Deed of Trust


 Exhibit 10.1 
  
 DEED OF TRUST 
 DATED AS OF OCTOBER
17, 2005 
 MADE BY 
 OMEGA PROTEIN, INC. 
 TO 
 MATSON C. TERRY, II, OF 
 NORTHUMBERLAND COUNTY, VIRGINIA 
 AND 
 B.H.B. HUBBARD, III, OF

 LANCASTER COUNTY, VIRGINIA, TRUSTEES 
 FOR THE BENEFIT OF 
 THE UNITED STATES OF AMERICA 






 DEED OF TRUST AND SECURITY AGREEMENT 
  
 COMMONWEALTH OF VIRGINIA 
 COUNTY OF NORTHUMBERLAND 
  
 1.
PARTIES: WHEREAS, OMEGA PROTEIN, INC., a Virginia corporation, hereinafter “Grantor”, whether one or more, is indebted to the UNITED STATES OF AMERICA acting by and through the Secretary of Commerce, Office of the Financial Services
Division, National Marine Fisheries Service, National Oceanic and Atmospheric Administration, hereinafter”Beneficiary”, in the aggregate amount of Fourteen Million and No/100 Dollars ($14,000,000.00), together with interest thereon, as
evidenced by a certain promissory note, payable to the order of the United States of America, acting by and through the Secretary of Commerce, Office of the Financial Services Division, National Marine Fisheries Service, National Oceanic and
Atmospheric Administration, which bears interest and is payable according to the terms of said note and which has a final maturity date of October 17, 2020. 
  
 2. THE PROMISSORY NOTE TO THE UNITED STATES OF AMERICA: NOW, THEREFORE, in consideration of the premises and in order to
secure the prompt and full payment of said indebtedness, and any future advance(s), additional advance(s), and/or readvance(s), and/or any renewal(s), extension(s), restructuring(s), reamortization(s), any other sums provided for in any loan
document, and/or any other loan treatment(s) thereof, or any part thereof, and the interest thereon and any and all other indebtedness(es) (including future advance(s) now or hereafter owed by any of the undersigned to the Beneficiary), whether such
indebtedness(es) is primary or secondary, direct or indirect, contingent or absolute, matured or unmatured, joint or several, and otherwise secured or not, and the faithful performance of and compliance with all the terms, agreements, provisions,
obligations, covenants, conditions, warrants, representations, and stipulations herein made, or made in any Loan Agreement or in any other document related to the promissory note described as follows: 
  
 (a.) The Promissory Note to the United States of America executed by Grantor
in the principal amount of Fourteen Million & No/100 Dollars, ($14,000,000.00), with interest on the unpaid principal computed from the 17th day of October, 2005, at the rate of Six and 484/1000 per cent (6.485%) per year, payment
to be made in installments of Three hundred sixty-six thousand six hundred eighty-two and No/100 Dollars ($366,682.00), including principal and interest quarterly, with the balance of principal and interest due 15 years from the date of said Note.
The first quarterly payment shall be due on the 17th day of January, 2006, and each quarterly payment thereafter shall be due on the day of the month that the first quarterly payment is due thereunder. 






 3. THE PROPERTY: OMEGA PROTEIN, INC., hereinafter Grantor, whether one or more, in consideration of the
premises and other good and valuable consideration paid to Grantor by Matson C. Terry, II, Esq., and B.H.B. Hubbard, III, Esq., as Trustees, either of whom may act, whose address is 293, Steamboat Road, P.O. Box 340, Irvington, Virginia 22480,
hereinafter, “Trustee”, does hereby convey and warrant unto Trustees with General Warranty the real estate, hereinafter “The Property”, situate in Northumberland County, Virginia, more particularly described on Exhibit A,
attached hereto, recorded herewith, and, by this reference , expressly made a part hereof for a further and more accurate description of the real estate hereby encumbered, together with all buildings and other improvements, hereditaments and
appurtenances thereunto belonging, or in any wise appertaining now existing or hereafter erected upon the premises and all the income and rents arising therefrom. Grantor does hereby intend to convey and does convey all of Grantor’s right,
title and interest in and to any strips and gores Grantor may now own contiguous to the above described property. 
  
