<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         This Second Amended and Restated Credit Agreement (this "Amendment and
Restatement") is dated as of December 16, 2002 and is among AMERICAN SEAFOODS
HOLDINGS LLC, a Delaware limited liability company ("Holdings"), AMERICAN
SEAFOODS CONSOLIDATED LLC, a Delaware limited liability company (the "Parent"),
AMERICAN SEAFOODS GROUP LLC, a Delaware limited liability company (the
"Borrower"), the Lenders, HARRIS TRUST AND SAVINGS BANK, as Documentation Agent,
THE BANK OF NOVA SCOTIA, as Syndication Agent, and BANK OF AMERICA, N.A., as
Administrative Agent, Issuing Lender and Swingline Lender.

         Holdings, the Parent, the Borrower, Bank of America, N.A., as
Administrative Agent, Issuing Lender and Swingline Lender, Harris Trust and
Savings Bank, as Documentation Agent, The Bank of Nova Scotia, as Syndication
Agent, and certain banks and other financial institutions, as lenders, are
parties to an Amended and Restated Credit Agreement dated as of April 18, 2002
(as amended, supplemented or otherwise modified prior to the date hereof, the
"Existing Credit Agreement"). Capitalized terms not otherwise defined in this
Amendment and Restatement shall have the same meanings as specified in the
Existing Credit Agreement.

         The Borrower has notified the Administrative Agent that the Borrower or
one or more of its Wholly-Owned Subsidiaries intends to acquire all or
substantially all of the assets of Southern Pride Catfish Company, Inc. pursuant
to the Southern Pride Acquisition Agreement. The Borrower has requested that, in
connection with and in order to finance the Southern Pride Acquisition, the
Lenders agree to amend and restate the Existing Credit Agreement to, among other
things, (i) provide for an increase in the Tranche B Term Loans and a Borrowing
in respect thereof on the Restatement Effective Date in a principal amount of
$50,000,000 and (ii) consent to the Southern Pride Acquisition as other than a
Permitted Acquisition. The parties hereto have agreed, subject to the terms and
conditions hereof, to amend the Existing Credit Agreement as provided herein and
to restate the Existing Credit Agreement in its entirety to read as set forth in
the Existing Credit Agreement with the following amendments.

         Accordingly, the parties hereby agree as follows:

                                     PART I

                   AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

         SUBPART 1.01   Amendments to Section 1.01.

            (a) Section 1.01 of the Existing Credit Agreement is hereby amended
         by inserting the following definitions into such Section in the
         appropriate alphabetical sequence:

         "Existing Credit Agreement" has the meaning set forth in the recitals
         to this Second Amended and Restated Credit Agreement.

         "RAFI Lease" means that certain Fishing Rights Lease Agreement, dated
         as of January 28, 2000, between Rebecca Ann Fisheries, Inc. and ASC, as
         amended in accordance with the provisions thereof and of this
         Agreement.

         "Restatement Effective Date" means December 16, 2002.

         "Sarbanes-Oxley Act" means the United States Sarbanes-Oxley Act of
         2002.

<PAGE>

         "Seller" means Joe T. Glover, Jr.

         "Southern Pride" means Southern Pride Catfish Company, Inc., an Alabama
         corporation.

         "Southern Pride Acquisition" means the transactions contemplated by the
         Southern Pride Acquisition Agreement.

         "Southern Pride Acquisition Agreement" means that certain Asset
         Purchase Agreement, dated as of November 20, 2002, among the Borrower,
         Southern Pride Catfish LLC, Southern Pride and the Seller, including
         all exhibits and schedules thereto, and all other agreements and
         instruments relating to the Southern Pride Acquisition, as the same may
         be amended, modified or supplemented from time to time in accordance
         with the provisions thereof and this Agreement.

         "Southern Pride Collateral" means all of the assets of Southern Pride
         which shall become Collateral subject to the Collateral Documents.

            (b) Section 1.01 of the Existing Credit Agreement is hereby amended
         by amending and restating the following definitions in such Section so
         that they read in their entireties as follows:

            "Agreement" means the Existing Credit Agreement, as amended and
         restated on and as of the Restatement Effective Date to read in full as
         provided in this Second Amended and Restated Credit Agreement, as the
         same may be further amended, restated, modified or supplemented from
         time to time.

            "Consolidated Capital Expenditures" means for any period the
         aggregate amount of all expenditures (whether paid in cash or other
         consideration or accrued as a liability) that would, in accordance with
         GAAP, be included as additions to property, plant and equipment and
         other capital expenditures of the Borrower and its Consolidated
         Subsidiaries for such period, as the same are or would be set forth in
         a consolidated statement of cash flows of the Borrower and its
         Consolidated Subsidiaries for such period (including the amount of
         assets leased under any Capital Lease), but excluding (to the extent
         that they would otherwise be included) (i) any such expenditures made
         for the replacement or restoration of assets to the extent paid for by
         any Casualty Insurance Policy or Condemnation Award with respect to the
         asset or assets being replaced or restored to the extent such
         expenditures are permitted under the Credit Documents and (ii) for
         purposes of Section 7.14 and the definition of "Fixed Charge Coverage
         Ratio" only, capital expenditures for the Southern Pride Acquisition
         and Permitted Acquisitions.

            "Pro-Forma Basis" means, for purposes of calculating compliance of
         any transaction with any provision hereof, that the transaction in
         question shall be deemed to have occurred as of the first day of the
         most recent period of four consecutive fiscal quarters of the Borrower
         which precedes or ends on the date of such transaction and with respect
         to which the Administrative Agent has received the financial
         information for the Borrower and its Consolidated Subsidiaries required
         under Section 6.01(a) or (b), as applicable, and the certificates
         required by Section 6.01(c) for such period. As used in this
         definition, "transaction" means (i) any incurrence or assumption by a
         Consolidated Party of Debt under Section 7.01(xiii) or Attributable
         Debt in respect of a Sale/Leaseback Transaction under Section 7.13,
         (ii) any merger or consolidation referred to in Section 7.04 or (iii)
         the Southern Pride Acquisition or any Permitted Acquisition referred to
         in Section 7.06(a)(xiv) or in clause (v) of the definition of
         "Permitted Acquisition" set forth in Section 1.01. In connection with
         any calculation of the financial covenants set forth in Section 7.18
         upon giving effect to a transaction on a "Pro-Forma Basis", (i) any
         Debt incurred by the Borrower or any of its Subsidiaries in connection
         with such transaction (or any other

                                       2

<PAGE>

         transaction which occurred during the relevant four fiscal quarter
         period) shall be deemed to have been incurred as of the first day of
         the relevant four fiscal-quarter period, (ii) if such Debt has a
         floating or formula rate, then the rate of interest for such Debt for
         the applicable period for purposes of the calculations contemplated by
         this definition shall be determined by utilizing the rate which is or
         would be in effect with respect to such Debt as at the relevant date of
         such calculations and (iii) income statement items (whether positive or
         negative) attributable to all property acquired in such transaction or
         to the Investment comprising such transaction, as applicable, shall be
         included as if such transaction has occurred as of the first day of the
         relevant four-fiscal-quarter period.

            "Pro-Forma Compliance Certificate" means a certificate of a
         Responsible Officer or chief accounting officer of the Borrower
         delivered to the Administrative Agent in connection with (i) any
         incurrence or assumption by a Consolidated Party of Debt under Section
         7.01(xiii) or Attributable Debt in respect of a Sale/Leaseback
         Transaction under Section 7.13, (ii) any merger or consolidation
         referred to in Section 7.04 or (iii) the Southern Pride Acquisition or
         any Permitted Acquisition referred to in Section 7.06(a)(xiv) and
         clause (v) of the definition of "Permitted Acquisition" set forth in
         Section 1.01 hereof and containing reasonably detailed calculations
         (with pro-forma adjustments satisfactory to the Administrative Agent),
         upon giving effect to the applicable transaction on a "Pro-Forma
         Basis", of the Interest Coverage Ratio, the Fixed Charge Coverage Ratio
         and the Leverage Ratio as of the last day of the most recent period of
         four consecutive fiscal quarters of the Borrower which precedes or ends
         on the date of the applicable transaction and with respect to which the
         Administrative Agent shall have received the consolidated financial
         information for the Borrower and its Consolidated Subsidiaries required
         under Section 6.01(a) or (b), as applicable, and the certificate
         required by Section 6.01(c) for such period.

            "Tranche B Term Loan" means a Loan made to the Borrower under
         Section 2.04(a) or Section 2.04(g), and "Tranche B Term Loans" means
         the Tranche B Term Loans of the Lenders, collectively.

            "Tranche B Term Loan Commitment" means, without duplication, (i)
         with respect to any Lender, the commitment of such Lender to make
         Tranche B Term Loans to the Borrower on the Effective Date in an
         aggregate principal amount equal to such Lender's Tranche B Term Loan
         Commitment Percentage (as of the Effective Date) of the Tranche B Term
         Loan Committed Amount (as of the Effective Date), and (ii) solely with
         respect to Bank of America, N.A., the commitment of such Lender to make
         a Tranche B Term Loan to the Borrower on the Restatement Effective Date
         in a principal amount equal to $50,000,000.

            "Tranche B Term Loan Commitment Percentage" means, for any Lender,
         (i) from the Effective Date to the Restatement Effective Date, the
         percentage, if any, identified as its Tranche B Term Loan Commitment
         Percentage on Schedule 1.01A, and (ii) from and after the Restatement
         Effective Date, the percentage, if any, identified as its Tranche B
         Term Loan Commitment Percentage on Schedule 1.01A as such percentage
         shall have been modified as a result of the incurrence of $50,000,000
         of Tranche B Term Loans on the Restatement Effective Date in accordance
         with Section 2.04(g), in either case as such percentage may be modified
         in connection with any assignment made in accordance with the
         provisions of Section 10.03(b).

            "Tranche B Term Loan Committed Amount" means (i) from the Effective
         Date to the Restatement Effective Date, $230,000,000, and (ii) from and
         after the Restatement Effective Date, $280,000,000, or, in either case,
         such lesser amount to which the Tranche B Term Loan Committed Amount
         may be reduced pursuant to Section 3.04.

                                       3

<PAGE>

         SUBPART 1.02   Amendments to Section 2.04. (a) Sections 2.04(a) and
2.04(c) of the Existing Credit Agreement are hereby amended by inserting the
phrase "as of the Effective Date" immediately after each occurrence of the
phrases "Tranche B Term Loan Committed Amount" and "Tranche B Term Loan
Commitment Percentage" contained in such Sections.

