Certification And Indemnification Agreement Regarding Environmental Matters

Exhibit 10.8

Case No. FF-G-017A

CERTIFICATION AND INDEMNIFICATION AGREEMENT REGARDING ENVIRONMENTAL MATTERS THIS INDEMNITY AGREEMENT is entered into this 7th day of March, 2007 , between Omega Protein, Inc., 2101 City West Blvd., Building 3, Suite 500, Houston, Texas 77042 , (hereinafter, the " Borrower" ), Omega Protein Corporation, 2101 CityWest Blvd., Building 3, Suite 500, Houston, Texas 77042, (hereinafter, the " Guarantor" ) and the United States of America, acting by and through the Secretary of Commerce, National Oceanic and Atmospheric Administration, National Marine Fisheries Service, Office of Financial Services, Southeast Region, 263 13 th Avenue South, St. Petersburg, Florida 33701, (hereinafter, the " Government" ); and RECITALS:

1. The Borrower is the owner of certain real property, (hereinafter, the " Premises" ), located in the State of Mississippi and the State of Louisiana, which are more particularly described in Exhibits A and B, attached hereto and incorporated herein by this reference, and defined below.

2. Pursuant to that certain Approval Letter dated December 1, 2005, the Government has agreed to lend $16,442,000.00 to the Borrower, in separate tranches, (hereinafter, the " Loan" ). Initially the Government will lend to the Borrower $6, 349,000.00, in consideration for which the Borrower has executed and delivered to the Government a certain Promissory Note payable to the government (hereinafter, the " Note" ), which Note is secured by, among other things, certain mortgages/deeds, respecting the Properties (hereinafter, the " Mortgage" ). These mortgages are more particularly described in Exhibit 1, attached hereto and incorporated herein by this reference.

3. As a condition to providing the Loan, the Government requires the Borrower and Guarantor to provide certain indemnities concerning Hazardous Materials or Contamination (both as hereinafter defined) affecting the Premises.

DEFINITIONS:

All terms contained herein are defined in the Acknowledgement of Definitions executed by all parties to this transaction.

IN CONSIDERATION OF the issuance of certain Loans pursuant to the provisions of Title XI of the Merchant Marine Act, 1936, as amended, found at 46 USC a71271 et seq., and 50 CFR 253, as amended by Public Law 104-297 on October 11, 1996, known as the Fisheries Finance Program (FFP), Borrower hereby represents, warrants, covenants, acknowledges and agrees in favor of the Government, on a continuing basis, as follows: BORROWER' S REPRESENTATIONS AND WARRANTIES:

The Borrower hereby represents and warrants, to the best of its knowledge, in favor of the Government, as follows:

1. The Premises, and its existing and prior uses, comply, and have at all times complied with, and neither the Borrower or any other individual or entity is in violation of, nor has violated, in connection with the ownership, use, maintenance or operation of the Premises or the conduct of the business related thereto (including manufacturing, importing, processing, using, distribution, discharging, storing, treating and disposing of any substance) any applicable federal, state, county or local statute, law, regulation, rule, ordinance, code, license and permit of any and all governmental authorities relating to environmental matters, including, but not limited to, the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act, and any amendments or extensions of the foregoing statutes, and all other applicable environmental requirements.


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2. The Borrower and/or any other individual or entity have operated the Premises and have at all times received, handled, used, stored, treated, shipped and disposed of all hazardous materials, substances, petroleum products and waste in strict compliance with all applicable environmental, health or safety statutes, ordinances, orders, rules, regulations or requirements, and have removed in compliance with all applicable environmental requirements from and off the Premises all hazardous materials, substances, petroleum products and waste. 3. There are no statutes, orders, rules, regulations or agreements relating to environmental matters requiring any work, repairs, feasibility studies, remedial investigations, clean up costs, construction or capital expenditures, or any other response costs with respect to the Premises, nor have the Borrower or any other individual or entity received any notice of any of the same. 4. No hazardous or toxic materials, substances, pollutants, contaminants or wastes have been released, spilled, leaked, poured, dumped, deposited, discharged or disposed of into the air, land or water at, on or from the Premises, nor have the Premises been used at any time by any person or entity as a landfill or a waste disposal site. 5. No notices of any violation of any of the matters referred to in the preceding sections, above, relating to the Premises or its use have been received by the Borrower and the Guarantor and/or any other individual or entity, and there are no writs, injunctions, decrees, rulings, orders or judgments outstanding, no law suits, claims, proceedings, investigations, remedial investigations, feasibility studies, clean up costs or other response costs pending or threatened, relating to the ownership, use, maintenance or operations of the Premises, nor is there any basis for such law suits, claims, proceedings or investigations being instituted or filed.


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6. The Borrower and/or any other individual or entity will operate the Premises and shall at all times receive, handle, use, store, treat, ship and dispose of all hazardous materials, substances, petroleum products and waste in strict compliance with all applicable environmental, health or safety statutes, ordinances, orders, rules, regulations or requirements, and will remove in compliance with all applicable environmental requirements from and off the Premises all hazardous materials, substances, petroleum products and waste. 7. The Borrower further covenants that it will promptly notify the Government of any fact or event which affects, alters or li ...