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                                                                     Exhibit 4.1

                            AMERICAN SEAFOODS COMPANY

            SENIOR SUBORDINATED PROMISSORY NOTE DUE JANUARY 28, 2010

$50,000,000.00                                                New York, New York
                                                                January 28, 2000

          FOR VALUE RECEIVED, AMERICAN SEAFOODS COMPANY, a Washington
corporation ("Maker"), promises to pay to NORWAY SEAFOODS ASA ("Norway" or
"Payee") or its registered assigns, in the manner and at the place hereinafter
provided, on January 28, 2010, the principal sum of (x) FIFTY MILLION AND NO/100
DOLLARS ($50,000,000.00) plus (y) the aggregate amount of any Additional
Principal (as defined below) with respect to this Note.

          Maker also promises to pay interest on the unpaid principal amount of
this Note (including any Additional Principal) at 10.0% per annum from the date
of issuance hereof until paid in full; provided, however, that any principal
                                       --------  -------
amount, interest, premium or other amount payable hereunder that is not paid
when due, whether at stated maturity, by required prepayment, acceleration or
otherwise, shall bear interest payable upon demand at 12.0% per annum,
compounded semi-annually on each Interest Payment Date (as defined below).
Subject to the preceding sentence, interest shall be payable semiannually in
arrears on and to January 15 and July 15 of each year, commencing on the first
such day to occur after the date of issuance of this Note, and at maturity;
provided that if any such day is not a Business Day (this and other capitalized
--------
terms not otherwise defined herein have the meanings provided in Section 6),
interest otherwise payable on such day shall be payable on the next succeeding
Business Day (each, an "Interest Payment Date"), and such extension of time
shall be included in the computation of interest payable on this Note. All
computations of interest shall be made on the basis of a 360-day year, for the
actual number of days elapsed in the relevant period (including the first day
but excluding the last day).

          Anything contained in this Note to the contrary notwithstanding,
during the period commencing on the Initial Issuance Date and ending on the
earlier of (x) January 28, 2005 and (y) the date on which Indebtedness under the
Senior Bank Credit Agreement is paid in full and the commitments to lend
thereunder terminate, Maker shall, to the extent that cash payment of interest
on this Note is prohibited under the Senior Bank Credit Agreement, in lieu of
paying interest in cash, on the date payment of such interest would otherwise be
due, increase the principal amount of this Note in an aggregate amount equal to
(i) during the period from the Initial Issuance Date to and including the date
which is one year thereafter, the amount of such accrued and unpaid interest
hereon, or (ii) thereafter, 120% of the amount of such accrued and unpaid
interest hereon (the amount of each such increase, in the case of either clause
(i) or (ii), being "Additional Principal" with respect hereto), and upon such
increase in principal amount such accrued and unpaid interest shall cease to be
due and payable at such time and such Additional Principal shall instead be due
and payable on the Maturity Date; provided, however, that to the extent
                                  --------  -------
permitted under the Senior Bank Credit Agreement and so long as both

<PAGE>

immediately before and immediately after making any cash payment of interest on
the Notes on a pro forma basis giving effect to such cash payment, the fixed
charge coverage ratio of Holdings and its Subsidiaries (determined in accordance
with the relevant definitions and covenants in the Senior Bank Credit Agreement)
would exceed 125% of the minimum fixed charge coverage ratio required to be
maintained at such time under the Senior Bank Credit Agreement, (1) if
$50,000,000 or more (but less than $100,000,000) in principal amount of the term
loans under the Senior Bank Credit Agreement has been repaid, Maker shall pay up
to 33% of the accrued and unpaid interest on the Notes in cash; (2) if
$100,000,000 or more (but less than $150,000,000) in principal amount of the
term loans under the Senior Bank Credit Agreement has been repaid, Maker shall
pay up to 67% of the accrued and unpaid interest on the Notes in cash; and (3)
if $150,000,000 or more in principal amount of the term loans under the Senior
Bank Credit Agreement has been repaid, Maker shall pay up to 100% of the accrued
and unpaid interest on the Notes in cash (it being understood that accrued and
unpaid interest as used herein shall not include any Additional Principal with
respect to the Notes).

          This Note is issued pursuant to the Transaction Agreement dated as of
December 10, 1999 (such agreement, as it may be amended, supplemented or
otherwise modified from time to time, being the "Transaction Agreement") among
Maker, Norway and certain of their respective Affiliates.

SECTION 1. PAYMENTS

          All payments of principal and cash interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
to Payee by wire transfer to the following account:

               Den Norske Bank, New York Branch
               ABA#: 02600 5694
               Account Name: Norway Seafoods ASA
               Account #: 27812001
               Reference: American Seafoods Company Note

or at such other place as Payee may direct. Each payment made hereunder shall be
credited first to interest then due and the remainder of such payment shall be
credited to principal, and interest shall thereupon cease to accrue upon the
principal so credited.

          If more than one Note is outstanding, any payments or prepayments of
the Notes (except payments pursuant to an Asset Sale Offer or Change of Control
Offer) shall be applied ratably to such Notes in proportion to the respective
outstanding principal amounts thereof.

SECTION 2. PREPAYMENTS

     2.1  Optional Prepayments
          ---------------------

          Maker shall have the right at any time and from time to time, upon
notice delivered to Holders no later than one Business Day in advance of the
date of the proposed prepayment, to prepay the principal amount of the Notes in
whole or in part, without premium or penalty.