            (b) Section 2.04(e) of the Existing Credit Agreement is hereby
         deleted in its entirety and the following is hereby replaced in lieu
         thereof:

                "(e)  Amortization of Tranche B Term Loans. On each Principal
            Amortization Payment Date set forth below, the Borrower shall repay,
            and there shall become due and payable (together with accrued
            interest thereon), the aggregate principal amount of Tranche B Term
            Loans set forth below opposite such date (without giving effect to
            any repayments or prepayments made prior to the Restatement
            Effective Date), and the Tranche B Term Loans of each Lender shall
            be ratably repaid:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------
                                                                    TRANCHE B TERM LOAN
            TRANCHE B TERM LOAN PRINCIPAL                          PRINCIPAL AMORTIZATION
              AMORTIZATION PAYMENT DATES                                  PAYMENT
         ------------------------------------------------------------------------------------
         <S>                                                       <C>
                 September 30, 2002                                   $    766,666
         ------------------------------------------------------------------------------------
                 December 31, 2002                                    $    766,667
         ------------------------------------------------------------------------------------
                 March 31, 2003                                       $    866,667
         ------------------------------------------------------------------------------------
                 June 30, 2003                                        $    700,000
         ------------------------------------------------------------------------------------
                 September 30, 2003                                   $    700,000
         ------------------------------------------------------------------------------------
                 December 31, 2003                                    $    700,000
         ------------------------------------------------------------------------------------
                 March 31, 2004                                       $    700,000
         ------------------------------------------------------------------------------------
                 June 30, 2004                                        $    700,000
         ------------------------------------------------------------------------------------
                 September 30, 2004                                   $    700,000
         ------------------------------------------------------------------------------------
                 December 31, 2004                                    $    700,000
         ------------------------------------------------------------------------------------
                 March 31, 2005                                       $    700,000
         ------------------------------------------------------------------------------------
                 June 30, 2005                                        $    700,000
         ------------------------------------------------------------------------------------
                 September 30, 2005                                   $    700,000
         ------------------------------------------------------------------------------------
                 December 31, 2005                                    $    700,000
         ------------------------------------------------------------------------------------
                 March 31, 2006                                       $    700,000
         ------------------------------------------------------------------------------------
                 June 30, 2006                                        $    700,000
         ------------------------------------------------------------------------------------
                 September 30, 2006                                   $    700,000
         ------------------------------------------------------------------------------------
                 December 31, 2006                                    $    700,000
         ------------------------------------------------------------------------------------
                 March 31, 2007                                       $    700,000
         ------------------------------------------------------------------------------------
                 June 30, 2007                                        $    700,000
         ------------------------------------------------------------------------------------
                 September 30, 2007                                   $    700,000
         ------------------------------------------------------------------------------------
                 December 31, 2007                                    $  7,275,000
         ------------------------------------------------------------------------------------
                 March 31, 2008                                       $  7,275,000
         ------------------------------------------------------------------------------------
                 June 30, 2008                                        $  8,850,000
         ------------------------------------------------------------------------------------
                 September 30, 2008                                   $  8,850,000
         ------------------------------------------------------------------------------------
                 December 31, 2008                                    $  8,850,000
         ------------------------------------------------------------------------------------
                 March 31, 2009                                       $223,900,000
         ------------------------------------------------------------------------------------
                 TOTAL                                                $280,000,000"
         ------------------------------------------------------------------------------------
</TABLE>

                                       4

<PAGE>

             (b)  Section 2.04 of the Existing Credit Agreement is hereby
amended by adding the following clause thereto:

             "(g) Subject to the terms and conditions set forth herein, Bank of
        America, N.A. agrees, on the Restatement Effective Date, to make Tranche
        B Term Loans to the Borrower, in Dollars, in an aggregate principal
        amount equal to $50,000,000. The Tranche B Term Loans in an aggregate
        principal amount equal to $50,000,000 made by Bank of America, N.A. on
        the Restatement Effective Date shall be for all purposes Tranche B Term
        Loans under this Agreement, the indebtedness and all amounts owing with
        respect to such Tranche B Term Loans shall, together with the Tranche B
        Term Loans made on the Effective Date in an aggregate principal amount
        equal to $230,000,000, be included as Credit Obligations of the Credit
        Parties, and the Lenders from time to time with respect to such Tranche
        B Term Loans and each other Lender shall receive and be entitled to all
        benefits and rights of the Collateral, which will include the Southern
        Pride Collateral. Automatically upon Bank of America, N.A. making such
        additional Tranche B Term Loans on the Restatement Effective Date, the
        Administrative Agent shall adjust its book and records to reflect the
        pro-rata allocation of all Tranche B Term Loans outstanding under this
        Agreement as of the close of business on the Restatement Effective Date
        among the Lenders according to their respective Tranche B Term Loan
        Commitment Percentages, if any; provided that the aggregate principal
        amount of Tranche B Term Loans owing to each such Lender other than Bank
        of America, N.A. will remain unchanged as a result of the making of such
        Tranche B Term Loans on the Restatement Effective Date. For purposes of
        determining the total number of Groups of Eurodollar Loans of any Class,
        the Tranche B Term Loans made by Bank of America, N.A. on the
        Restatement Effective Date shall be deemed to have been made pursuant to
        Section 2.04(a) of the this Agreement, and such Tranche B Term Loans'
        initial Type requested pursuant to Section 2.04(b) of this Agreement."

         SUBPART 1.03 Amendments to Section 5.15. Section 5.15 of the Existing
Credit Agreement is hereby amended by inserting, after the first sentence
thereof, the following sentence:

         "The proceeds of the Tranche B Term Loans made on the Restatement
         Effective Date will be used solely to (i) fund a portion of the
         consideration paid pursuant to the Southern Pride Acquisition
         Agreement, (ii) repay certain Debt of Southern Pride outstanding as of
         the Restatement Effective Date, (iii) pay certain tax liabilities of
         the Sellers, (iv) pay fees and expenses incurred in connection with the
         Southern Pride Acquisition and (v) fund the general corporate purposes
         of the Borrower and its Subsidiaries."

         SUBPART 1.04 Amendment to Section 6.12. Section 6.12 of the Existing
Credit Agreement is hereby deleted in its entirety and the following is hereby
substituted in lieu thereof:

         "Prior to the date which is 90 days after the Restatement Effective
         Date, the Borrower will have entered into and thereafter maintain in
         full force and effect Derivatives Agreements designed to hedge the
         position of the Borrower with respect to interest rates at rates and on
         terms satisfactory to the Administrative Agent, the effect of which
         shall be to fix or limit the interest rate that would be payable in
         connection with not less than 50% of the aggregate principal amount of
         the Term Loans and the Senior Subordinated Notes for a period expiring
         no earlier than the third anniversary of the Effective Date.
         Notwithstanding anything to the contrary in this Section 6.12, the
         Borrower shall cause the Derivatives Agreements in effect on the
         Restatement Effective Date with respect to the Term Loans made on the
         Effective Date to remain in full force and effect during such 90 day
         period referred to in the immediately preceding sentence."

                                       5

<PAGE>

         SUBPART 1.05 Amendment to Section 6.16. Section 6.16 of the Existing
Credit Agreement is hereby amended by adding the following sentences thereto:

         "Within 60 days of the Restatement Effective Date, the Collateral Agent
         shall have received (i) executed copies of Account Control Agreements
         (as defined in the Security Agreement) with respect to accounts that
         are part of the Southern Pride Collateral and (ii) Additional
         Collateral Documents requested by the Collateral Agent pursuant to
         Section 6.11 of the this Agreement with respect to all owned Real
         Property with a fair market value greater than $1,000,000 and Material
         Leased Properties leased by Southern Pride, including, without
         limitation, all documents, instruments, including, without limitation,
         Mortgages, title insurance policies, surveys, flood hazard
         certifications and legal opinions, in each case in scope, form and
         substance reasonably satisfactory to the Collateral Agent. Within 75
         days of the Restatement Effective Date, the Administrative Agent and
         each Lender shall have received a consolidated balance sheet and income
         statement of Southern Pride and its Consolidated Subsidiaries as of the
         fiscal year ended December 31, 2001 and the nine-month period ended
         September 30, 2002, in each case together with the related consolidated
         statements of operations and retained earnings and of cash flows for
         such periods, all such financial statements to be in reasonable form
         and detail and audited by independent certified public accountants of
         recognized national standing reasonably acceptable to the
         Administrative Agent and accompanied by an opinion of such accountants
         (which shall not contain any going concern qualification or
         qualification based on scope of audit) to the effect that such
         financial statements have been prepared in accordance with GAAP and
         present fairly in all material respects the consolidated financial
         position and consolidated results of operations and cash flows of
         Southern Pride and its Consolidated Subsidiaries in accordance with
         GAAP consistently applied."

         SUBPART 1.06 Amendments to Section 7.06. Section 7.06 of the Existing
Credit Agreement is hereby amended as follows:

             (a) Clause (a)(vi) thereof is hereby amended by inserting the
         phrase ", in each case only to the extent that the making or incurrence
         of any such loan, advance or obligation to any director or executive
         officer (or equivalent thereof) would not be in violation of Section
         402 of the Sarbanes-Oxley Act" immediately following the words "Pledge
         Agreement".

             (b) Clause (a)(xiv) thereof is hereby amended by inserting the
         phrase "and the Southern Pride Acquisition" immediately after the
         phrase "Permitted Acquisitions".

             (c) Clause (b) thereof is hereby amended by inserting the phrase
         "and the Southern Pride Acquisition" immediately after the phrase
         "Permitted Acquisitions".

         SUBPART 1.07 Amendment to Section 7.08. Section 7.08(b) of the Existing
Credit Agreement is hereby amended by adding the phrase "and obligations with
respect to (A) the purchase of the fishing rights subject to the RAFI Lease and
(B) the quota share subject to the Quota Sale Agreement, dated as of November
26, 1999, between Rebecca Ann Fisheries, Inc. and Alaska Trawl Fisheries, Inc."
immediately following the phrase "Debt permitted by Section 7.01(iii)" in clause
(i) thereof.

         SUBPART 1.08 Amendment to Section 7.14. Section 7.14(a) of the Existing
Credit Agreement is hereby deleted in its entirety and the following is hereby
substituted in lieu thereof:

         "None of the Consolidated Parties will, or will permit any of their
         respective Subsidiaries to, make any Consolidated Capital Expenditures,
         except that during any fiscal year, the Borrower and its Subsidiaries
         may make Consolidated Capital Expenditures so long as the aggregate

                                       6

<PAGE>

         amount of such Consolidated Capital Expenditures does not exceed
         $15,000,000 in any fiscal year."

