TITLE XI FINANCIAL AGREEMENT

Exhibit 10.6

Case No. FF-G-017A

TITLE XI FINANCIAL AGREEMENT

THIS TITLE XI FINANCIAL AGREEMENT (hereinafter, the “Financial Agreement”), dated March 7, 2007 , is made and entered into by Omega Protein, Inc. , (hereinafter, the “Borrower”), Omega Protein Corporation , (hereinafter, the “Guarantor”), ¹ and the UNITED STATES OF AMERICA acting by and through the Secretary of Commerce, (hereinafter, the “Government”),

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

WHEREAS, heretofore, the Government, pursuant to the provisions of Title XI of the Merchant Marine Act, 1936, as amended, found at 46 USC § 1271 et seq., and 50 CFR 253, as amended by Public Law 104-297 on October 11, 1996, known as the Fisheries Finance Program (FFP), made, entered into, and delivered certain agreements and covenants, as contained in an approval and agreement letter (hereinafter, the “Approval Letter”), dated December 1, 2005, and such Approval Letter has been accepted by the Borrower and the Guarantor. The Approval Letter contemplates a loan from the Government to the Borrower, in the amount of $16,442,000.00 , in separate tranches (hereinafter, the “Loan”). This transaction will be evidenced by the issuance of various Promissory Notes to the United States of America by the Borrower. Initially the Borrower will issue a promissory note in the amount of $6,349,000.00 , (hereinafter, the “Note”). The Loan, including but not limited to the Note, will be secured by the property listed in ARTICLES I and II, below; and

WHEREAS, the Borrower and Guarantor understand that the Government is unwilling to enter into the aforementioned transaction unless this Financial Agreement and related documents are executed by the Borrower and Guarantor. For that reason, the Borrower and Guarantor have agreed to execute and deliver this Financial Agreement.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Borrower and Guarantor hereby agree to the following:

1

ARTICLE I: COLLATERAL

The Collateral which the Borrower is giving to the Government in order to obtain this loan from the Government, includes all of the items listed below:

1. THE EQUIPMENT: The Borrower will provide to the Government security interests, evidenced by UCC filings, in the full amount of the Promissory Note, on all of the property described below (hereinafter, the “Equipment”).

All fisheries unloading, processing holding and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s business on the properties which secure the Promissory Note and any other debt to the Government, or on any other Borrower’s business premises at any other site at which the Borrower now conducts, or in the future may conduct, its operations and regardless of the Equipment’s actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stock; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—all together with all associated equipment, machinery, parts, tools, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties securing the Promissory Note.

THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “Purchase-Money Equipment”). In such cases, the Borrower agrees to the following:

(a) To give to the Government UCC security interests on the Purchase-Money Equipment second only to the first interests pledged to the lenders of the purchase money (hereinafter, the “Purchase-Money UCC security interests”); and

2

Article I, COLLATERAL (continued)

(b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and

(c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and

(d) No other Equipment or rights shall be secured by the Purchase-Money UCC security interests; and

(e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s second UCC security interest will ascend to first priority.

THE EQUIPMENT SHALL BE INVENTORIED sufficiently to describe with certainty in the security agreement and associated UCC filing. The inventory shall be valued by appraisers acceptable to the Government. The inventory and appraisals shall be at the Borrower’s cost and paid before this loan is closed, unless this requirement is specifically waived by the Government.

THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions:

(a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s default, but before any judicial action regarding such default; and

(b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and

(c) Omega Protein, Inc., and Omega Protein Corporation, agree that none of these corporations will enter into any transaction or agreement with any party which will result in that party having a secured interest in the Equipment unless that party first enters into a written agreement, with provisions acceptable to the Government, that:

(i) Except for purchase money lien holders, recognize the Government’s senior interest in, and sole rights to, the Equipment or proceeds of the Equipment’s liquidation; and

3

Article I, COLLATERAL (continued)

(ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.

2. THE REAL PROPERTY includes:

(a) A Deed of Trust in the full amount of the FFP Debt, on such property as more fully described in Exhibit A, attached hereto, owned by Borrower, together with all improvements thereon which comprise the Borrower’s shoreside storage facility in Moss Point, Mississippi.