                                       2

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     2.2  Mandatory Prepayment From Excess Cash Flow.
          ------------------------------------------

          On the Business Day which is 100 days after the end of each fiscal
year of Holdings beginning with the first such Business Day in 2003, Maker shall
prepay the Notes outstanding, without premium or penalty and up to the full
extent thereof, in an amount equal to the lesser of the amounts described in
clauses (i) and (ii) below:

          (i) the lesser of (x) 25% of Excess Cash Flow for the immediately
     preceding fiscal year of Holdings and (y) $10,000,000; and

          (ii) the amount, if a positive number, determined by subtracting (x)
     the product of (1) 50% multiplied by (2) the average annual amount of all
     scheduled principal payments of Indebtedness of Holdings and its
     Subsidiaries and projected interest expense thereon (determined assuming an
     interest rate applicable thereto equal to the weighted average of the
     interest rates applicable to such Indebtedness outstanding on the relevant
     date of determination) for the period commencing with the year in which the
     date of determination occurs and ending with (and including) the year of
     maturity of all Indebtedness under the Senior Bank Credit Agreement, from
     (y) the aggregate unrestricted cash and Cash Equivalents on hand of
     Holdings and its Subsidiaries (net of the outstanding aggregate principal
     amount of revolving credit borrowings under the Senior Bank Credit
     Agreement and any other working capital facility of Holdings or any of its
     Subsidiaries);

provided, however, that no such prepayment shall be required or made unless such
--------  -------
prepayment is permitted under the Senior Bank Credit Agreement; and provided
                                                                    --------
further, however, that the aggregate amount of any such prepayment made with
-------  -------
respect to the Notes shall be reduced by the aggregate amount of any concurrent
prepayment of the Holdings Notes made pursuant to Section 2.2 of the Holdings
Notes.

     2.3  Notice of Prepayments
          ---------------------

          Maker shall give notice of the amount of any prepayment of the Notes
to Holders at least three Business Days prior to the date of such prepayment.
Notice of prepayment having been given as aforesaid, the principal of the Notes
shall become due and payable on the prepayment date specified in such notice in
the aggregate principal amount specified therein. Any such prepayment shall be
accompanied by interest on the principal amount of the Notes being prepaid to
the date of prepayment.

SECTION 3. REPRESENTATIONS AND WARRANTIES

          Maker hereby represents and warrants to Payee on the date of issuance
of this Note that:

          (i) it is a duly formed and validly existing limited liability
     company, in good standing under the laws of the State of Delaware and has
     the limited liability company power and authority to own and operate its
     properties, to transact the business in which it is now engaged and as
     proposed to be conducted following consummation of the Transactions and to
     execute and deliver this Note;

                                       3

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          (ii) this Note constitutes the duly authorized, legally valid and
     binding obligation of Maker, enforceable against Maker in accordance with
     its terms, except as may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws relating to or limiting
     creditors' rights generally or by equitable principles relating to
     enforceability;

          (iii) all consents and grants of approval required to have been
     granted by any Person in connection with the execution, delivery and
     performance of this Note by Maker have been granted; and

          (iv) the execution, delivery and performance by Maker of this Note do
     not and will not (a) violate any law, governmental rule or regulation,
     court order or agreement to which it is subject or by which its properties
     are bound or the certificate of formation or limited liability company
     agreement of Maker or (b) result in the creation of any Lien with respect
     to the property of Maker except as expressly provided by the Security
     Documents.

SECTION 4. COVENANTS

     4.1  Reports; Board Observer Rights; Compliance Certificate.
          -------------------------------------------------------

     A.   Reports.
          -------

          So long as this Note is outstanding, Maker will furnish to Holders (i)
within 45 days after the end of each of the first three fiscal quarters of
Holdings' fiscal year, the unaudited consolidated balance sheet of Holdings and
its Subsidiaries as at the end of such fiscal quarter and the related unaudited
consolidated statements of income, members' equity and cash flows of Holdings
and its Subsidiaries for such fiscal quarter, all in reasonable detail and
certified by the chief financial officer of Holdings that they fairly present,
in all material respects, the financial condition of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments, and (ii) within 90 days after the end of
each fiscal year of Holdings, the consolidated balance sheet of Holdings and its
Subsidiaries as at the end of such fiscal year and the related consolidated
statements of income, members' equity and cash flows of Holdings and its
Subsidiaries for such fiscal year, all in reasonable detail and certified by the
chief financial officer of Holdings that they fairly present, in all material
respects, the financial condition of Holdings and its Subsidiaries as at the
dates indicated and the results of their operations and their cash flows for the
periods indicated, together with a report on such consolidated financial
statements of independent certified public accountants of recognized national
standing selected by Holdings, which report shall be unqualified as to going
concern and scope of audit, and shall state that such consolidated financial
statements fairly present, in all material respects, the consolidated financial
position of Holdings and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years (except as
otherwise disclosed in such financial statements) and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards.

                                       4

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          In addition, after any Public Equity Offering, for so long as this
Note is outstanding, Holdings will furnish to Holders (i) all quarterly and
annual financial information that is required to be contained in a filing by
Holdings with the SEC on Forms 10-Q and 10-K, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of Holdings and its
Subsidiaries and, with respect to the annual information only, a report thereon
by Holdings' certified independent accountants and (ii) all current reports that
are required to be filed by Holdings and its Subsidiaries with the SEC.