         SUBPART 1.09 Amendment to Section 10.01. Section 10.01 of the Existing
Credit Agreement is hereby amended deleting Mayer, Brown, Rowe & Maw's notice
information in its entirety and substituting the following in lieu thereof:

         "Mayer, Brown, Rowe & Maw, 214 North Tryon Street, Suite 3800,
         Charlotte, North Carolina 28202, Attention: Raymond S. Koloski, Esq.,
         Telephone: (704) 444-3601, Telecopy: (704) 377-2033."

         SUBPART 1.10 Amendments to Exhibits. The Existing Credit Agreement is
hereby amended by replacing Exhibit H (Form of Subordination Provisions) to the
Existing Credit Agreement with Annex A attached to this Amendment and
Restatement.

                                    PART II

                         ADDITIONAL TRANCHE B TERM LOANS

         SUBPART 2.01 Additional Tranche B Term Loan Commitments. Subject to the
terms and conditions set forth herein, Bank of America, N.A. agrees, on the
Restatement Effective Date, to make a Tranche B Term Loan (the "Additional
Tranche B Term Loan") to the Borrower, in Dollars, in an aggregate principal
amount equal to $50,000,000; provided that the aggregate principal amount of all
Tranche B Term Loan Borrowings at any time shall not exceed the Tranche B Term
Loan Committed Amount (after giving effect to this Amendment and Restatement).

         SUBPART 2.02 Notice of Borrowing. The Borrower shall submit an
appropriate Notice of Borrowing to the Administrative Agent not later than 12:00
noon (local time in Charlotte, North Carolina) on the Restatement Effective
Date, with respect to the portion of the Additional Tranche B Term Loan
initially consisting of Base Rate Loans, or 1:00 P.M. (local time in Charlotte,
North Carolina) on the third Business Day prior to the Restatement Effective
Date, with respect to the portion of the Additional Tranche B Term Loan
initially consisting of one or more Eurodollar Loans, which Notice of Borrowing
shall be irrevocable and shall specify (i) that the funding of Additional
Tranche B Term Loan is requested and (ii) whether the funding of Additional
Tranche B Term Loan shall be comprised of Base Rate Loans, Eurodollar Loans or a
combination thereof, and if Eurodollar Loans are requested, the initial Interest
Period applicable thereto (which shall be subject to the definition of "Interest
Period"). If the Borrower shall fail to deliver a Notice of Borrowing to the
Administrative Agent by 1:00 P.M. (local time in Charlotte, North Carolina) on
the third Business Day prior to the Restatement Effective Date, then the full
amount of the Additional Tranche B Term Loan shall be disbursed on the
Restatement Effective Date as Base Rate Loans. Thereafter, all or any portion of
the Additional Tranche B Term Loan may be converted into Eurodollar Loans in
accordance with the terms of Section 3.01(c) of this Amendment and Restatement
and the definition of "Interest Period".

         SUBPART 2.03 Funding of Additional Tranche B Term Loans. On the
Restatement Effective Date, Bank of America, N.A. will make the principal amount
of the Additional Tranche B Term Loans available to the Administrative Agent by
deposit, in Dollars and in immediately available funds, at the offices of the
Administrative Agent at its principal office in Charlotte, North Carolina or at
such other address as the Administrative Agent may designate in writing. Unless
the Administrative Agent determines that any applicable condition set forth in
Part IV hereof has not been satisfied, the Administrative Agent shall make the
amount of the funds so received available to the Borrower by crediting the
account of the Borrower on the books of such office of the Administrative Agent.

                                       7

<PAGE>

                                    PART III

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

         SUBPART 3.01 Representations and Warranties. The Borrower hereby
represents and warrants as of the date hereof and on and as of the Restatement
Effective Date to each Lender and the Administrative Agent, as follows:

             (a) The representations and warranties set forth in Article V of
         the Existing Credit Agreement, after giving effect to this Amendment
         and Restatement, and in each other Credit Document, are true and
         correct in all material respects at and as if made as of the date
         hereof and on and as of the Restatement Effective Date except to the
         extent such representations and warranties expressly relate to an
         earlier date.

             (b) No Default or Event of Default has occurred and is continuing.

             (c) The execution, delivery and performance by each of Holdings,
         the Parent and the Borrower of this Amendment and Restatement have been
         duly authorized by such Person.

             (d) This Amendment and Restatement constitutes the legal, valid and
         binding obligation of each of Holdings, the Parent and the Borrower,
         enforceable against such Person in accordance with its terms, except as
         enforceability may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the enforcement of
         creditors' rights generally and by equitable principles of general
         applicability (whether enforcement is sought by proceedings in equity
         or at law or in admiralty).

             (e) The execution, delivery and performance by each of Holdings,
         the Parent and the Borrower of this Amendment and Restatement will not
         (i) violate, contravene or conflict with any Requirement of Law
         applicable to such Person or its respective properties, except for
         violations, contraventions or conflicts that would not reasonably be
         expected to have a Material Adverse Effect, (ii) violate or conflict
         with any provision of such Person's organizational documents, or (iii)
         result in the breach of or constitute a default under any indenture or
         other agreement or instrument to which such Person is a party, except
         for violations, contraventions or conflicts that would not reasonably
         be expected to have a Material Adverse Effect.

                                    PART IV

                           CONDITIONS TO EFFECTIVENESS

         SUBPART 4.01 Conditions to Effectiveness. This Amendment and
Restatement shall become effective on the first date (the "Restatement Effective
Date") upon which all of the following conditions have been satisfied:

             (a) Executed Credit Documents. Receipt by the Administrative Agent
         of duly executed copies of: (i) this Amendment and Restatement, which
         when taken together bear the signatures of Holdings, the Parent, the
         Borrower, the Required Lenders, Bank of America, N.A., as Lender with
         respect to the Additional Tranche B Term Loans, the Administrative
         Agent, the Issuing Lender, the Swingline Lender, the Documentation
         Agent and the Syndication Agent; (ii) a Tranche B Term Note with
         respect to the Additional Tranche B Term Loans, if requested by Bank of
         America, N.A.; (iii) all other Collateral Documents and other Credit
         Documents to be executed and delivered on the Restatement Effective
         Date; and (iv) a Joinder Agreement bearing

                                       8

<PAGE>

         the signature of the Southern Pride Catfish LLC, each in form and
         substance satisfactory to the Lenders in their sole discretion.

               (b) Opinions of Counsel. The Administrative Agent shall have
         received:

                        (i)   from Debevoise & Plimpton, an opinion addressed to
               the Administrative Agent, the Collateral Agent and each Lender,
               dated the Restatement Effective Date, substantially in the form
               of Annex B attached to this Amendment and Restatement; and

                        (ii)  from special local counsel to the Credit Parties
               for each State in which any filings are required to perfect the
               security interest of the Collateral Agent in any Southern Pride
               Collateral, an opinion addressed to the Administrative Agent, the
               Collateral Agent and each Lender, dated the Restatement Effective
               Date, substantially in the form of Annex C attached to this
               Amendment and Restatement.

               (c) Consummation of Southern Pride Acquisition. On or prior to
         the Restatement Effective Date, there shall have been delivered to the
         Administrative Agent true and correct copies of the Southern Pride
         Acquisition Agreement, certified as such by a Responsible Officer of
         the Borrower, and all terms and conditions of the Southern Pride
         Acquisition Agreement shall be in form and substance reasonably
         satisfactory to the Administrative Agent. The Lenders shall be
         reasonably satisfied with the amount and type of assets and liabilities
         being acquired and/or assumed in the Southern Pride Acquisition. The
         Southern Pride Acquisition, including all of the terms and conditions
         thereof, shall have been duly approved by the board of directors or
         comparable governing body of the Borrower and Southern Pride Catfish
         LLC, and the Southern Pride Acquisition Agreement shall have been duly
         executed and delivered by the parties thereto and shall be in full
         force and effect. Each of the conditions precedent to the Borrower's
         and Southern Pride Catfish LLC's obligations to consummate the Southern
         Pride Acquisition as set forth in the Southern Pride Acquisition
         Agreement shall have been satisfied to the reasonable satisfaction of
         the Administrative Agent or, with the prior written consent of the
         Administrative Agent, waived, and the Southern Pride Acquisition shall
         have been consummated in accordance with all Requirements of Law and
         the Southern Pride Acquisition Agreement, which shall not have been
         altered, amended, supplemented or otherwise modified or any condition
         therein waived without the prior consent of the Administrative Agent,
         such consent not to be unreasonably withheld.

               (d) Perfection of Personal Property Security Interests and
         Pledges; Search Reports. Except as otherwise provided in this Amendment
         and Restatement, on or prior to the Restatement Effective Date, the
         Collateral Agent shall have received:

                        (i)   a Perfection Certificate from Southern Pride
               Catfish LLC;

                        (ii)  appropriate financing statements (Form UCC-1 or
               such other financing statements or similar notices as shall be
               required by local law) fully executed for filing under the
               Uniform Commercial Code or other applicable local law of each
               jurisdiction in which the filing of a financing statement or
               giving of notice may be required, or reasonably requested by the
               Collateral Agent, to perfect the security interests intended to
               be created by the Collateral Documents in the Southern Pride
               Collateral;

                        (iii) copies of reports from CT Corporation System or
               other independent search service reasonably satisfactory to the
               Collateral Agent listing all effective financing statements that
               name Southern Pride or any of its Subsidiaries, (under its

                                       9

<PAGE>

               present name and any previous name and, if requested by the
               Collateral Agent, under any trade names) as debtor or seller with
               respect to any of the Southern Pride Collateral that are filed in
               the jurisdictions referred to in clause (ii) above, together with
               copies of such financing statements (none of which shall cover
               the Southern Pride Collateral except to the extent evidencing
               Permitted Liens or for which the Collateral Agent shall have
               received termination statements (Form UCC-3 or such other
               termination statements as shall be required by local law) fully
               executed for filing);

                        (iv) searches of ownership of intellectual property in
               the appropriate governmental offices and such
               patent/trademark/copyright filings as requested by the Collateral
               Agent to the extent necessary or advisable to perfect the
               Lender's security interest in intellectual property included in
               the Southern Pride Collateral;

                        (v)  all of the Pledged Collateral, if any, which
               Pledged Collateral shall be in suitable form for transfer by
               delivery, or shall be accompanied by duly executed instruments of
               transfer or assignment in blank, with signatures appropriately
               guaranteed, accompanied in each case by any required transfer
               tax stamps, all in form and substance satisfactory to the
               Collateral Agent; and

                        (vi) evidence of the completion of all other filings and
               recordings of or with respect to the Collateral Documents and of
               all other actions as may be necessary or, in the opinion of the
               Collateral Agent, desirable to perfect the security interests
               intended to be created in the Southern Pride Collateral by the
               Collateral Documents.