 4. MINERALS INCLUDED: It is expressly understood and agreed, as a part of the consideration for the loan made to the Grantor and secured by the premises
hereinabove described, that this instrument covers and includes all surface, subsurface and/or mineral estate ownership now or after acquired by the undersigned in the above-property and whether or not expressly excepted from the description to the
above security premises, any provisions herein to the contrary being of no force and effect. 
  
 5. PLEDGE OF PERSONAL PROPERTY: AND FOR THE CONSIDERATION AFORESAID, and as further security for any and all debt(s) and obligation(s) described above, said Grantor does hereby assign, pledge and transfer to the
Beneficiary, and grant to the Beneficiary a security interest in and to the following described property and interests, to-wit: (1) all timber of all kind, character and description planted and/or growing, or to be planted and/or grown, on the
hereinabove described property; (2) all crop allotments, quotas, and/or (3) all rents, profits, issues, income, royalties, bonuses, and revenues of said property, or any part or interest herein, from time to time accruing whether under
leases or tenancies now existing or hereafter created; (4) each and every policy of hazard insurance or the like now or hereafter in effect which insures said property or any building, fixture and/or improvement thereon or any part thereof,
together with all the right, title and interest of Grantor in and to such policy, including but not limited to any premiums paid (or rights to return premiums) and/or all proceeds or payments thereunder; (5) all judgments, award of damages and
settlements hereafter made resulting from condemnation proceedings or the taking of the real property, or any part thereof, under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the property, or any
part thereof, or to any rights appurtenant thereto; (6) all building materials, equipment, fixtures and fittings of all kind, character, and description used in connection with or relating to said property and/or buildings, fixtures or
improvements thereon; (7) all equipment, including, but not limited to: forklifts, bobcats, cranes, pallet trucks, lift trucks and other product or material movement equipment of whatsoever nature; all trailers, tanks, trucks, or other rolling
stock of whatsoever nature; all fish unloading, transfer and conveying equipment of whatsoever nature; all fish processing equipment of whatsoever nature; all fish weighing equipment of whatsoever nature; all cooling, refrigerating, freezing and
other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment) of whatsoever nature; all fish packaging equipment of whatsoever nature; all fish baskets, totes, tanks, tubs, and other fish holding equipment
of whatsoever nature; all ice makers of whatsoever nature; all hand and power tolls of whatsoever nature; all office equipment of whatsoever nature; all fish hatching, releasing, rearing, growing, tending, and other equipment of whatsoever nature in
any way associated with fisheries cultivation of every sort-all together with all associated equipment, machinery, parts, tools, or other items of whatsoever nature and whether fixed or unfixed to the Project Property or any other premises
whatsoever; and/or (8) all tangible or intangible property found on the premises and products, proceeds, and additions and/or replacement of any or all of the property described above in items 1 through 8. 
  
 Additionally, Grantor does hereby assign, pledge and transfer to the
Beneficiary, and grant to the Beneficiary a security interest in any transferable fishing conservation and management allocation (including, but not limited to, allocations, permits, quotas, licenses, cage tags, or any other fisheries access
restriction or right, however characterized, of whatsoever nature) affecting, necessary for, or in any other way, however characterized, associated with any of the property included in the collateral, the Grantor agrees to grant to the Beneficiary a
full senior security interest in such allocation by whatsoever means deemed by the Beneficiary to be appropriate (including, but not limited to, the Grantor’s execution of security agreements and the filing of financing statements under the
UCC), presently owned or 







 
acquired at any time in the future. Further, if the Grantor fails to do so, the Grantor agrees that the Beneficiary may use, for the purpose of executing and
otherwise perfecting whatever documents may be required to effect the grant to the Beneficiary of such a full security interest in such fisheries conservation and management allocation, the attorney-in-fact authority conferred upon the Beneficiary
by Article XI of the Title XI Financial Agreement. 
  
 IN TRUST,
however, to secure and enforce the repayment of all of Grantor’s obligations under the promissory note set forth above and to secure Grantor’s promises contained hereinafter. 
  
 GRANTOR FURTHER COVENANTS, WARRANTS AND AGREES: 
  
 7. TAXES, FEES: To pay when due all taxes, liens, judgments, assessments or
fees assessed against said property and to promptly furnish Beneficiary with tax receipts or like documents evidencing payment of or release from all taxes, liens, judgments, assessments or fees. By execution hereof, Grantor agrees to pay when due
all community water system assessment and meter fees, if any, applicable to said property, and in the event of foreclosure, hereby does transfer and assign to the purchaser all of Grantor’s interest and membership, if any, in said community
water system applicable to said property, and agrees to execute such documents as are necessary to effectuate such transfer. 
  
