARTIES. 
 [Signature pages to follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly
authorized officers, all as of the day and year first written above. 
  

			
	OMEGA PROTEIN CORPORATION,
	as Borrower


 
			
		
	By:	 	 /s/ Andrew Johannesen





			
	Name:	 	     Andrew Johannesen
	Title:	 	 Executive Vice President and Chief Financial Officer

	
	 OMEGA PROTEIN, INC.,
 as Borrower



 
			
		
	By:	 	 /s/ Andrew Johannesen





			
	Name:	 	 Andrew Johannesen

	Title:	 	 Vice President




  
 Signature Page of Amended and
Restated Loan Agreement 







 AGENTS AND LENDERS: 

 

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Administrative Agent, Swingline Lender, Issuing Lender and Lender

 



 
			
	By:	 	 /s/ Geri E. Landa





			
	Name:	 	 Geri E. Landa





			
	Title:	 	 Senior Vice President




  
 Signature Page of Amended and
Restated Loan Agreement 







 
			
	JPMORGAN CHASE BANK, N.A.,
	as Lender


 
			
		
	By:	 	 /s/ Seth Laroche





			
	Name:	 	 Seth Laroche





			
	Title:	 	 Vice President




  
 Signature Page of Amended and
Restated Loan Agreement 







 Each of the undersigned Guarantors hereby executes this Agreement for the purposes of (a) acknowledging
that it is a Loan Party under this Agreement, (b) making the representations and warranties in Article VI of this Agreement, and (c) acknowledging and agreeing that it is bound by all of the terms, provisions, covenants and
conditions applicable to the Loan Parties contained in this Agreement. 
  

			
	PROTEIN FINANCE COMPANY
		
	By:	 	     /s/ Andrew Johannesen

	Name:	 	    Andrew Johannesen
	Title:	 	    Vice President
	
	OMEGA SHIPYARD, INC.
		
	 By:
	 	     /s/ Andrew Johannesen

	 Name:
	 	    Andrew Johannesen
	 Title:
	 	    Vice President
	
	PROTEIN INDUSTRIES, INC.
		
	 By:
	 	     /s/ Andrew Johannesen

	 Name:
	 	    Andrew Johannesen
	 Title:
	 	    Vice President
	
	CYVEX NUTRITION, INC.
		
	 By:
	 	     /s/ Andrew Johannesen

	 Name:
	 	    Andrew Johannesen
	 Title:
	 	    Vice President
	
	INCON PROCESSING, L.L.C.
		
	 By:
	 	     /s/ Andrew Johannesen

	 Name:
	 	    Andrew Johannesen
	 Title:
	 	    Vice President



  
 Signature Page of Amended and
Restated Loan Agreement