     B.   Board Observer Rights.
          ---------------------

          Prior to the Sell-Down Date, (i) Norway and each other Holder that is
an Affiliate of Norway (which Holder may not, in any event, be a business
competitor of Holdings Maker or any of its Subsidiaries), collectively, shall
have the right to have one representative (who shall be a director, officer or
employee of Norway or any Affiliate of Norway, but shall not also be (x) an
Affiliate of Norway or (y) a director, officer or employee of any Affiliate of
Norway, which in the case of either clause (x) or (y) is a business competitor
of Holdings or any of its Subsidiaries) present at all meetings of the Board of
Directors of Holdings as a non-voting observer (a "Non-Voting Observer"), it
being understood that Norway and such Affiliates, collectively, may from time to
time change the designation of such Non-Voting Observer, (ii) Maker shall cause
Holdings' Board of Directors to hold at least one meeting in each calendar year,
and (iii) Maker shall provide Norway reasonable advance notice of each regular
or special meeting of Holdings' Board of Directors and shall supply to Norway
all materials provided to the members of such Board of Directors concurrently
with the provision of such materials to such members. The right to designate a
Non-Voting Observer shall not give Norway, its Affiliates or their Non-Voting
Observer any right to designate or be a member of the Board of Directors of
Holdings or to have any voting rights with respect to any matters considered by
the Board of Directors. Maker shall not be under any obligation to take any
action with respect to any proposals made or advice furnished by the Non-Voting
Observer. The Non-Voting Observer shall have a duty of confidentiality to
Holdings and its Subsidiaries comparable to the duty of confidentiality of a
member of the Board of Directors of Holdings, and shall, at the request of
Holdings, execute a confidentiality agreement in form and substance reasonably
satisfactory to Holdings, as a condition to attending the meetings described
above.

     C.   Compliance Certificate.
          ----------------------

          (i) Together with each delivery of financial statements of Holdings
     and its Subsidiaries pursuant to Section 4.1 A(ii) above, Maker shall
     deliver to Holders an Officer's Certificate stating that a review in
     reasonable detail of the transactions and condition of Holdings and its
     Subsidiaries during the accounting period covered by such financial
     statements has been made under the supervision of the signing officer and
     that such review has not disclosed the existence during or at the end of
     such accounting period, and that the signer does not have knowledge of the
     existence as at the date of such Officer's Certificate, of any condition or
     event that constitutes an Event of Default or Default, or, if any such
     condition or event existed or exists, specifying the nature and period of
     existence thereof and what action Maker has taken, is taking and proposes
     to take with respect thereto.

                                       5

<PAGE>

          (ii) Promptly and in any event within 5 Business Days after any
     Responsible Officer of Maker obtains knowledge of any Event of Default or
     Default, Maker shall deliver to Holders an Officer's Certificate specifying
     the nature and period of existence of such Event of Default or Default and
     what action. Maker has taken, is taking and proposes to take with respect
     thereto.

          (iii) Upon the incurrence of any Indebtedness other than Permitted
     Debt, Maker shall deliver to Holders an Officer's Certificate demonstrating
     pro forma compliance with the Fixed Charge Coverage Ratio test set forth in
     the second paragraph of Section 4.5.

          (iv) So long as not contrary to the then current recommendations of
     the American Institute of Certified Public Accountants, the financial
     statements delivered pursuant to Section 4.1A(ii) above shall be
     accompanied by a written statement of Holdings' independent public
     accountants (who shall be a firm of established national reputation) that
     in making the examination necessary for certification of such financial
     statements, no event or condition has come to their attention that would
     lead them to believe that an Event of Default or Default has occurred under
     the provisions of Section 4 of the Notes as they relate to financial
     matters or, if any such event or condition has come to their attention,
     specifying the nature and period of existence thereof, it being understood
     that such accountants shall not be liable directly or indirectly to any
     Person for any failure to obtain knowledge of any such event or condition.

     4.2  Taxes.
          ------

          Maker will cause Holdings and each of its Subsidiaries to pay (or
cause the payment thereof before the same shall become delinquent) (a) all
material federal, state, local and foreign taxes, assessments and other
governmental charges (including withholding taxes and any penalties, interest
and additions thereto) imposed upon it or any of its properties or assets or in
respect of any of its income, businesses or franchises and (b) all material
lawful claims for labor, materials and supplies, which if unpaid might by law
become a Lien upon any property of Holdings or any of its Subsidiaries that
would reasonably be expected to produce a Material Adverse Effect; provided that
                                                                   --------
no such tax, assessment or charge need be paid if it is being contested in good
faith by appropriate proceedings and adequate reserves have been established in
accordance with GAAP for such disputed amounts.