(b) A Second Real Estate Mortgage in the full amount of the FFP debt, on such property as more fully described in Exhibit B, attached hereto, owned by Borrower, together with all improvements thereon which comprise the Borrower’s shoreside facililty in Abbeville, Louisiana.

3. PREFERRED SHIP MORTGAGE:

(a) A Preferred Ship Mortgage in the full amount of the FFP Debt, on the vessel SEA BEE, O.N. 549886.

4. THE GUARANTEE: An unconditional guarantee of repayment of the FFP Debt will be given to the Government by Omega Protein Corporation.

4

ARTICLE II: ADDITIONAL COLLATERAL

1. INDIVIDUAL TRANSFERABLE QUOTAS: Should a limited fisheries access system be initiated at some future date under which the Borrower is granted a transferable fishery 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 Borrower agrees to grant to the Government a full senior security interest in such allocation by whatsoever means deemed by the Government to be appropriate (including, but not limited to, the Borrower’s execution of security agreements and the filing of financing statements under the UCC). Further, if the Borrower fails to do so, the Borrower agrees that the Government may use, for the purpose of executing and otherwise perfecting whatever documents may be required to effect the grant to the Government of such a full security interest in such fisheries conservation and management allocation, the attorney-in-fact authority conferred upon the Government by ARTICLE IX of this agreement.

2. OTHER COLLATERAL: Any new, different, substitute or other collateral which may, from time to time, be provided by the Borrower or the Guarantor to the Government, will be subject to all of the covenants and provisions of all of the documents executed in connection with this transaction, including, but not limited to the Deed of Trust, Security Agreement, this Financial Agreement, the Promissory Note, the Approval Letter, and UCC security interests.

ARTICLE III: GOVERNMENT’S PRIOR WRITTEN CONSENT REQUIRED

Without the prior written consent of the Chief, Financial Services Division, National Marine Fisheries Service, which consent will not unreasonably be withheld, (1) The Borrower, the Principals, or the Guaranteeing Company may not take any of the actions prohibited by the Approval Letter dated December 1, 2005, and September 14, 2006, or prohibited by any other of the loan documents.

ARTICLE IV: BORROWER’S OBLIGATIONS AND COVENANTS

The Borrower shall be bound by and do, perform or discharge all of the following actions.

1. NOTICES TO THE GOVERNMENT: within ten (10) days of its occurrence, but in no event more than 30 days after its occurance, Borrower and the Guarantor must give the Government written notice of any of the following:

(a) Any pending litigation, business reverse, casualty, loss, or any other matter which diminishes:

(i) its ability to service any debt actually or contingently owed the Government; or

5

Article IV, BORROWER’S OBLIGATIONS AND COVENANTS (continued)

(ii) its ability to perform any other duty or obligation owed the Government; or

(iii) its ability to fully and faithfully perform any covenant with the Government; or

(iv) the value of any property or other assets pledged to the Government; or

(v) the net worth of any party against whom the Government has recourse for this debt.

(b) The institution of any suit against the Borrower which demands $50,000 or more; or the institution of any suit demanding $50,000 or more against any other person or entity that may adversely affect the Government’s interest hereunder, in the Promissory Note or otherwise.

ARTICLE V: FINANCIAL REPORTING TO AND INSPECTIONS BY THE GOVERNMENT

1. BORROWER AGREES TO PROVIDE THE GOVERNMENT WITHIN 20 DAYS FOLLOWING THE END OF EACH QUARTER of its tax or accounting years, a certified correct copy of:

(a) a balance sheet; and

(b) an income and expense statement for the preceding twelve months; and

(c) an aging report of all receivables outstanding; and

(d) an inventory report for all inventories maintained at the end of each year.

ANNUALLY: At the end of each fiscal year, said Article V, l(a) through (d) will be compiled by independent certified public accountants who are acceptable to the Government.

6

Article V, FINANCIAL REPORTING (continued)

ALL ANNUAL financial reports required hereunder shall include a certification from the Borrower’s Chief Financial Officer that either:

(a) There has been no default, as provided by the security instruments, during the reporting period; or

(b) There has been a default, as provided by said security instruments, durin