               (e) Consents and Approvals. On the Restatement Effective Date,
         all necessary governmental (domestic or foreign), regulatory and third
         party approvals (including, without limitation, with respect to real
         property leases and license agreements relating to intellectual
         property) necessary, in the reasonable discretion of the Administrative
         Agent, in connection with the transactions contemplated by the Southern
         Pride Acquisition Agreement and this Amendment and Restatement and
         otherwise referred to herein or therein shall have been obtained and
         remain in full force and effect, and all applicable waiting periods
         (including any applicable waiting period under the Hart-Scott-Rodino
         Antitrust Improvements Act of 1976) shall have expired, in each case
         without any action being taken by any competent authority which could
         restrain or prevent such transactions or impose, in the reasonable
         judgment of the Administrative Agent, materially adverse conditions
         upon the consummation of such transactions.

               (f) Litigation; Judgments. Except as set forth in a supplement to
         Schedule 5.09 to the Existing Credit Agreement, on the Restatement
         Effective Date, there shall be no actions, suits, proceedings or
         investigations pending or, to the knowledge of the Credit Parties,
         threatened (i) with respect to this Amendment and Restatement, the
         Southern Pride Acquisition Agreement or the transactions contemplated
         hereby or thereby or (ii) which the Administrative Agent or the
         Required Lenders shall reasonably determine would reasonably be
         expected to have a Material Adverse Effect. Additionally, there shall
         not exist any judgment, order, injunction or other restraint issued or
         filed or a hearing seeking injunctive relief or other restraint pending
         or notified prohibiting or imposing materially adverse conditions upon
         the consummation of the transactions contemplated by the Southern Pride
         Acquisition Agreement and otherwise referred to herein or therein.

               (g) Payment of Fees. All costs, fees and expenses due to the
         Administrative Agent, the Collateral Agent and the Lenders on or before
         the Restatement Effective Date incurred in

                                       10

<PAGE>

         connection with the Existing Credit Agreement and this Amendment and
         Restatement shall have been paid.

               (h) Counsel Fees. The Administrative Agent shall have received
         full payment from the Borrower of all fees and expenses of Mayer,
         Brown, Rowe & Maw incurred in connection with this Amendment and
         Restatement which are billed through the Restatement Effective Date.

               (i) Revolving Availability. After giving effect to all Credit
         Events occurring on the Restatement Effective Date, the aggregate
         unused Revolving Commitments shall exceed the aggregate amount of all
         Revolving Outstandings by at least $15,000,000.

               (j) Officer's Certificates. The Administrative Agent shall have
         received (i) a certificate or certificates executed by a Responsible
         Officer of the Borrower as of the Restatement Effective Date stating
         that (A) immediately prior to and after giving effect to this Amendment
         and Restatement, the Southern Pride Acquisition and the transactions
         contemplated hereby and thereby: (1) each Credit Party is Solvent; (2)
         no Default or Event of Default has occurred and is continuing: and (3)
         all representations and warranties made by the Credit Parties in any
         Credit Document are true and correct in all material respects at and as
         if made as of such date, except to the extent they expressly relate to
         an earlier date; and (B) after giving effect to the Southern Pride
         Acquisition, the Revolving Committed Amount is at least $15,000,000
         greater than the total Revolving Outstandings, and (ii) a Pro-Forma
         Compliance Certificate executed by a Responsible Officer of the
         Borrower as of the Restatement Effective Date demonstrating that, upon
         giving effect to the Southern Pride Acquisition on a Pro-Forma Basis
         (with pro-forma adjustments satisfactory to the Administrative Agent),
         the Borrower is in compliance with all of the financial covenants set
         forth in Section 7.18 of this Amendment and Restatement as of September
         30, 2002.

               (k) Other. The Administrative Agent shall have received such
         other documents, instruments, agreements or information as may be
         reasonably requested by the Administrative Agent.

               All corporate and legal proceedings and instruments and
agreements relating to the transactions contemplated by this Amendment and
Restatement or in any other document delivered in connection herewith or
therewith shall be satisfactory in form and substance to the Administrative
Agent and its counsel, and the Administrative Agent shall have received all
information and copies of all documents and papers, including records of
corporate proceedings, governmental approvals, good standing certificates and
bring-down telegrams, if any, which the Administrative Agent reasonably may have
requested in connection therewith, such documents and papers where appropriate
to be certified by proper corporate or governmental authorities. The documents
referred to in this Section shall be delivered to the Administrative Agent no
later than the Restatement Effective Date, except with the prior written consent
of the Administrative Agent. The certificates and opinions referred to in this
Section shall be dated the Restatement Effective Date.

                                     PART V

                               GENERAL PROVISIONS

               SUBPART 5.01 APPLICABLE LAW. THIS AMENDMENT AND RESTATEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE

                                       11

<PAGE>

GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES.

         SUBPART 5.02 Counterparts. This Amendment and Restatement may be
executed in any number of counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Restatement by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment and Restatement.

         SUBPART 5.03 Costs and Expenses. The Borrower agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and Restatement, the Notes and the
other documents to be delivered hereunder (including, without limitation, the
reasonable and documented fees and expenses of counsel for the Administrative
Agent with respect hereto and thereto) in accordance with the terms of Section
10.05 of the Existing Credit Agreement.

         SUBPART 5.04 Reference to and Effect on Existing Credit Agreement and
Notes. (a) On the Restatement Effective Date, the Existing Credit Agreement
shall be automatically amended and restated as set forth herein, and the terms
and conditions set forth in Part II and Part IV hereof shall be expressly
incorporated therein by reference. On and after the Restatement Effective Date,
the rights and obligations of the parties to the Existing Credit Agreement shall
be governed by this Amendment and Restatement (which by the terms hereof
incorporates the terms and conditions of the Existing Credit Agreement, as
amended hereby); provided that the rights and obligations of the parties hereto
with respect to the period prior to the Restatement Effective Date shall
continue to be governed by the provisions of the Existing Credit Agreement.
Promptly after the Restatement Effective Date, the Administrative Agent shall
notify the Borrower and the Lenders thereof, and such notice shall be conclusive
and binding on all parties.

             (b) Other than references to "this Agreement" contained in (i) the
second paragraphs of Sections 2.03(c) and 2.04(c) and (ii) Section 4.01 (other
than in the final paragraph thereof) of the Existing Credit Agreement which
shall be deemed to be references to the Existing Credit Agreement, on and after
the effectiveness of this Amendment and Restatement, each reference in the
Existing Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Existing Credit Agreement, and each reference in
the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Existing Credit Agreement, shall mean and be a reference
to the Existing Credit Agreement, as amended by this Amendment and Restatement.

             (c) The Existing Credit Agreement and the Notes, as specifically
amended by this Amendment and Restatement, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.

                                       12

<PAGE>



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

                                 AMERICAN SEAFOODS HOLDINGS LLC


                                 By: /s/    Bernt Bodal
                                     -------------------------------------------
                                     Name:  Bernt Bodal
                                     Title: Managing Director

                                 AMERICAN SEAFOODS CONSOLIDATED LLC


                                 By: /s/    Bernt Bodal
                                     -------------------------------------------
                                     Name:  Bernt Bodal
                                     Title: Managing Director

                                 AMERICAN SEAFOODS GROUP LLC


                                 By: /s/     Bernt Bodal
                                     -------------------------------------------
                                     Name:   Bernt Bodal
                                     Title:  Managing Director


                                      S-1

<PAGE>

                                 BANK OF AMERICA, N.A.,
                                 as Administrative Agent

                                 By: /s/     S. Paul Trapani, III
                                     -------------------------------------------
                                     Name:   S. Paul Trapani, III
                                     Title:  Managing Director


                                      S-2

<PAGE>

                            BANK OF AMERICA, N.A.,
                            as a Lender, as Swingline Lender and Issuing Lender


                            By: /s/        Paul Trapani, III
                                ----------------------------------------------
                                Name:      Paul Trapaini, III
                                Title:     Managing Director


                                      S-3


<PAGE>

                                THE BANK OF NOVA SCOTIA,
                                as a Lender

                                By: /s/     Daryl K. Hogge
                                    --------------------------------------------
                                    Name:   Daryl K. Hogge
                                    Title:  Director


                                      S-4



<PAGE>

                                HARRIS TRUST AND SAVINGS BANK,
                                as a Lender

                                By: /s/     Leili Ghazi
                                    --------------------------------------------
                                    Name:   Leili Ghazi
                                    Title:  Vice President

                                      S-5


<PAGE>

                            DEN NORSKE BANK ASA,
                            as a Lender

                            By: /s/     Ove Johannessen
                                ------------------------------------------------
                                Name:   Ove Johannessen
                                Title:  Senior Vice President


                                      S-6


<PAGE>

                               NORDEA BANK NORGE ASA,
                               as a Lender

                               By: /s/     Tom Ivar Saetremyr
                                   ---------------------------------------------
                                   Name:   Tom Ivar Saetremyr
                                   Title:  Vice President

                                      S-7


<PAGE>

                         NORTHWEST FARM CREDIT SERVICES, ACA,
                         as a Lender

                         By: /s/        Jim D. Allen
                             ---------------------------------------------------
                             Name:  Jim D. Allen
                             Title:  Vice President


                                      S-8


<PAGE>

                              WELLS FARGO BANK, NA,
                              as a Lender

                              By: /s/        Jeff Montgomery
                                  ----------------------------------------------
                                  Name:  Jeff Montgomery
                                  Title:  Vice President


                                      S-9


<PAGE>

                  APEX (IDM) CDO I LTD,
                  as a Lender

                  By:   David L. Babson & Company Inc. as Collateral Manager


                  By: /s/    Mary Ann McCarthy
                      -----------------------------------------------------
                      Name:  Mary Ann McCarthy
                             Title:  Managing Director


                                      S-10

<PAGE>

                               Ares VI CLO Ltd.