     4.3  Restricted Payments.
          --------------------

          Maker will not permit Holdings or any of its Subsidiaries to directly
or indirectly (i) declare or pay any dividend or make any other payment or
distribution on account of Holdings' Equity Interests or Equity Interests of any
Subsidiary of Holdings that is not a Wholly Owned Subsidiary (including without
limitation any payment in connection with any merger or consolidation) or to the
direct or indirect holders of any such Person's Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of such Person or to Holdings or a
Wholly Owned Subsidiary of Holdings); (ii) purchase, redeem or otherwise acquire
or retire for value (including without limitation in connection with any merger
or consolidation) any Equity Interests of Holdings, any Subsidiary

                                       6

<PAGE>

of Holdings or any direct or indirect parent of Holdings (other than any
purchase, redemption or other acquisition by Holdings or any Wholly Owned
Subsidiary of Holdings of any such Equity Interests owned by Holdings or any
Wholly Owned Subsidiary of Holdings); (iii) make any payment on or with respect
to, or purchase, redeem, defease or otherwise acquire or retire for value, any
Indebtedness that is pari passu with or subordinated to this Note (other than
the Notes and the Holdings Notes), except a payment of interest or principal at
the Stated Maturity thereof; or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as "Restricted Payments").

          Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph will not prohibit (1) the payment of any
dividend or distribution or the consummation of any irrevocable redemption
within 60 days after the date of declaration of such dividend or distribution or
notice of such redemption, if at said date of declaration or notice such payment
would have complied with the provisions of the Notes; (2) so long as no Default
or Event of Default shall have occurred and be continuing, the redemption,
repurchase, retirement, defeasance or other acquisition of any subordinated
indebtedness of Holdings or any Subsidiary of Holdings or of any Equity
Interests of Holdings or any Subsidiary of Holdings in exchange for, or out of
the net cash proceeds of the substantially concurrent sale (other than to a
Subsidiary of Holdings) of, Equity Interests of Holdings (other than
Disqualified Stock) or contribution to its common equity capital; provided that
                                                                  --------
the amount of any such net cash proceeds that are utilized for any such
redemption, repurchase, retirement, defeasance or other acquisition shall be
excluded from clause (c)(2) of the next succeeding paragraph; (3) the
defeasance, redemption, repurchase or other acquisition of subordinated
Indebtedness of Holdings or any Wholly Owned Subsidiary of Holdings with the net
cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (4) the
payment of any dividend or similar distribution by a Subsidiary of Holdings to
the holders of its common Equity Interests on a pro rata basis; (5) periodic
Restricted Payments (directly or indirectly) to the direct or indirect holders
of the Equity Interests of Holdings, pro rata in proportion to their ownership
interests, in an aggregate amount sufficient to permit each such holder to pay
the Theoretical Tax on the amount of taxable income of Holdings and its
Subsidiaries for the pertinent period allocated to such direct or indirect
holders, without regard to the individual tax status of any such holder; (6) the
repurchase, redemption or other acquisition or retirement for not more than fair
market value of any Equity Interests of Holdings or the Parent of Holdings held
by any member of Holdings' (or any of its Subsidiaries') management pursuant to
any management equity subscription agreement or equity option agreement or other
agreement to compensate directors or management employees, in each case
following termination of employment of any such director or management employee
by reason of death, disability, retirement or resignation or following other
events customarily requiring or permitting such repurchase, redemption
acquisition or retirement, in an aggregate amount not to exceed $500,000 in any
12-month period; (7) any repurchase of Equity Interests deemed to occur upon the
exercise of equity options if such Equity Interests represent a portion of the
exercise price thereof; (8) Restricted Payments constituting compensation to
members of the Boards of Directors of Holdings and its Subsidiaries who are not
also members of management of Holdings and its Subsidiaries, in an aggregate
amount not to exceed $25,000 per member in any fiscal year of Holdings, together
with reimbursement of reasonable out-of-pocket expenses of such members; (9)
distributions on or about the Initial Issuance Date to fund the Transactions;
(10) on or after the Sell-Down Date, the declaration or payment of dividends or
similar distributions on the Equity Interests of Holdings following a Public
Equity Offering, in an amount not exceeding

                                        7

<PAGE>

the net cash proceeds received by or contributed to Holdings from such Public
Equity Offering, for the purposes of funding the repurchase or redemption of
Equity Interests of the Parent of Holdings held by Persons holding such Equity
Interests prior to such Public Equity Offering; provided that the amount of any
                                                --------
such net cash proceeds that are utilized for any such dividends or similar
distributions shall be excluded from clause (c)(2) of the immediately succeding
paragraph; and (11) distributions to the extent necessary to permit the Parent
of Holdings to pay general administrative costs and expenses incurred as the
Parent of Holdings and not as the Parent of any other Person or in connection
with any of such Parent's other business activities.

          In addition to any Restricted Payment permitted under the immediately
preceding paragraph, on and after the Sell-Down Date Holdings and its
Subsidiaries shall be permitted to make any other Restricted Payment if, at the
time of and after giving effect to such Restricted Payment:

          (a) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and

          (b) Holdings would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, have been permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the second paragraph of Section 4.5 hereof; and

          (c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by Holdings and its Subsidiaries after the
Initial Issuance Date (excluding Restricted Payments permitted by clauses (2),
(3), (4), (5), (6), (7), (8), (9) and (10) of the immediately preceding
paragraph), is less than the sum, without duplication, of (1) 50% of the
Consolidated Net Income of Holdings for the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after the
Initial Issuance Date to the end of Holdings' most recently ended fiscal quarter
for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit), plus (2) 100% of the aggregate net cash
proceeds received by Holdings since the Initial Issuance Date as a contribution
to its common equity capital or from the issue or sale of Equity Interests of
Holdings (other than Disqualified Stock) or from the issue or sale of
convertible or exchangeable Disqualified Stock that have been converted into or
exchanged for such Equity Interests or from the issuance or sale of convertible
or exchangeable debt securities of Holdings that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or
Disqualified Stock or debt securities) sold to a Subsidiary of Holdings).