 8. INSURANCE REQUIREMENT: To insure and keep insured buildings and other improvements now on or which may hereafter be placed on said premises, against
loss or damage by fire, water windstorm and/or all hazards included within “extended coverage”, as well as loss or damage by flood in areas designated by the U.S. Department of Housing and Urban Development as subject to flood, any policy
evidencing such insurance to be deposited with, and the loss thereunder to be payable to Beneficiary as its interest may appear, and providing for immediate notification to Beneficiary of any lapse, cancellation or other impairment of said
insurance. All policies shall be written by reliable insurance companies authorized to write policies of insurance in the State of Virginia, acceptable to Beneficiary. At the option of Beneficiary, and subject to the general regulations of U.S.
Department of Commerce, where applicable, sums received by Beneficiary from such insurance companies may be used to pay for reconstruction or repair of destroyed or damaged buildings or improvement(s); or, if not so applied may, at the sole option
of the Beneficiary, be applied in payment of any indebtedness, matured or unmatured, secured by this deed of trust and security agreement. The Beneficiary will be listed on any insurance policy and named as First Loss Payee on all insurance covering
real property, except Liability coverage, in which case the Beneficiary is named a Loss Payee as its interest may appear. The Beneficiary will also be listed as a First Loss Payee on all insurance covering personal property, as its interest may
appear. 
  
 9. USE OF THE PROPERTY: That the aquaculture portion
of the premises hereinbefore described, if any, shall be continuously used in a husbandlike manner for aquaculture production which incorporates good aquaculture practices that will produce the maximum yield consistent with conservation goals; that
in the event that any part of the premises is used for agriculture, it shall be conducted in a husbandlike manner, that Waste will not be committed or permitted; if timber land is involved as security, Grantor will follow good and approved forestry
practices to minimize or prevent fire danger, erosion or depreciation, protect young trees, and maintain forest production; it is agreed, however, that no timber now or hereafter affected hereby will be cut, removed, damaged or turpentined (except
such as is customarily used on the property for fuel, fencing or repairs) without the prior written consent of the Beneficiary. Grantor will promptly notify Beneficiary of any damage to timber from any source. Grantor will, where practical, promptly
notify Beneficiary of any potential damage to timber. In the event this covenant, or any part, is breached, Grantor agrees to pay all costs and expenses, including reasonable attorney’s fees, incurred by Beneficiary in investigating such
violation and in protecting and preserving this security. 
  
 10.
EVENTS OF DEFAULT-REMEDIES: This conveyance, however, is in trust to secure the payment and performance of the obligations. But if Grantor fails to pay when due any sums secured hereby or if default is made by Grantor (or any one of them) in the
payment or performance of any of the obligations under the Note, Promissory Note to the United States, Deed of Trust and Security Agreement, Title XI Agreement, or any other document or agreement associated with 







 
this transaction, or in case Grantor should become insolvent, commit an Act of Bankruptcy, or apply to a bankruptcy court to be adjudicated a voluntary
bankrupt, or proceedings be instituted to put Grantor in involuntary bankruptcy, or should any proceedings be taken against Grantor for the appointment of a receiver, assignee or trustee, or should Grantor make an assignment for benefit of one or
more creditors, or should Beneficiary in good faith deem itself insecure and its prospect of payment impaired, or if any loan proceeds are used for a purpose that will: (1) contribute to excessive erosion of highly erodible land or to the
conversion of wetlands to produce an agricultural commodity, as further explained in 7 CFR Part 1940, Subpart G, Exhibit M, or (2) result in poor aquaculture practices, then in that event all of the obligations shall, at the option of
Beneficiary, be and become at once due and payable without notice to Grantor, and Trustee herein named or his successor or successors shall, at the request of Beneficiary, sell all or any part of the Property as set out in ¶ 30 of this Deed of
Trust and Security Agreement. In the event of any such default, Beneficiary shall also have all the remedies of a secured party under the Uniform Commercial Code of Virginia and any other applicable law, including, but not limited to the right to
seek a judgment for any deficiency in the amount owed, following liquidation of collateral. All remedies of Beneficiary shall be cumulative. A failure on the part of Beneficiary to exercise any remedy or option contained in this Deed of Trust and
Security Agreement in the event of default shall not constitute a waiver of Beneficiary’s right to exercise said remedy or option in the event of that or any subsequent default. 
  