                               By:  Ares CLO GP VI, LLC
                                    Its Management Member

                               By: /s/     Seth J. Brusky
                                   ---------------------------------------------
                                   Name:   Seth J. Brusky
                                   Title:  Vice President

                                      S-11


<PAGE>

                               AURUM CLO 2002-1 LTD,
                               By:  STEIN ROE & FARNHAM INCORPORATED,
                                    AS INVESTMENT MANAGER,
                               as a Lender

                               By: /s/     Kathleen A. Zarn
                                   ---------------------------------------------
                                   Name:   Kathleen A. Zarn
                                   Title:  Senior Vice President


                                      S-12


<PAGE>

                             BRYN MAWR CLO Ltd.
                             BY:  Deerfield Capital Management LLC,
                             as its Collateral Manager


                             By: /s/     Dan Hattori
                                 -----------------------------------------------
                                 Name:   Dan Hattori
                                 Title:  Vice President


                                      S-13


<PAGE>

                         CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
                         By:  Highland Capital Management, L.P.,
                         As Authorized Representatives of the Board,
                         as a Lender

                         By: /s/        Mark Okada
                             ---------------------------------------------------
                             Name:   Mark Okada
                             Title:  Chief Investment Officer
                                     Highland Capital Management, L.P.




                                      S-14


<PAGE>

                        CLYDESDALE CLO 2001-1 LTD,
                        as a Lender

                        By: /s/     Elizabeth MacLean
                            ----------------------------------------------------
                            Name:   Elizabeth MacLean
                            Title:  Vice President


                                      S-15


<PAGE>

                           BIG SKY SENIOR LOAN FUND, LTD

                           By:  Eaton Vance Management As Investment Advisor

                           By: /s/    Payson F. Swaffield
                               -------------------------------------------------
                               Name:  Payson F. Swaffield
                               Title: Vice President





                                      S-16


<PAGE>

                   COLUMBUS LOAN FUNDING LTD.,
                   as a Lender

                   By:   Travelers Asset Management International Company LLC


                   By: /s/    Denise T. Duffee
                       ---------------------------------------------------------
                       Name:  Denise T. Duffee
                       Title: Investment Officer


                                      S-17


<PAGE>

                          CONTINENTAL CASUALTY COMPANY,
                          as a Lender

                          By: /s/    Marilou R. McGirr
                              --------------------------------------------------
                              Name:  Marilou R. McGirr
                              Title: Vice President

                                      S-18


<PAGE>

                         EATON VANCE SENIOR INCOME TRUST,
                         as a Lender

                         By:   Eaton Vance Management as Investment Advisor

                         By: /s/    Payson F. Swaffield
                             ---------------------------------------------------
                             Name:  Payson F. Swaffield
                             Title: Vice President



                                      S-19


<PAGE>

                      ELC (CAYMAN) LTD CDO SERIES 1999-1,
                      as a Lender

                      By:   David L. Babson & Company Inc. as Collateral Manager


                      By: /s/    Mary Ann McCarthy
                          ------------------------------------------------------
                          Name:  Mary Ann McCarthy
                          Title: Managing Director


                                      S-20


<PAGE>

                           ELC (CAYMAN) LTD. 2000-1,
                           as a Lender

                           By:   David L. Babson & Company Inc. as Collateral
                                 Manager


                           By: /s/    Mary Ann McCarthy
                               -------------------------------------------------
                               Name:  Mary Ann McCarthy
                               Title: Managing Director



                                      S-21


<PAGE>

                          ELC CAYMAN LTD,
                          as a Lender

                          By:   David L. Babson & Company Inc. as Collateral
                                Manager


                          By: /s/     Mary Ann McCarthy
                              --------------------------------------------------
                              Name:   Mary Ann McCarthy
                              Title:  Managing Director



                                      S-22


<PAGE>

                      ELC CAYMAN LTD 1999-III,
                      as a Lender

                      By:   David L. Babson & Company Inc. as Collateral Manager


                      By: /s/    Mary Ann McCarthy
                          ------------------------------------------------------
                          Name:  Mary Ann McCarthy
                          Title: Managing Director


                                      S-23


<PAGE>

                             ELF FUNDING TRUST III,
                             as a Lender

                             By:   New York Life Investment Management, LLC,
                                   as Attorney-in-Fact


                             By: /s/    R. H. Dial
                                 -----------------------------------------------
                                 Name:  R.H. Dial
                                 Title: Vice President




                                      S-24


<PAGE>

                              EMERALD ORCHARD LIMITED,
                              as a Lender

                              By: /s/     Susan K. Strong
                                  ----------------------------------------------
                                  Name:   Susan K. Strong
                                  Title:  Attorney In Fact



                                      S-25


<PAGE>

                              GALAXY CLO 1999-1, LTD.,
                              as a Lender

                              By: /s/     Thomas G. Brandt
                                  ----------------------------------------------
                                  Name:   Thomas G. Brandt
                                  Title:  Managing Director



                                      S-26


<PAGE>

                                 GALLATIN FUNDING I LTD,
                                 as a Lender

                                      Gallatin Funding Ltd
                                      By: Bear Stearns Asset Management, Inc.
                                      as its Collateral Manager


                                 By: /s/     Justin Driscoll
                                     -------------------------------------------
                                     Name:   Justin Driscoll
                                     Title:  Managing Director




                                      S-27


<PAGE>

                              GOLDMAN SACHS CREDIT PARTNERS LP,
                              as a Lender

                              By: /s/     Sandra Stulberger
                                  ----------------------------------------------
                                  Name:   Sandra Stulberger
                                  Title:  Authorized Signatory


                                      S-28


<PAGE>

                    GRAYSON & CO,
                    as a Lender

                    By:   Boston Management and Research as Investment Advisor


                    By: /s/     Payson F. Swaffield
                        --------------------------------------------------------
                        Name:   Payson F. Swaffield
                        Title:  Vice President




                                      S-29


<PAGE>

                               HAROURVIEW CLO IV LTD,
                               as a Lender

                               By: /s/        Bill Campbell
                                   ---------------------------------------------
                                   Name:      Bill Campbell
                                   Title:     Manager


                                      S-30


<PAGE>

                         IKB CAPITAL CORPORATION,
                         as a Lender

                         By: /s/     Wolfgang W. Boeker
                             ---------------------------------------------------
                             Name:   Wolfgang W. Boeker
                             Title:  Senior Vice President
                                     IKB Capital Corporation


                                      S-31


<PAGE>

                             INDOSUEZ CAPITAL FUND VI LTD,
                             as a Lender

                             By: /s/    Paul O. Travers
                                 -----------------------------------------------
                                 Name:  Paul O. Travers
                                 Title: Managing Director



                                      S-32


<PAGE>

                           ISLANDSBANKI-FBA,
                           as a Lender

                           By: /s/     Bjorb Bjornsson
                               ------------- ----- -----------------------------
                               Name:   Bjorb Bjornsson
                               Title:  Managing Director

                           By: /s/     Kjartan Olafsson
                               -------------------------------------------------
                               Name:   Kjartan Olafsson
                               Title:  Senior Credit Manager




                                      S-33


<PAGE>

                      KZH SOLEIL LLC,
                      as a Lender

                      By: /s/     Joyce Fraser Bryant
                          ------------------------------------------------------
                          Name:   Joyce Fraser-Bryant
                          Title:  Authorized Agent


                                      S-34


<PAGE>

                                KZH SOLEIL-2 LLC,
                                as a Lender

                                By: /s/     Joyce Fraser Bryant
                                    --------------------------------------------
                                    Name:   Joyce Fraser-Bryant
                                    Title:  Authorized Agent



                                      S-35


<PAGE>

                          KZH WATERSIDE LLC,
                          as a Lender

                          By: /s/     Joyce Fraser Bryant
                              --------------------------------------------------
                              Name:   Joyce Fraser-Bryant
                              Title:  Authorized Agent


                                      S-36


<PAGE>

                               LANDMARK II CDO LIMITED,
                               as a Lender

                               Aladdin Asset Management LLC
                               as Manager

                               By: /s/     Th. Gnuicks
                                   ---------------------------------------------
                                   Name:   Th. Gnuicks
                                   Title:  Vice President


                                      S-37


<PAGE>

                                      LONG LANE MASTER TRUST II,
                                      By Fleet National Bank as
                                      Trust Administrator, With
                                      respect to Series Eclipse
                                      as a Lender

                                      By: /s/     Kevin Kearns
                                          --------------------------------------
                                          Name:   Kevin Kearns
                                          Title:  Managing Director


                                      S-38


<PAGE>

                             LONGHORN CDO (CAYMAN) LTD,
                             as a Lender

                             By:   Merrill Lynch Investment Managers, L.P., as
                                   Investment Advisor


                             By: /s/     Matthew Wallack
                                 -----------------------------------------------
                                 Name:   Matthew Wallack
                                 Title:  Authorized Signatory


                                      S-39


<PAGE>

                            LONGHORN CDO II LTD,
                            as a Lender

                            By:   Merrill Lynch Investment Managers, L.P.,
                                  as Investment Advisor


                            By: /s/       Matthew Wallack
                                ------------------------------------------------
                                Name:  Matthew Wallack
                                Title:  Authorized Signatory


                                      S-40


<PAGE>

                                MASTER SENIOR FLOATING RATE TRUST,
                                as a Lender

                                By: /s/     Matthew Wallack
                                    --------------------------------------------
                                    Name:   Matthew Wallack
                                    Title:  Authorized Signatory



                                      S-41


<PAGE>

                                MERRILL LYNCH PRIME RATE PORTFOLIO,
                                as a Lender

                                By:   Merrill Lynch Investment Managers, L.P.,
                                      as Investment Advisor


                                By: /s/     Matthew Wallack
                                    --------------------------------------------
                                    Name:   Matthew Wallack
                                    Title:  Authorized Signatory


                                      S-42


<PAGE>

                                     MOUNTAIN CAPITAL CLO II LTD,
                                     as a Lender

                                     By: /s/     Chris Siddons
                                         ---------------------------------------
                                         Name:   Chris Siddons
                                         Title:  Director


                                      S-43


<PAGE>

                                MUIRFIELD TRADING LLC,
                                as a Lender

                                By: /s/        Ann E. Morris
                                    --------------------------------------------
                                    Name:      Ann E. Morris
                                    Title:     Assistant Vice President




                                      S-44

<PAGE>

                                  NATIONWIDE LIFE INSURANCE CO,
                                  as a Lender

                                  By: /s/     Thomas S. Leggett
                                      -----------------------------------------
                                      Name:   Thomas S. Leggett
                                      Title:  Associate Vice President
                                              Public Bonds


                                      S-45


<PAGE>

                                NATIONWIDE MUTUAL INSURANCE,
                                as a Lender

                                By: /s/     Thomas S. Leggett
                                    -------------------------------------------
                                    Name:   Thomas S. Leggett
                                    Title:  Associate Vice President
                                            Public Bonds


                                      S-46


<PAGE>

                       NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,
                       as a Lender