          The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by Holdings or such Subsidiary,
as the case may be, pursuant to the Restricted Payment. The fair market value of
any assets or securities that are required to be valued by this covenant shall
be determined in good faith by the Board of Directors of Holdings.

                                       8

<PAGE>

     4.4  Dividend and Other Payment Restrictions Affecting Subsidiaries.
          ---------------------------------------------------------------

          Maker will not permit Holdings any of its Subsidiaries to, directly or
indirectly, create or permit to exist or become effective any encumbrance or
restriction on the ability of any Subsidiary to (i) pay dividends or make any
other distributions on its Capital Stock to Holdings or any Subsidiary of
Holdings, or with respect to any other interest or participation in, or measured
by, its profits, or pay any indebtedness owed to Holdings or any Subsidiary of
Holdings; (ii) make loans or advances to Holdings or any Subsidiary of Holdings;
or (iii) transfer any of its properties or assets to Holdings or any Subsidiary
of Holdings, except for such encumbrances or restrictions existing under or by
reason of: (a) Existing Indebtedness and the Senior Bank Credit Agreement, in
each case as in effect on the Initial Issuance Date; (b) the Notes and the
Holdings Notes; (c) applicable law; (d) any instrument governing Indebtedness or
Capital Stock of a Person acquired by Holdings or any of its Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired; (e) customary non-assignment provisions in leases entered
into in the ordinary course of business and consistent with past practices and
other agreements or instruments arising or agreed to in the ordinary course of
business that restrict in a customary manner the subletting, assignment or
transfer of any property or asset subject to a lease, license, conveyance or
other contract; (f) purchase money obligations for property acquired in the
ordinary course of business that impose restrictions on the property so acquired
of the nature described in clause (iii) of this paragraph; (g) any agreement for
the sale or other disposition of a Subsidiary of Holdings or assets of a
Subsidiary of Holdings that restricts distributions by such Subsidiary pending
its sale or other disposition, and any transfer of, agreement to transfer,
option or right with respect to, or Lien on, any property or assets of Holdings
or any Subsidiary of Holdings entered into in compliance with the provisions of
the Notes; (h) other Indebtedness permitted to be incurred subsequent to the
Initial Issuance Date pursuant to the provisions of Section 4.5, provided that
                                                                 --------
such restrictions are no more restrictive than those contained in the Senior
Bank Credit Agreement; (i) Liens securing Indebtedness otherwise permitted to
be incurred pursuant to Section 4.8 that limit the right of Holdings or any of
its Subsidiaries to dispose of the assets subject to such Lien; (j) restrictions
on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business; (k) provisions in agreements or
instruments which prohibit the payment of dividends or the making of other
distributions with respect to any Capital Stock of a Person other than on a pro
rata basis; and (l) any encumbrances or restrictions imposed by any amendments,
supplements, modifications, restatements, renewals, increases, refundings,
replacements or refinancings of the contracts, instruments or obligations
referred to in the preceding clauses (a) through (k), provided that such
                                                      --------
contracts, instruments and obligations, after giving effect to such amendments,
supplements, modifications, restatements, renewals, increases, refundings,
replacements or refinancings, are no more restrictive with respect to such
dividend and other payment restrictions, taken as a whole, than prior to such
amendments, supplements, modifications, restatements, renewals, increases,
refundings, replacements or refinancings.

                                        9

<PAGE>

     4.5  Incurrence of Indebtedness and Issuance of Preferred Stock.
          ----------------------------------------------------------

          Maker will not permit Holdings or any of its Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including without limitation Acquired
Debt), and will not permit Holdings to issue any Disqualified Stock and will not
permit any of Holdings' Subsidiaries to issue any shares of preferred equity
(other than preferred equity issued to Holdings or any Wholly Owned Subsidiary
of Holdings); provided, however, that the foregoing will not prohibit the
              --------  -------
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

          (i) the incurrence by Holdings and its Subsidiaries of Indebtedness
     under the Senior Bank Credit Agreement; provided that the aggregate
     principal amount of all Indebtedness of Holdings and its Subsidiaries
     outstanding under the Senior Bank Credit Agreement (with letters of credit
     being deemed to have a principal amount equal to the maximum potential
     liability of Holdings or any of its Subsidiaries thereunder) does not
     exceed $310,000,000 plus the amount of any accrued and unpaid interest,
     fees and all other amounts owing under the Senior Bank Credit Agreement
     refinanced (and the amount of reasonable expenses incurred in connection
     therewith) pursuant to any refinancing or restructuring of the Senior Bank
     Credit Agreement less (A) the aggregate amount of all optional or mandatory
     principal payments actually made by Holdings or any of its Subsidiaries
     after the Initial Issuance Date in respect of term loans under the Senior
     Bank Credit Agreement (excluding any such principal payments to the extent
     the amounts so repaid are refinanced concurrently with such repayment
     pursuant to a permitted amendment, restatement, refinancing, renewal,
     refunding, replacement or restructuring included in the definition of
     "Senior Bank Credit Agreement") and (B) any repayments of revolving credit
     borrowings under the Senior Bank Credit Agreement that are accompanied by a
     corresponding commitment reduction thereunder; and provided further, that
     the amount of Indebtedness permitted to be incurred under the Senior Bank
     Credit Agreement in accordance with this clause (i) shall be in addition to
     any Indebtedness permitted to be incurred pursuant to the Senior Bank
     Credit Agreement in reliance on, and in accordance with, clauses (viii) and
     (x) below;