 11. COMPLIANCE WITH ALL REGULATIONS: With respect to the Property, Grantor covenants with Beneficiary, that Grantor has
complied, is in compliance, and will at all times comply in all respects with all applicable laws (whether statutory, common law or otherwise), rules, regulations, orders, permits, licenses, ordinances, judgments, or decrees of all governmental
authorities (whether federal, state, local or otherwise), including, without limitation, all laws regarding public health or welfare, environmental protection, water and air pollution, composition of product, underground storage tanks, toxic
substances, hazardous substances, hazardous materials, hazardous wastes, other wastes or used oil, asbestos, occupational health and safety, nuisances, trespass, and negligence. 
  
 12. HOLD HARMLESS AGREEMENT: Grantor agrees to indemnify and hold Beneficiary, its directors, employees, agents, and its
successors and assigns, harmless from and against any and all claims, losses, damages, liabilities, fees, penalties, charges, judgments, administrative orders, remedial action requirements, enforcement actions of any kind, and all costs and expenses
incurred in connection therewith (including but not limited to, attorney’s fees and expenses, including all attorney’s fees and expenses incurred by Beneficiary in and for this indemnity), arising directly or indirectly, in whole or in
part out of any failure of Grantor to comply with the environmental representations, warranties and covenants contained herein. 
  
 13. SURVIVAL OF GRANTOR’S LIABILITY: Grantor’s representations, warranties, covenants and indemnities contained herein shall survive the
occurrence of any event whatsoever, including without limitation, the satisfaction of the promissory note secured hereby, the reconveyance or foreclosure of the mortgage, the acceptance by Beneficiary of a deed in lieu of foreclosure, or any
transfer or abandonment of the property, failure to comply strictly with the representations, warranties, covenants and indemnities commenced herein shall constitute a default under this deed of trust. 
  
 14. VALID SEVENTH LIEN: That this deed of trust and security agreement is a
valid seventh lien against all the land, interests and improvements offered and/or appraised as security for this loan and that the property and interests described herein is now free and clear of any and all other liens and encumbrances except as
otherwise set forth herein. If the validity of this deed of trust, or if Grantor’s title to any of said land, interests or improvements is questioned in any manner, or if any part of such land, interests or improvements is not properly
described herein, Beneficiary may, in its discretion, investigate and take such action as it considers necessary or desirable for the protection of its interests and for this purpose may employ legal counsel or expert assistance and the Grantor will
promptly pay all expenses so incurred by Beneficiary. 
  
 The lien
of this deed of trust is subordinate and of inferior dignity to the lien of that certain prior deed of trust dated July 18, 1989, from Zapata Haynie Corporation to Michael T. Bradshaw, et al, Trustees, securing the United States
of America in the original amount of $4,675,000.00, recorded in Deed Book 298, at Page 80, in the Clerk’s Office of the Circuit Court of Northumberland County, Virginia, as amended by that certain Amendment dated March 31, 1993, recorded
in Deed Book 348, at Page 130, in the Clerk’s Office aforesaid. 






 The lien of this deed of trust further is subordinate and of inferior dignity to the lien of that certain
prior deed of trust dated October 30, 1996, from Zapata Protein (USA), Inc., to James C. Breeden, et al, Trustees, securing the United States of America in the original amount of $1,848,562.00, recorded in Deed Book 407, at Page
706, in the Clerk’s Office of the Circuit Court of Northumberland County, Virginia. 
  
 The lien of this deed of trust further is subordinate and of inferior dignity to the lien of that certain prior deed of trust dated May 12, 1998, from Omega Protein, Inc., to Matson C. Terry, II, et
al, Trustees, securing the United States of America in the original amount of $2,593,761.00, recorded in Deed Book 431, at Page 200, in the Clerk’s Office of the Circuit Court of Northumberland County, Virginia. 
  
 The lien of this deed of trust further is subordinate and of inferior dignity
to the lien of that certain prior deed of trust dated December 21, 1999, from Omega Protein, Inc., to Matson C. Terry, II, et al, Trustees, securing the United States of America in the original amount of $2,030,661.00, recorded in
Deed Book 460, at Page 721, in the Clerk’s Office of the Circuit Court of Northumberland County, Virginia. 
  