                       By:   New York Life Investment Management, LLC, its
                             Investment Manager


                       By: /s/     R. H. Dial
                           ----------------------------------------------------
                           Name:   R.H. Dial
                           Title:  Vice President


                                      S-47

<PAGE>

                                     NOMURA BOND & LOAN FUND,
                                     as a Lender

                                     By: /s/     Elizabeth MacLean
                                         ---------------------------------------
                                         Name:   Elizabeth MacLean
                                         Title:  Vice President




                                      S-48


<PAGE>

                                   OLYMPIC FUNDING TRUST SERIES 1999-1,
                                   as a Lender

                                   By: /s/     Anne E. Morris
                                       -----------------------------------------
                                       Name:   Ann E. Morris
                                       Title:  Authorized Agent


                                      S-49


<PAGE>

                               OPPENHEIMER  SENIOR FLOATING RATE FUND,
                               as a Lender

                               By: /s/     Bill Campbell
                                   ---------------------------------------------
                                   Name:   Bill Campbell
                                   Title:  Manager



                                      S-50


<PAGE>

                            PRINCIPAL LIFE INSURANCE CO,
                            as a Lender

                            By:   Principal Global Investors, LLC,
                                  a Delaware limited liability company,
                                  its authorized signatory


                            By: /s/     Jon C. Heiny
                                ------------------------------------------------
                                Name:   Jon C. Heiny
                                Title:  Counsel

                            By: /s/     Stephen G. Skrivanek
                                ------------------------------------------------
                                Name:   Stephen G. Skrivanek
                                Title:  Counsel



                                      S-51


<PAGE>

                           PROMETHEUS INVESTMENT FUNDING NO 2 LTD, as a Lender


                           By: /s/     Charles P. Strause
                               -------------------------------------------------
                               Name:   Charles P. Strause
                               Title:  Associate Director

                           By: /s/     Thomas L. Mowat
                               -------------------------------------------------
                               Name:   Thomas L. Mowat
                               Title:  Director



                                      S-52


<PAGE>

                            PUTNAM DIVERSIFIED INCOME TRUST,
                            as a Lender

                            By: /s/        Beth Mazor
                                ------------------------------------------------
                                Name:      Beth Mazor
                                Title:     Vice President



                                      S-53


<PAGE>

                               PUTNAM MASTER INCOME TRUST,
                               as a Lender

                               By: /s/        Beth Mazor
                                   ---------------------------------------------
                               Name:          Beth Mazor
                               Title:         Vice President


                                      S-54


<PAGE>

                       PUTNAM MASTER INTERMEDIATE INCOME TRUST,
                       as a Lender


                       By: /s/    Beth Mazor
                           -----------------------------------------------------
                       Name:      Beth Mazor
                       Title:     Vice President


                                      S-55


<PAGE>

                                PUTNAM PREMIER INCOME TRUST,
                                as a Lender

                                By: /s/        Beth Mazor
                                    --------------------------------------------
                                Name:          Beth Mazor
                                Title:         Vice President



                                      S-56


<PAGE>

                           PUTNAM VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND,
                           as a Lender


                           By: /s/        Beth Mazor
                               ------------------------------------------------
                           Name:          Beth Mazor
                           Title:         Vice President


                                      S-57


<PAGE>

                      COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
                      "Rabobank International",
                      New York Branch, as a Lender

                      By: /s/     Michelle S. Ruocco
                          ------------------------------------------------------
                          Name:   Michelle S. Ruocco
                          Title:  Vice President

                      By: /s/     Barbara A. Hyland
                          ------------------------------------------------------
                          Name:   Barbara A. Hyland
                          Title:  Managing Director


                                      S-58


<PAGE>

                                 RIVIERA FUNDING LLC,
                                 as a Lender

                                 By: /s/     Ann E. Morris
                                     -------------------------------------------
                                     Name:   Ann E. Morris
                                     Title:  Assistant Vice President


                                      S-59


<PAGE>

                            ROSEMONT CLO LTD,
                                  By:  Deerfield Capital Management LLC
                                         as its Collateral Manager


                            By: /s/     Dan Hattori
                                ------------------------------------------------
                                Name:   Dan Hattori
                                Title:  Vice President



                                      S-60


<PAGE>

                          SENIOR DEBT PORTFOLIO,
                          as a Lender

                          By:   Boston Management and Research as
                                Investment Advisor


                          By: /s/     Payson F. Swaffield
                              --------------------------------------------------
                              Name:   Payson F. Swaffield
                              Title:  Vice President




                                      S-61

<PAGE>

                         BIG SKY SENIOR LOAN FUND, LTD.
                         as a Lender

                         By:  Eaton Vance Management as Investment Advisor

                         By: /s/     Payson F. Swaffield
                             ---------------------------------------------------
                             Name:   Payson F. Swaffield
                             Title:  Vice President




                                      S-62


<PAGE>

                              SEQUILS-CUMBERLAND I LTD,


                              By:  Deerfield Capital Management LLC
                                   as its Collateral Manager

                              By: /s/    Dan Hattori
                                  ----------------------------------------------
                                  Name:   Dan Hattori
                                  Title:  Vice President


                                      S-63

<PAGE>

                             SIERRA CLO I LTD,
                             as a Lender

                             By: /s/     John M. Casparian
                                 -----------------------------------------------
                                 Name:   John M. Casparian
                                 Title:  Chief Operating Officer
                                         Center Pacific LLP (Manager)




                                      S-64


<PAGE>

                                STANWICH LOAN FUNDING LLC,
                                as a Lender

                                By: /s/     Ann E. Morris
                                    --------------------------------------------
                                    Name:   Ann E. Morris
                                    Title:  Assistant Vice President


                                      S-65


<PAGE>

                               STEIN ROE & FARNHAM CLO FUND I LTD,
                               as a Lender

                               By:  STEIN ROE & FARNHAM INCORPORATED,
                                      AS PORTFOLIO MANAGER


                               By: /s/     Kathleen A. Zam
                                   ---------------------------------------------
                                   Name:   Kathleen A. Zam
                                   Title:  Senior Vice President



                                      S-66


<PAGE>

                                      STEIN ROE FLOATING RATE LLC,
                                      as a Lender

                                      By:  STEIN ROE & FARNHAM INCORPORATED,
                                           AS ADVISOR


                                      By: /s/     Kathleen A. Zam
                                          --------------------------------------
                                          Name:   Kathleen A. Zam
                                          Title:  Senior Vice President



                                      S-67


<PAGE>

                             SUMITOMO TRUST & BANKING CO LTD,
                             as a Lender

                             By: /s/     Elizabeth A. Quirk
                                 -----------------------------------------------
                                 Name:   Elizabeth A. Quirk
                                 Title:  Vice President


                                      S-68


<PAGE>

                                SUNAMERICA LIFE INSURANCE COMPANY,
                                as a Lender

                                By: /s/     Steven S. Oh
                                    --------------------------------------------
                                    Name:   Steven S. Oh
                                    Title:  Authorized Agent



                                      S-69


<PAGE>

                                   TORONTO DOMINION (NEW YORK), INC.,
                                   as a Lender

                                   By: /s/     Susan Strong
                                       -----------------------------------------
                                       Name:   Susan Strong
                                       Title:  Vice President


                                      S-70


<PAGE>

                      CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
                      (f/k/a Travelers Corporate Loan
                      Fund Inc.), as a Lender

                      By:   Travelers Asset Management International Company LLC


                      By: /s/     Denise T. Duffee
                          ------------------------------------------------------
                          Name:   Denise T. Duffee
                          Title:  Investment Officer



                                      S-71


<PAGE>

                            THE TRAVELERS INSURANCE COMPANY,
                            as a Lender

                            By: /s/     Denise T. Duffee
                                ------------------------------------------------
                                Name:   Denise T. Duffee
                                Title:  Investment Officer

Signature page to American  Seafoods Group LLC
December 16, 2002 Second Amended and Restated Credit Agreement

                                      S-72


<PAGE>

                           TRYON CLO LTD 2000-1,
                           as a Lender

                           By:   David L. Babson & Company Inc. as Collateral
                                 Manager


                           By: /s/     Mary Ann McCarthy
                               -------------------------------------------------
                               Name:   Mary Ann McCarthy
                               Title:  Managing Director



                                      S-73


<PAGE>

                              VENTURE CDO 2002 LIMITED,
                              as a Lender

                              By its investment advisor, Barclays Capital Asset
                              Management Limited

                              By its sub-advisor, Barclays Bank PLC, New York
                              Branch


                              By: /s/     Michael G. Regan
                                  ----------------------------------------------
                                  Name:   Michael G. Regan
                                  Title:  Director


                                      S-74


<PAGE>

                                VENTURE II CDO 2002, LIMITED,
                                as a Lender

                                By its investment advisor, Barclays Bank PLC,
                                New York Branch


                                By: /s/    Michael G. Regan
                                    --------------------------------------------
                                    Name:  Michael G. Regan
                                    Title: Director



                                      S-75

<PAGE>

                                     ANNEX A

                                                                       EXHIBIT H

                        Form of Subordination Provisions

     EACH PROMISSORY NOTE EVIDENCING AN INTERCOMPANY LOAN OR ADVANCE INCURRED BY
THE BORROWER OR A WHOLLY-OWNED DOMESTIC SUBSIDIARY OF THE BORROWER OWING TO ANY
FOREIGN SUBSIDIARY OF THE BORROWER OR ANY NON-WHOLLY-OWNED DOMESTIC SUBSIDIARY
OF THE BORROWER SHALL HAVE INCLUDED ON ITS FACE THE FOLLOWING PROVISION AND
SHALL HAVE "ANNEX A TO INTERCOMPANY NOTE" ATTACHED THERETO AND MADE A PART
THEREOF.

     "This Intercompany Note, and the obligations of the Payor hereunder, shall
be subordinate and junior in right of payment to all Senior Debt (as defined in
Section 1 of Annex A hereto) on the terms and conditions set forth in Annex A
hereto. Annex A hereto is incorporated herein by reference in its entirety and
is a part of this Intercompany Note to the same extent as if it had been set
forth in its entirety in this Intercompany Note."

<PAGE>

                                                                   ANNEX A
                                                                      TO
                                                               INTERCOMPANY NOTE

         Section 1. Definitions. Capitalized terms defined in the Credit
Agreement (as defined in the promissory note to which this Annex A is attached
(the "Intercompany Note")) and not otherwise defined herein have, as used in
this Annex A, the respective meanings provided for therein. The following
additional terms, as used herein, have the following respective meanings:

         "Senior Debt" means the obligations under (i) the Senior Secured Debt
and (ii) the obligations under the Senior Subordinated Notes to the extent
permitted by the Credit Agreement.