          (ii) the incurrence by Holdings and its Subsidiaries of Existing
     Indebtedness so long as such Existing Indebtedness remains outstanding;

          (iii) the incurrence by Holdings of Indebtedness represented by the
     Holdings Notes (including without limitation any additions to the principal
     amount of the Holdings Notes pursuant to the terms thereof), the incurrence
     by Maker (or any successor thereto permitted hereunder) of Indebtedness
     represented by the Notes, and the incurrence by Holdings of Indebtedness
     represented by the Holdings Guaranty;

          (iv) the incurrence by Holdings or any of its Subsidiaries of
     Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
     which are used to refund, refinance or replace, Indebtedness (other than
     intercompany Indebtedness) that was permitted to be incurred under the
     second paragraph of this Section 4.5 or any provision (other than clause
     (v)) of this paragraph;

                                       10

<PAGE>

          (v) the incurrence by Holdings or any of its Wholly Owned Subsidiaries
     of intercompany Indebtedness between or among Holdings and any of its
     Wholly Owned Subsidiaries or Indebtedness of Holdings to any Subsidiary of
     Holdings that is not a Wholly Owned Subsidiary; provided that any such
                                                     --------
     Indebtedness owed by any Subsidiary to Holdings or to any other Subsidiary
     shall be unsecured; and provided further, that (a) any subsequent issuance
                             -------- -------
     or transfer of Equity Interests that results in any such Indebtedness being
     held by a Person other than Holdings or a Wholly Owned Subsidiary thereof
     and (b) any sale or other transfer of any such Indebtedness to a Person
     that is not either Holdings or a Wholly Owned Subsidiary thereof shall be
     deemed, in each case, to constitute an incurrence of such Indebtedness by
     Holdings or such Subsidiary, as the case may be, that was not permitted by
     this clause (v);

          (vi) the incurrence by Holdings or any of its Subsidiaries of (a)
     Hedging Obligations of the type described in clause (i) of the definition
     thereof that are incurred for the purpose of fixing or hedging interest
     rate risk with respect to any floating rate Indebtedness that is permitted
     to be incurred and outstanding pursuant to the terms hereof and (b) Hedging
     Obligations of the type described in clause (ii) of the definition thereof
     that are incurred for the purpose of fixing or hedging currency risk;
     provided that such Hedging Obligations are, in the good faith judgment of
     --------
     Holdings, entered into to protect Holdings and its Subsidiaries from
     fluctuations in currency values or interest rates on its outstanding
     Indebtedness, as the case may be;

          (vii) the guarantee by any Subsidiary of Holdings of Indebtedness of
     any other Subsidiary of Holdings that was permitted to be incurred under
     another provision of this Section 4.5;

          (viii) the incurrence of Indebtedness to finance (a) Consolidated
     Capital Expenditures permitted pursuant to Section 4.15 and (b)
     acquisitions constituting Permitted Investments under clause (xiii) of the
     definition of Permitted Investments;

          (ix) the accrual of interest, accretion or amortization of original
     issue discount, the payment of interest on any Indebtedness in the form of
     additional Indebtedness with the same terms, and the payment of dividends
     or similar distributions on Disqualified Stock in the form of additional
     shares of the same class of Disqualified Stock; provided, in each such
     case, that the amount thereof is included in Fixed Charges of Holdings as
     accrued;

          (x) the incurrence by Holdings or any of its Subsidiaries of
     additional Indebtedness in an aggregate principal amount (or accreted
     value, as applicable) at any time outstanding, including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any
     Indebtedness incurred pursuant to this clause (x), not to exceed
     $31,000,000 (which amount may, but need not, be incurred in whole or in
     part under the Senior Bank Credit Agreement);

          (xi) obligations in respect of insurance premium financing and
     performance and. surety bonds and completion guarantees provided by
     Holdings or any of its Subsidiaries, in each case in the ordinary course of
     business; and

                                       11

<PAGE>

          (xii) Indebtedness consisting of indemnification obligations, purchase
     price adjustment obligations or earn out or other similar obligations, in
     each case incurred or assumed in connection with Asset Sales or other
     dispositions of assets of any of Holdings' Subsidiaries, other than
     guarantees of Indebtedness incurred by any Person acquiring all or any
     portion of such assets for the purpose of financing such acquisition;
     provided that (a) such Indebtedness is not reflected on the balance sheet
     of Holdings or any of its Subsidiaries (contingent obligations referred to
     in a footnote or footnotes to financial statements shall not be deemed to
     be reflected on such balance sheet for purposes of this clause (a)) and (b)
     the maximum assumable liability in respect of all such Indebtedness shall
     at no time exceed the gross proceeds actually received by Holdings and its
     Subsidiaries in connection with such disposition.

          In addition to any Indebtedness permitted to be incurred under clauses
(i) through (xii) of the immediately preceding paragraph, on and after the
Sell-Down Date Holdings and any of its Subsidiaries may incur Indebtedness
(including without limitation Acquired Debt), and Holdings may issue
Disqualified Stock, if the Fixed Charge Coverage Ratio for Holdings' most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued would have been at
least 1.50 to 1, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or the Disqualified Stock had been issued, as the case may
be, at the beginning of such four-quarter period.