 The lien of this deed of trust further is subordinate and of inferior dignity to the lien of that certain prior deed of trust dated October 19, 2001,
from Omega Protein, Inc., to Matson C. Terry, II, et al, Trustees, securing the United States of America in the original amount of $1,900,000.00, recorded in Deed Book 495, at Page 338, in the Clerk’s Office of the Circuit Court
of Northumberland County, Virginia. 
  
 The lien of this deed of
trust further is subordinate and of inferior dignity to the lien of that certain prior deed of trust dated December 29, 2003, from Omega Protein, Inc., to Matson C. Terry, II, et al, Trustees, securing the United States of America
in the original amount of $5,300,000.00, recorded in Deed Book 564, at Page 674, in the Clerk’s Office of the Circuit Court of Northumberland County, Virginia. 
  
 15. GRANTOR TO PAY EXPENSES: That if Grantor defaults in any of the provisions of this Deed of Trust and Security Agreement,
particularly, but not limited to, ¶¶ 7, 8, 9 or 14, then Beneficiary may pay such taxes, liens, judgments or assessments, obtain and pay for such insurance, advance such attorney’s fees, expenses and costs, or take any other action or
incur any other expenditures that Beneficiary determines are necessary to protect Beneficiary’s interests and Grantor agrees to immediately pay Beneficiary all amounts so advanced and that all amounts so advanced shall be secured hereby.

  
 16. USE OF PROCEEDS: That all representations and statements
made in the application for this loan are true and correct, that the proceeds of this loan will be used solely for the purposes specified in said application and that Grantor will comply with all requirements and conditions imposed by Beneficiary in
making this loan. 
  
 17. NON-ALIENATION CLAUSE: To not sell,
assign or convey any part or all of the mortgaged premises (regardless of whether the buyer or assignee “assumes” the note or takes the mortgage premises “subject to” such note, or whether by contract for deed or sale) without
first obtaining the Beneficiary’s prior written consent as long as the above note, or any part, or any other sum owed to the Beneficiary, remain unpaid. If Grantor is a corporation, not to change the substantial ownership and/or control of said
corporation without first obtaining the Beneficiary’s prior written consent as long as the above note, or any part, or any other sums owed to the Beneficiary, remain unpaid. 
  
 18. PROMPT PAYMENT PROVISION: That all payments of principal and interest (or any part thereof) not made when due shall bear
interest from due date to the date of payment thereof by maker or assumptor at the default rate which is equal to eighteen percent (18%) per annum. All advances made by the holder hereof shall be secured by and under this Deed of Trust and
Security Agreement and shall be payable with interest from the date each advance is made until paid by maker or assumptor at the default rate. 
  
 19. RELEASE PROVISION: That Beneficiary may at any time, without notice, release any of the property described herein, grant extensions or deferments of
time of payment of the indebtedness secured hereby, or any part thereof, grant subordinations of lien(s) or release from liability any parties who are or may become liable for the payment of said indebtedness, without affecting the priority of this
lien or the personal liability of the Grantor or any other party liable or who may 







 
become liable for the indebtedness secured by this instrument. If all or any part of the property hereinabove described becomes vested in any party other
than Grantor, Beneficiary may, without notice to Grantor, deal with such successor in interest with reference to this instrument and the debt(s) and obligation(s) hereby secured in the same manner as with the Grantor, without in any way releasing,
vitiating or discharging the Grantor’s liability hereunder or for the debt(s) and obligation(s) hereby secured and extension(s) of time for payment or other loan treatment(s) described herein given or permitted by Beneficiary shall not operate
to release, vitiate, or discharge the liability of the Grantor herein, either in whole or in part. 
  
 20. BENEFICIARY NON-WAIVER: That the failure of Beneficiary to exercise any option or make any decision or election under any term or covenant herein
expressed shall not be deemed a waiver of the right to exercise such option or to make such decision or election at any time. 
  
 21. SUCCESSORS & ASSIGNS BOUND: That each covenant and agreement herein contained shall inure to the benefit of and bind the successors and
assigns of Beneficiary and Grantor. 
  