         "Senior Secured Debt" means the Obligations, including any Obligations
the proceeds of which are used to refinance other Obligations, in each case
whether now owed or hereafter arising, whether fixed or contingent, whether for
principal, premium (if any), interest (including, without limitation, any
interest which accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of any Credit
Party), expenses, indemnifications, reimbursement obligations or otherwise,
together with all renewals, extensions, increases or rearrangements thereof.

         "Subordinated Debt" means all principal of and interest on all
obligations, liabilities and indebtedness of the Payor now or hereafter owing to
the Payee or any other holder from time to time of the Intercompany Note under
the Intercompany Note, whether fixed or contingent and whether for principal,
interest (including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of the Payor, whether or not allowed or allowable
as a claim in any such proceeding), fees, expenses, indemnifications,
reimbursement obligations, subrogation or contribution claims or otherwise,
together with all renewals, extensions, increases or rearrangements thereof.

         Section 2. Subordination by the Payee. Each of the Payee and each other
holder from time to time of the Intercompany Note by its acceptance thereof
hereby covenants and agrees that the payment of the Subordinated Debt shall be
subordinate and subject in right of payment, to the extent set forth herein, to
the prior payment in full in cash of the Senior Debt. The provisions of this
Annex A shall constitute a continuing offer to all Persons who, in reliance upon
such provisions, become holders of, or continue to hold, Senior Debt, and such
provisions are made for the benefit of the holders of the Senior Debt. The
holders of the Senior Debt are hereby made obligees hereunder with the same
force and effect as if their names were written herein as such, and they and/or
each of them may proceed to enforce such provisions.

         Section 3. Priority and Payment Over in Certain Events.

     (a) Priority and Payment Over Upon Insolvency and Dissolution. In the event
of (x) any insolvency or bankruptcy case or proceeding or any receivership,
liquidation, reorganization or similar case or proceeding in connection
therewith relative to the Payor or its creditors, as such, or to its assets, or
(y) any liquidation, dissolution or other winding up of the Payor, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy
or (z) any assignment for the benefit of creditors or other marshaling of assets
and liabilities of the Payor, then and in any such event:

     (i) the holders of the Senior Debt shall be entitled to receive payment in
full in cash of all amounts due or to become due on or in respect of all Senior
Debt before the Payee shall be entitled to receive and retain any direct or
indirect payment on account of the principal, interest or other amounts due

<PAGE>

or to become due on the Subordinated Debt, including, without limitation, by
exercise of any right of set off and any payment which might be payable or
deliverable by reason of any other indebtedness being subordinated in right of
payment to the Subordinated Debt;

     (ii) any payment or distribution of any kind or character, whether in cash,
property or securities which may be payable or deliverable in respect of the
Subordinated Debt in any such case, proceeding, dissolution, liquidation or
other winding up or event, including any such payment or distribution which may
be payable or deliverable by reason of the payment of any other indebtedness of
the Payor which is subordinated to the payment of the Subordinated Debt shall be
paid by the Payor or by the trustee in bankruptcy, debtor in possession,
receiver, liquidating trustee, custodian, assignee, agent, or other Person
making payment or distribution of assets of the Payor directly to the
Administrative Agent (or the Representative, the holders of the Derivative
Obligations or all of the Creditors, as applicable) to the extent necessary to
pay all Senior Debt in full in cash after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of the Senior Debt.

            The consolidation of the Payor with, or the merger of the Payor
into, another Person or the liquidation or dissolution of the Payor following
the conveyance or transfer of its assets substantially as an entirety to another
Person upon terms and conditions permitted under the Credit Agreement shall not
be deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Payor
for purposes of this Section 3(a) if the Person formed by such consolidation or
into which the Payor is merged or the Person which acquires by conveyance or
transfer such property and assets substantially as an entirety, as the case may
be, shall comply with the conditions set forth in the Credit Agreement as a
prerequisite for such consolidation, merger, conveyance or transfer.

     (b) Payment on Subordinated Debt Suspended When Senior Debt is in Default.
In the event and during the continuation of any Default or Event of Default
under the Credit Agreement or under any other agreement or instrument evidencing
or securing any Senior Debt, then unless and until such Default or Event of
Default shall have been cured or waived or shall have ceased to exist and any
resulting acceleration shall have been rescinded or annulled, or in the event
any judicial proceeding shall be pending with respect to any such Default or
Event of Default, then no direct or indirect payment, including any payment
which may be payable by reason of the payment of any other indebtedness of the
Borrower which is subordinated to the payment of the Subordinated Debt) shall be
made by or on behalf of the Payor on account of the principal of or interest on
the Subordinated Debt or on account of the purchase or other acquisition by it
of the Subordinated Debt. The provisions of this Section 3(b) shall not apply to
any payment with respect to which Section 3(a) would be applicable.

     (c) Rights and Obligations of the Payees. If, notwithstanding the foregoing
provisions of this Section 3, any Payee or other holder of the Subordinated Debt
shall have received any payment or distribution of assets of the Payor of any
kind or character, whether in cash, property or securities, including any such
payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of the Payor which is subordinated to the
payment of the Subordinated Debt, before all amounts due or to become due on or
in respect of all Senior Debt have been irrevocably paid in full in cash, then
and in such event such payment or distribution shall be received in trust for
the Creditors and other holders of the Senior Debt and shall be forthwith paid
over or delivered by the Payee or other holder of the Subordinated Debt
receiving the same directly to the Administrative Agent (or the Representative,
the Derivatives Creditors or all of the Creditors, as applicable) or, to the
extent legally required, to the trustee in bankruptcy, debtor-in-possession,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
such payment or distribution of assets of the Payor, for application to the
payment of all Senior Debt remaining unpaid to the extent necessary to pay all
Senior

<PAGE>

Debt in full after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of the Senior Debt.

         Section 4. Rights of the Creditors Not to be Impaired. No right of the
Administrative Agent or any other Creditor or any other present or future holder
of the Senior Debt to enforce subordination as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act in good faith
by the Administrative Agent or any other such Creditor or other holder of the
Senior Debt or by any noncompliance by any Payee with the terms and provisions
and covenants herein regardless of any knowledge thereof the Administrative
Agent or any other such Creditor or other holder may have or otherwise be
charged with. The Holders of the Senior Debt may, without in any way affecting
the obligations of the Payee or any other holder of the Subordinated Debt with
respect thereto, at any time or from time to time in their absolute discretion,
change the manner, place or terms or payment of, change or extend the time or
payment of or renew or alter any Senior Debt, or amend, supplement or modify any
agreement or instrument governing or evidencing such Senior Debt or any other
document referred to therein, or exercise or refrain from exercising any other
of their rights under the Senior Debt including, without limitation, the waiver
of any Default or Event of Default thereunder and the release of any collateral
securing such Senior Debt, all without notice to or assent from the Payee or any
other holder of the Subordinated Debt. The provisions of this Annex A are
intended to be for the benefit of the Creditors and each other holder of the
Senior Debt and shall be enforceable directly by the Administrative Agent, any
Representative or the Derivatives Creditors or other Creditors, as applicable,
or any other present or future holder or holders of the Senior Debt.

         Section 5. Restriction on Assignment of Subordinated Debt. The Payee
and each other holder from time to time of the Subordinated Debt by its
acceptance thereof agrees not to sell, assign or transfer all or any part of the
Subordinated Debt while any Senior Debt remains unpaid unless such sale,
assignment or transfer is made expressly subject to the provisions of this Annex
A. The Payee represents that no other subordination of the Subordinated Debt is
in existence on the date hereof, and the Payee agrees that the Subordinated Debt
will not be subordinated to any indebtedness other than the Senior Debt.

         Section 6. Reliance on Subordination. The Payee and each other holder
from time to time of the Subordinated Debt by its acceptance thereof consents
and agrees that all Senior Debt shall be deemed to have been made or incurred at
the request of the Payee and all other holders from time to time of the
Subordinated Debt and in reliance upon the subordination of the Subordinated
Debt pursuant to this Annex A.

         Section 7. Actions Against the Payor; Exercise of Remedies. Neither the
Payee nor any other holder of the Subordinated Debt will (i) commence (unless
the Administrative Agent, Representative or Derivatives Creditors or other
Creditors, as applicable, or other holders of the Senior Debt shall have
commenced) any action or proceeding against the Payor to recover all or any part
of the Subordinated Debt or (ii) join with any creditor (unless the
Administrative Agent, Representative or Derivatives Creditors or other
Creditors, as applicable, or other holders of the Senior Debt shall also join)
in bringing any proceeding against the Payor under the United States Bankruptcy
Code or any other state, federal or foreign insolvency statute unless and until,
in each case, the Senior Debt shall have been irrevocably paid in full in cash.
Neither the Payee nor any other holder of the Subordinated Debt will ask,
demand, sue for, take or receive from the Payor, directly or indirectly, in
cash, property or securities or by set off or in any other manner (including,
without limitation, from or by way of attachment or seizure of or foreclosure
upon any property or assets of the Payor which may now or hereafter constitute
collateral for any Subordinated Debt), payment of all or any part of the
Subordinated Debt if an Event of Default shall have occurred and be continuing
under the Credit Agreement or under any other agreement or instrument evidencing
or securing the Senior Debt unless and until all Senior Debt shall have been

<PAGE>

irrevocably paid in full in cash or the benefits of this sentence waived by or
on behalf of the Creditors or the other holder or holders of the Senior Debt.

          Section 8. Subrogation. The Payee or other holder from time to time of
the Subordinated Debt shall be subrogated to the rights of the holders of the
Senior Debt to receive payments or distributions of assets of the Payor
applicable to the Senior Debt until all amount owing on the Subordinated Debt
has been paid in full; provided that neither the Payee nor any other holder of
the Subordinated Debt shall enforce any payment by way of subrogation (whether
contractual, under Section 509 of the United States Bankruptcy Code or
otherwise) until the Commitments have been terminated and the principal of and
interest on the Notes and all other amounts payable under or with respect to the
Senior Debt have been irrevocably paid in full in cash. For the purposes of the
rights of subrogation set forth in this Section 8, no payments or distributions
to any Creditor or other holder or holders of the Senior Debt of any cash,
property or securities to which the Payee or other holder or holders of the
Subordinated Debt would be entitled but for the provisions of this Annex A, and
no payments over pursuant to the provisions of this Annex A to any Creditor or
other holder or holders of the Senior Debt by the Payee or other holder or
holders of the Subordinated Debt, shall, as among the Payor, its creditors
(other than the Creditors and any other holder or holders of the Senior Debt)
and the Payee and other holder or holders of the Subordinated Debt, be deemed to
be a payment or distribution by the Payor to or on account of the Senior Debt,
it being understood that the provisions of this Annex A are solely for the
purpose of defining the relative rights of the Creditors or any other holder or
holders of the Senior Debt and the Payee and any other holder or holders of the
Subordinated Debt.