          For purposes of determining compliance with this covenant, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (xii) of
the first paragraph of this Section 4.5, or is otherwise entitled to be incurred
pursuant to the second paragraph of this covenant, Holdings will be permitted,
in its sole discretion, to classify such item of Indebtedness in any manner that
complies with this covenant. Accrual of interest, accretion or amortization of
original issue discount, the payment of interest on any Indebtedness in the form
of additional Indebtedness with the same terms, and the payment of dividends or
similar distributions on Disqualified Stock in the form of additional shares of
the same class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this covenant;
provided, in each such case, that the amount thereof is included in Fixed
--------
Charges of Holdings as accrued; (x) the amount of Indebtedness issued at a price
which is less than the principal amount thereof shall be equal to the amount of
liability in respect thereof determined in accordance with GAAP; and (y) the
maximum amount of Indebtedness that Holdings and its Subsidiaries may incur
pursuant to this covenant shall not be deemed to be exceeded, with respect to
any outstanding Indebtedness, due solely to the result of fluctuations in the
exchange rates of currencies.

     4.6  Asset Sales.
          -----------

          Maker will not permit Holdings or any of its Subsidiaries to
consummate an Asset Sale unless (i) Holdings (or the relevant Subsidiary of
Holdings, as the case may be) receives consideration at the time of such Asset
Sale at least equal to the fair market value of the assets or Equity Interests
issued or sold or otherwise disposed of (as determined in good faith by

                                       12

<PAGE>

Holdings' Board of Directors); (ii) at least 75% of the consideration therefor
received by Holdings or such Subsidiary is in the form of cash or Cash
Equivalents; provided that the amount of (a) any liabilities (as shown on
             --------
Holdings' or such Subsidiary's most recent balance sheet) of Holdings or any
such Subsidiary (other than contingent liabilities and liabilities that are by
their terms subordinated to the Notes and the Holdings Notes) that are assumed
by the transferee of any such assets pursuant to a customary novation agreement
that releases Holdings and each of its Subsidiaries from further liability, and
(b) any notes or other obligations received by Holdings or any such Subsidiary
from such transferee that are contemporaneously (subject to ordinary settlement
periods) converted by Holdings or such Subsidiary into cash (to the extent of
the cash received) shall be deemed to be cash for the purposes of this
provision; and (iii) within 365 days after the receipt of any Net Proceeds from
an Asset Sale, Holdings shall apply, or shall cause its Subsidiaries to apply,
such Net Proceeds at its option to any of the following: (1) to permanently
repay Senior Debt; (2) to acquire all or substantially all of the assets of, or
a majority of the Voting Stock of, another Permitted Business, if the Investment
in such Capital Stock is a Permitted Investment; (3) to make a capital
expenditure otherwise permitted hereunder; (4) to acquire other assets that are
used or useful in a Permitted Business; or (5) a combination of any of the
applications described in the preceding clauses (1) through (4). Pending the
final application of any such Net Proceeds, Holdings or its Subsidiaries may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited hereunder. Any Net Proceeds from
Asset Sales that are not applied or invested as provided in the preceding
sentence will constitute Excess Proceeds as of the 366th day after the relevant
Asset Sale or such earlier date as the Board of Directors of Holdings or of the
relevant Subsidiary of Holdings determines not to apply the relevant Net
Proceeds as provided in the preceding sentence (such 366th day or earlier date
(except as provided in the immediately succeeding paragraph) being an "Asset
Sale Offer Trigger Date"). On any Asset Sale Offer Trigger Date, Maker will make
an offer to redeem (an "Asset Sale Offer") on a date (an "Asset Sale Offer
Payment Date") not less than 30 nor more than 45 days following the applicable
Asset Sale Offer Trigger Date from Holders that amount of Notes equal to the
maximum principal amount of the Notes that may be redeemed out of the Excess
Proceeds, at a redemption price (the "Asset Sale Offer Price") equal to 100% of
principal amount plus accrued and unpaid interest, if any, to the date of
purchase; provided, however, that if at any time any non-cash consideration
          --------  -------
received by Holdings or any of its Subsidiaries, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interests received with respect to any such non-cash
consideration), then the cash proceeds of such conversion or disposition (less
expenses or costs of such conversion or disposition) shall be deemed Net
Proceeds received on such date and shall be applied in accordance with this
covenant. On the relevant Asset Sale Offer Payment Date, Maker shall pay, or
shall cause its relevant Subsidiary to pay, in cash to those Holders which have
notified (which notice shall be irrevocable when received) Maker at least one
Business Day prior thereto of their election to require Maker to repurchase
their Notes and tendered such Notes for payment, the lesser of (x) the Excess
Proceeds amount and (y) that amount of Notes so tendered. Automatically upon
such payment and without further action by Maker or any Holder, that principal
amount of the Notes tendered and the interest thereon which can be prepaid with
such payment (at a price equal to 100% of principal amount plus accrued and
unpaid interest, if any, to the date of purchase) shall be deemed paid and
cancelled (if the aggregate principal amount of Notes so tendered by Holders
exceeds the amount of Excess Proceeds, Maker shall prepay such tendered Notes on
a

