Amendment to Loan and Security Agreement among Omega Protein Entities and Bank of America, N.A.
This amendment updates the existing Loan and Security Agreement between Omega Protein Corporation, Omega Protein, Inc., several related guarantor companies, and Bank of America, N.A. The changes increase the annual limit on capital expenditures and exclude up to $20 million in spending on a specific fish oil refinery project from that limit, provided it is not financed by the bank or others. The amendment also revises the definition of the Fixed Charge Coverage Ratio to reflect these changes. All parties have agreed to the amendment by signing the document.
Exhibit 10.4
October 21, 2004
Omega Protein Corporation and
Omega Protein, Inc.
1717 St. James Place, Suite 550
Houston, TX 77056
| Re: | Loan and Security Agreement dated as of December 20, 2000, as amended, (“Loan Agreement”) by and among Omega Protein Corporation, Omega Protein, Inc., (individually “Borrower” or collectively, the “Borrowers”), Omega Shipyard, Inc., Omega International Distribution Company, Protein Finance Company, Protein Operating Company, Protein Securities Company and Protein (U.S.A.) Company, (individually, “Guarantor” and collectively, the “Guarantors”), and Bank of America, N.A. (“Bank” or “Lender”) |
| Gentlemen: |
Capitalized terms and used herein but not defined shall have the respective meanings given to such terms in the Loan Agreement.
The Loan Agreement is hereby amended by deleting Section 6(b) and substituting the following in lieu thereof:
| (b) | Net Capital Expenditures. Make Net Capital Expenditures during any fiscal year which, in the aggregate, for both Borrowers, exceed $11,000,000; provided however, that capital expenditures incurred with respect to the construction of a fish oil refinery in Reedville, Virginia, to the extent such capital expenditures are not financed by Bank or any other Person and do not exceed $20,000,000 in the aggregate, shall be excluded from such limitation. |
The Loan Agreement is further amended by deleting the definition of Fixed Charge Coverage Ratio and substituting the following in lieu thereof:
“Fixed Charge Coverage Ratio” means (a) (i) EBITDA for the twelve month period then ended, plus (ii) capital expenditures incurred during the twelve month period then ended with respect to the construction of a fish oil refinery in Reedville, Virginia, to the extent such capital expenditures are not financed by Bank or any other Person and do not exceed $20,000,000 in the aggregate, divided by (b) the sum of (without duplication) (i) interest expense, (ii) Net Capital Expenditures, (iii) scheduled principal payments of Debt, and (iv) federal, state, local and foreign income taxes (excluding deferred taxes), in each case for Borrowers and their subsidiaries on a consolidated basis for the twelve month period then ended.
Please acknowledge your acceptance and agreement to the change by signing below and returning to my attention at the Bank.
This letter amendment may be executed by the parties hereto in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement.
| BANK OF AMERICA, N.A. | ||
| By: | /s/ Stuart A. Hall | |
| Stuart A. Hall Vice President | ||
Acknowledged and Agreed:
| OMEGA PROTEIN CORPORATION (“Borrower”) | ||
| By: | /s/ Robert W. Stockton | |
| Name: Title: | Robert W. Stockton Executive Vice President and Chief Financial Officer October 27, 2004 | |
| OMEGA PROTEIN, INC. (“Borrower”) | ||
| By: | /s/ Clark A. Haner | |
| Name: Title: | Clark A. Haner Vice President Controller and Administration | |
| OMEGA SHIPYARD, INC. (“Guarantor”) | ||
| By: | /s/ Clark A. Haner | |
| Name: Title: | Clark A. Haner Vice President Controller and Administration | |
| OMEGA INTERNATIONAL DISTRIBUTION COMPANY (“Guarantor”) | ||
| By: | /s/ Clark A. Haner | |
| Name: Title: | Clark A. Haner Vice President Controller and Administration | |
| OMEGA FINANCE COMPANY (“Guarantor”) | ||
| By: | /s/ Clark A. Haner | |
| Name: Title: | Clark A. Haner Vice President Controller and Administration | |
| PROTEIN OPERATING COMPANY (“Guarantor”) | ||
| By: | /s/ Clark A. Haner | |
| Name: Title: | Clark A. Haner Vice President Controller and Administration | |
| PROTEIN SECURITIES COMPANY (“Guarantor”) | ||
| By: | /s/ Clark A. Haner | |
| Name: Title: | Clark A. Haner Vice President Controller and Administration | |
| PROTEIN (U.S.A.) COMPANY (“Guarantor”) | ||
| By: | /s/ Clark A. Haner | |
| Name: Title: | Clark A. Haner Vice President Controller and Administration | |