          If any payment or distribution to which the Payee or other holder or
holders of the Subordinated Debt would otherwise have been entitled but for the
provisions of this Annex A shall have been applied, pursuant to the provisions
of this Annex A, to the payment of all amounts payable under the Senior Debt,
then the Payee or other holder or holders of the Subordinated Debt shall be
entitled to receive from the Creditors or other holder or holders of the Senior
Debt at the time outstanding any payments or distributions received by the
Creditors or such holder or holders of the Senior Debt in excess of the amount
sufficient to irrevocably pay all amounts under or in respect of the Senior Debt
in full in cash.

          Section 9. Waiver of UCC Provisions. If any applicable provisions of
the Uniform Commercial Code as in effect in the State of New York or any other
relevant jurisdiction (the "UCC") requires the Administrative Agent, the
Collateral Agent or any other Creditor or holder of the Senior Secured Debt or
any representative thereof to notify the Payee or other holder of the
Subordinated Debt that the Administrative Agent, the Collateral Agent or such
other Creditor or holder or representative thereof will foreclose or otherwise
realize upon any collateral or other property provided to secure the Senior
Secured Debt, whether pursuant to Article 5 of the UCC or otherwise, the Payee
and each other holder from time to time of the Subordinated Debt by its
acceptance thereof hereby waives, to the extent permitted by applicable law, all
such required notice(s) and, to the extent such requirement of notice may not be
waived under applicable law, agrees that five Business Days' written notice of
any such foreclosure or other realization shall be commercially reasonable. The
Payee and each other holder from time to time of the Subordinated Debt by its
acceptance thereof further waives, to the extent permitted by applicable law,
any and all rights it may have to require the Administrative Agent, the
Collateral Agent or any other Creditor or other holder of the Senior Secured
Debt or representative thereof to marshal any collateral or other property
provided as security for the Senior Secured Debt and any and all other rights
and remedies now or hereafter available to the Payee or such other holder of the
Subordinated Debt under Section 9-610 of the UCC. The Payee and each other
holder from time to time of the Subordinated Debt by its acceptance thereof
agrees that the Administrative Agent, the Collateral Agent and any other
Creditor or holder of the Senior Secured Debt or representative thereof may sell
inventory that constitutes collateral or other security for any Senior Secured
Debt pursuant to a repurchase agreement, that such sale

<PAGE>

shall not be deemed a transfer subject to Section 9-618 of the UCC or any
similar provisions of any other applicable law (such provisions, to the extent
otherwise applicable to such sale, being hereby waived), and that the repurchase
of inventory by a seller under a repurchase agreement shall be a commercially
reasonable method of disposition.

          Section 10. Proofs of Claim. The Payee and each other holder from time
to time of Subordinated Debt may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Payee or such other holder allowed in any judicial proceedings relative to the
Payor, its creditors or its property. If the Payor or any other holder from time
to time of Subordinated Debt files any claim, proof of claim or similar
instrument in any judicial proceeding referred to above and all Senior Debt has
not been irrevocably paid in full in cash, the Payor or such other holder shall
(i) file such claim, proof of claim or similar instrument on behalf of the
Creditors and the other holder or holders of the Senior Debt as such Creditors'
or other holder's or holders' interests may appear and (ii) take all such other
actions as may be appropriate to ensure that all payments and distributions made
in respect of any such proceedings are made to the Administrative Agent, the
Representative or the Derivatives Creditors or other Creditors, as applicable,
and any other holder or holders of the Senior Debt as its or their interests may
appear.

          Any term or provision of this Section 10 to the contrary
notwithstanding, if any judicial proceeding referred to above is commenced by or
against the Payor, and so long as all Senior Debt has not been irrevocably paid
in full in cash: (i) the Administrative Agent, the Representative, the holders
of at least 51% of the Derivatives Obligations or the Creditors, as applicable,
or any other holder or holders of the Senior Secured Debt or representatives
thereof are hereby irrevocably authorized and empowered (in each case, in its
own name, as administrative agent or representative on behalf of the Creditors
or in the name of the Payee or any other holder or holders from time to time of
the Subordinated Debt or otherwise), but shall have no obligation, to (A)
demand, sue for, collect and receive every payment or distribution received in
respect of any such proceeding and give acquittance therefor and to file claims
and proofs of claims and (B) exercise any voting rights otherwise attributable
to the Payee or other holders of the Subordinated Debt in any such proceeding;
(ii) the Payee or such other holder or holders of the Subordinated Debt shall
duly and promptly take, for the account of the Creditors and any other holders
or holders of the Senior Secured Debt, such action as the Administrative Agent,
the Representative, the holders of at least 51% of the Derivatives Obligations
or the Creditors, as applicable, or other holder or holders of the Senior
Secured Debt or representatives thereof may request to collect all amounts
payable by the Payor in respect of the Subordinated Debt and to file the
appropriate claims or proofs of claim in respect of the Subordinated Debt; and
(iii) the Payee and each other holder of Subordinated Debt shall, at the request
of the Administrative Agent, the Representative, the holders of at least 51% of
the Derivatives Obligations or the Creditors, as applicable, or other holder or
holders of the Senior Secured Debt or representatives thereof duly and promptly
consent to or join in or stipulate its agreement with any action or position
which the Creditors and each other holder of the Senior Secured Debt may take in
any such judicial proceeding referred to above, including, without limitation,
such actions and positions as the Creditors may take with respect to requests
for relief from the automatic stay, for authority to use cash collateral or to
use, sell or lease other property of the estate, for assumption, assignment or
rejection of any executory contract and to obtain credit. The Payee and each
other holder from time to time of Subordinated Debt by its acceptance thereof
hereby appoints the Administrative Agent, the Collateral Agent, the
Representative, the holders of at least 51% of the Derivatives Obligations or
the other Creditors, as applicable, or other holder or holders of the Senior
Secured Debt or representatives thereof as its agent(s) and attorney(s) in fact,
all acts of such attorney(s) being hereby ratified and confirmed and such
appointment(s), being coupled with an interest, being irrevocable until the
Senior Debt is irrevocably paid in full in cash, to exercise the rights and file
the claims referred to in this Section 10 and to execute and deliver any
documentation necessary for the exercise of such rights or to file such claims.
Notwithstanding anything to the contrary contained herein, neither the Payee nor
any

<PAGE>

other holder of Subordinated Debt shall file any claim or take any action which
competes or interferes with the rights and interests of the Creditors or any
other holders of the Senior Debt under the Credit Agreement and other Loan
Documents, the Derivatives Agreements or any other agreement or instrument
evidencing or securing the Senior Debt. Until the Senior Debt has been
irrevocably paid in full in cash, neither the Payee nor any other holder of the
Subordinated Debt will (in any proceeding of the type described in Section 2(a))
discharge all or any portion of the obligations of the Payor in respect of the
Subordinated Debt, whether by forgiveness, receipt of capital stock, exercise of
conversion privileges or otherwise, without the prior written consent of the
Administrative Agent, the Representative, the holders of at least 51% of the
Derivatives Obligations or the Creditors, as applicable, or the holder or
holders of the Senior Secured Debt.

          Section 11. Obligation of the Payor Unconditional. Nothing contained
in this Annex A or in the Intercompany Note is intended to or shall impair, as
between the Payor and the holder of the Intercompany Note, the obligation of the
Payor, which is absolute and unconditional, to pay to the holder of the
Intercompany Note the principal of and interest on the Intercompany Note as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the holder of the
Intercompany Note and creditors of the Payor other than the holders of the
Senior Debt, nor shall anything herein or therein, except as expressly provided,
prevent the holder of the Intercompany Note from exercising all remedies
otherwise permitted by applicable law, subject to the rights, if any, under this
Annex A of the holders of Senior Debt in respect of cash, property, or
securities of the Payor received upon the exercise of any such remedy. Upon any
distribution of assets of the Payor referred to in this Annex A, the holder of
the Intercompany Note shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending, or a certificate of the
liquidating trustee or agent or other Person making any distribution to the
holder of the Intercompany Note, for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior Debt and
other indebtedness of the Payor, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Annex A.

          Section 12. Reinstatements in Certain Circumstances. If, at any time,
all or part of any payment with respect to Senior Debt theretofore made by the
Payor or any other Person is rescinded or must otherwise be returned by the
holders of Senior Debt for any reason whatsoever (including, without limitation,
the insolvency, bankruptcy or reorganization of Payor or such other Persons),
the subordination provisions set forth herein shall continue to be effective or
be reinstated, as the case may be, all as though such payment had not been made.

          Section 13. Priority in Respect of Senior Secured Debt.
Notwithstanding anything to the contrary in this Annex A, the holders of the
Subordinated Notes acknowledge and confirm that the Collateral Agent, on behalf
of the Secured Parties, have a first priority security interest in the
Collateral of which this Intercompany Note is a part, and, until the Commitments
have been terminated and the principal of and interest on the Notes and all
other amounts payable under or with respect to the Senior Secured Debt have been
irrevocably paid in full in cash, any payments made hereunder shall be applied
solely in respect of the Obligations under the Senior Secured Debt in accordance
with the Credit Agreement and the other Documents, and if any holder of the
Senior Subordinated Notes shall have received any payment or distribution of
assets of the Payor of any kind or character, whether in cash, property or
securities, including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Payor
which is subordinated to the payment of the Senior Secured Debt, before all
amounts due or to become due on or in respect of all Senior Secured Debt have
been irrevocably paid in full in cash, then and in such event such payment or
distribution shall be received in trust for the Creditors and other holders of
the Senior Secured Debt and shall be forthwith paid over or delivered by such
holder of the Senior Subordinated Notes receiving the same directly to the

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Administrative Agent (or the Representative, the Derivatives Creditors or all of
the Creditors, as applicable) or, to the extent legally required, to the trustee
in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian,
assignee, agent or other Person making such payment or distribution of assets of
the Payor, for application to the payment of all Senior Secured Debt remaining
unpaid to the extent necessary to pay all Senior Secured Debt in full after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of the Senior Secured Debt.

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                                     ANNEX B

                     Form of Opinion of Debevoise & Plimpton

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                                     ANNEX C

                  Form of Opinion of Local Counsel to Borrower