 22. SUBSTITUTE TRUSTEE:
Beneficiary may, without notice to any party to this Deed of Trust and Security Agreement, or to the successors or assigns, and without regard to the willingness or inability of Trustee to act, or to execute this trust, appoint another person or
succession of persons to act as Trustee herein, and such appointee or substitute shall have all the title, authority and powers in the execution of this trust as are vested in Trustee. If Beneficiary be a corporation such appointment may be made by
any one of its officers or agents. No single exercise of this power of appointment, the power of sale, or any other power or right given in this Deed of Trust and Security Agreement shall exhaust the right to exercise such power but all rights and
powers herein given may be exercised as often as may be necessary for the collection of all amounts secured by this Deed of Trust and Security Agreement until said amounts are fully paid and discharged. At any sale hereunder, Trustee may from time
to time, adjourn said sale to a later date without re-advertising the sale by giving notice of the time and place of such continued sale at the time Trustee shall make such adjournment. And at any sale made to enforce the trust herein given,
Beneficiary or any person in interest may become a purchaser and upon payment of the purchase price, Trustee shall provide a deed of conveyance by Special Warranty, which conveyance shall vest full and perfect title in such purchaser upon payment of
the purchase price. 
  
 23. LIFE INSURANCE: That in the event
Grantor purchases life insurance (group, credit or other) in connection with this loan but subsequently fails to pay the premium to keep same in force, the Beneficiary, at its option, may pay such premium on Grantor’s behalf, charge such
payment to the loan, and such advance of premiums shall be secured by this mortgage and bear interest the same as other advances provided for in this Deed of Trust and Security Agreement. Any policy evidencing such insurance to be deposited with and
any loss thereunder to be payable to Beneficiary as its interest may appear. 
  
 24. FINANCIAL STATEMENT: To furnish to the Beneficiary annually a financial statement and income statement attested to by Grantor or verified by a public accountant. 
  
 25. DEATH OF SIGNATORY: All parties to this deed of trust or to the note
hereby secured covenant and agree that upon the death of any signatory, maker, or comaker of such note the owner and holder of said note may, at holder’s option, mature or accelerate the entire balance owing on said note whereupon all amounts
owing by virtue thereof shall be immediately due and payable. 
  
 26. INSPECTION: The Grantor hereby grants and will cause any tenants to grant to Beneficiary, its agents, attorneys, employees, consultants, contractors, successors and assigns, an irrevocable license and authorization upon reasonable
notice to enter upon and inspect the Property and facilities thereon and perform such tests, including without limitation, subsurface testing soils and groundwater testing and other tests which may physically invade the Property thereon, as the
Beneficiary, in its sole discretion, determines is necessary to protect its security interest, provided however, that under no circumstances shall the Beneficiary be obligated to perform such inspections or tests. Any such inspections or tests shall
be at the sole cost of the Grantor. 
  
 27. NONTRANSFERABILITY:
Except as provided by regulations of the Beneficiary neither the property or any portion thereof or interest therein shall be leased, assigned, sold, transferred, or encumbered, voluntarily or otherwise, without the prior written consent of the
Beneficiary. The Beneficiary shall 







 
have the sole and exclusive rights as Beneficiary hereunder, including but not limited to the power to grant consents, partial releases, subordinations and
satisfaction, and no insured holder shall have any right, title and interest in or to the lien or any benefits hereof. 
  
 28. ACCELERATION OPTION: If all or any part of the Property or an interest therein is sold, transferred, encumbered or otherwise disposed of by Grantor
without Beneficiary’s prior written consent, Beneficiary may, at Beneficiary’s option, declare all of the obligations to be immediately due and payable. Beneficiary shall have waived such option to accelerate if, prior to the sale or
transfer, Beneficiary and the person to whom the Property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to Beneficiary and that the interest payable on the sums secured by the Deed of Trust
and Security Agreement shall be at such rate as Beneficiary shall request and the party assuming the obligations meets the criteria set out in Title XI for all borrowers. Regardless of any assumption or transfer of the Property and/or the
obligations arising under the Deed of Trust and Security Agreement, Grantor will not be released from any obligation to Beneficiary until the entire debt and all sums associated therewith are paid in full. If Beneficiary exercises such option to
accelerate, Beneficiary shall mail Grantor notice of acceleration. Such notice shall provide a period of not less than 30 days from the date of notice is mailed within which Grantor may pay the sums ordered due. If Grantor fails to pay such sums
prior to the expiration of such period, Beneficiary may, without further notice or demand on Grantor, invoke any remedies permitted by this Deed of Trust and Security Agreement, or any other security document associated with this transaction.

  
 29. PAYMENT OF ADVANCES: Now, if Grantor shall pay said
indebtedness and any future advances, additional advances, readvances or any other indebtedness in addition to the original indebtedness set forth herein, and secured hereby, and keep and perform all of the covenants and agreements of this deed of
trust, it shall become null and void. 
  
 30. FORECLOSURE AND SALE
OF THE PROPERTY: This deed of trust shall be construed to impose and confer upon the parties hereto, and the Beneficiaries hereunder, all duties, rights and obligations as set forth in Section 55-59, and 55-59.1 through 55-59.4 and 55-60 of the
Code of Virginia as now in force and (to the extent that any amendment thereof shall not limit the rights of the Trustees or Beneficiaries hereunder or the obligations of the Grantor) as hereafter amended; and further to incorporate herein the
following provisions by the short form references below, of Sections 55-59 and 55-59.1 through 55-59.4 and 55-60 of the Code of Virginia: 
  
 ADVERTISEMENT REQUIRED: Four times in a newspaper 
 published or having general circulation in Northumberland County 
 BIDDER’S DEPOSIT: of Ten Percent (10%) may be required.

 EXEMPTIONS WAIVED. 
 SUBJECT TO
CALL UPON DEFAULT. 
 RENEWAL OR EXTENSIONS PERMITTED. 
  
 Grantor acknowledges that Beneficiary will have the right to seek a deficiency judgment in the event of default, sale of the
property and Beneficiary not being made whole from the proceeds of such sale. 
  
 31. MULTIPLE COUNTIES: In case the real estate herein described is situated in more than one county or in more than one judicial district of a county or counties, a foreclosure sale of all of said real estate may be
made in any one of the counties or judicial districts in which any part thereof is situated, after giving notice of the time, place and terms of sale in the manner above described in each county and judicial district in which any part of said land
lies. 
  
 32. SURRENDER OF POSSESSION: It is further stipulated
and agreed that in case of any sale hereunder Grantor shall immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor shall become a tenant at sufferance of the purchaser, subject to an action for unlawful entry and
detainer. 
  
 33. BENEFICIARY’S RIGHT TO BID: It is expressly
agreed between the parties hereto, that in the event of foreclosure and sale, that the Beneficiary hereunder, or its successors and assigns, may bid at any such sale or sales and may purchase the property secured hereunder if the high bidder
therefor, as if Beneficiary were a stranger to this conveyance. 






 34. MAILING ADDRESS: For purposes of giving any notice that may be required by the terms of this deed of
trust, Grantor hereby stipulates and agrees that his mailing address is P.O. Box 2866, Hammond, La 70404 and Beneficiary may rely upon this stipulation until such time as Beneficiary has been advised in writing by Grantor of a change of address.

  
 35. SEVERABILITY: The unenforeceability or invalidity of any
provision(s) of this Deed of Trust and Security Agreement shall not render any other provision(s) herein unenforceable or invalid. This Deed of Trust and Security Agreement may be amended only by an instrument in writing, signed by Grantor and
Beneficiary, and may not be amended orally or by any course of conduct or otherwise than by written instrument. 
  
 All riders, appendages, exhibits, erasures, corrections and interlineations, if any, have been made and approved before signing hereof. 
  
 IN WITNESS WHEREOF, the Grantor has caused its name to be signed hereto and
its corporate seal affixed and attested pursuant to corporate resolutions, which resolutions have not been rescinded, revoked or modified. 
  

			
	 Omega Protein, Inc.

		
	 By:
	 	/s/    ROBERT W.
STOCKTON        
	 Its
	 	Vice President


  

	
	 ATTEST:

	
	/s/    JOHN D. HELD        
	Secretary

  
 STATE
OF TEXAS 
  
 CITY/COUNTY OF HARRIS 
  
 Personally appeared before me, the undersigned authority in and for said
County and State the within named Robert W. Stockton,    , the Vice President, and John D. Held , the Secretary, Vice President and Chief Financial Officer of Omega Protein, Inc., who acknowledged that they signed and
delivered the above and foregoing instrument on the day and year and for the purposes therein mentioned as their own voluntary acts and deeds. 
  
 WITNESS my hand and official seal this 17th day of October, 2005. 
  

	
	
	 
	Notary Public


  
 My commission
expires:                                      
  
 NOTARY AFFIX SEAL HERE!