                                       13

<PAGE>

pro rata basis with and to the extent of such Excess Proceeds). If any Excess
Proceeds remain after consummation of an Asset Sale Offer, Maker may use such
Excess Proceeds for any purpose not otherwise prohibited hereunder. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero. Promptly thereafter, Maker shall execute and deliver to each
Holder which validly tendered Notes in connection with such Asset Sale Offer a
new promissory note (identical in all respects to the Note tendered by such
Holder except for the date of issuance and the principal amount thereof) equal
in principal amount to any unpaid portion of such tendered Note, if any.
Notwithstanding anything herein to the contrary, (A) if any Holder tenders all
or any portion of the Notes pursuant to an Asset Sale Offer, such Holder shall
also tender, in accordance with the provisions of Section 4.6 of the Holdings
Notes, a ratable portion of the Holdings Notes pursuant to the Asset Sale Offer
(under and as defined in the Holdings Notes) which relates to the same Excess
Proceeds, (B) if Holdings is required under the first paragraph (excluding the
ultimate sentence) of Section 4.6 of the Holdings Notes to apply any portion of
Excess Proceeds to prepay Indebtedness under the Holdings Notes, then the
aggregate amount of such Excess Proceeds which are required to be applied to
prepay the Notes pursuant to the preceding sentences of this Section 4.6 may be
reduced by Maker in its sole discretion, so long as Excess Proceeds in an amount
equal to the amount of such reduction are concurrently applied to prepay the
Holdings Notes pursuant to Section 4.6 of the Holdings Notes, and (C) any Asset
Sale Offer Payment Date under the Notes with respect to any Excess Proceeds
shall be the same date as the "Asset Sale Offer Payment Date" under and as
defined in the Holdings Notes with respect to the same Excess Proceeds.

          Notwithstanding the immediately preceding paragraph, Holdings and its
Subsidiaries (A) will be permitted to consummate an Asset Sale without complying
with such paragraph to the extent (i) at least 80% of the consideration for such
Asset Sale constitutes assets described in clauses (2) and (4) of the
immediately preceding paragraph or similar assets (such assets being
"Replacement Assets") and (ii) such Asset Sale is for fair market value;
provided that any consideration not constituting Replacement Assets received by
--------
Holdings or any of its Subsidiaries in connection with any Asset Sale permitted
to be consummated under this paragraph shall constitute Net Proceeds subject to
the provisions of the preceding paragraph; and (B) will not be required, on and
after the Sell-Down Date, to make an Asset Sale Offer until the amount of Excess
Proceeds exceeds $10,000,000, and on and after such Sell-Down Date the term
"Asset Sale Offer Trigger Date" shall mean any date on which Excess Proceeds
exceed such amount.

     4.7  Transactions with Affiliates.
          ----------------------------

     A. Maker will not permit Holdings or any of its Subsidiaries to, directly
or indirectly, enter into, renew, extend or permit to occur any transaction,
series of related transactions or arrangement (including without limitation the
purchase, sale, lease or exchange of any property or assets or the rendering of
any service) with, or for the benefit of, any of its Affiliates involving
aggregate consideration in excess of $250,000 (an "Affiliate Transaction"),
other than (x) Affiliate Transactions permitted under Section 4.7B below and (y)
Affiliate Transactions on terms no less favorable than those that might
reasonably have been obtained in a comparable transaction at such time on an
arm's length basis from a Person that is not an Affiliate of Holdings; provided
                                                                       --------
that if such Affiliate Transaction involves aggregate payments by Holdings and
its Subsidiaries in excess of $1,000,000, Maker shall deliver to Holders either
(x) an

                                       14

<PAGE>

Officer's Certificate certifying that such transaction complies with the
foregoing provisions and has been approved by majority of the Board of Directors
of Holdings or (y) an opinion as to the fairness of such Affiliate Transaction
to Holdings and its Subsidiaries from a financial point of view, issued by an
accounting, appraisal or investment banking firm of national standing.

     B. The foregoing restrictions shall not apply to (i) reasonable
compensation (including but not limited to compensation in the form of equity or
option issuances) paid to officers and employees of Holdings or any Subsidiary
of Holdings, and reasonable indemnity provided on behalf of officers, directors
and employees of Holdings or any Subsidiary of Holdings, as determined in good
faith by Holdings' Board of Directors or senior management; (ii) transactions
exclusively between or among Holdings and any of its Wholly Owned Subsidiaries
or exclusively between or among such Wholly Owned Subsidiaries, provided such
                                                                --------
transactions are not otherwise prohibited by the terms of the Notes; (iii) any
agreement (including without limitation any equity holder agreement,
registration rights agreement or purchase agreement related thereto) as in
effect as of the Initial Issuance Date and disclosed on Schedule I annexed
hereto or any amendment or replacement to any such agreement so long as any such
amendment or replacement agreement is not more disadvantageous to the interests
of Holders in any material respect than the original agreement as in effect on
the Initial Issuance Date; (iv) Restricted Payments otherwise permitted by the
terms of the Notes; (v) payments or loans to employees that are approved by the
Board of Directors of Holdings in good faith and not otherwise prohibited by the
terms of the Notes; (vi) community development quota agreements; and (vii)
transactions permitted by, and complying with, Section 4.3 or 4.13 hereof.

     4.8  Liens.
          -----

          Maker will not permit Holdings or any of its Subsidiaries to, directly
or indirectly, create, incur, assume or suffer to exist any Lien of any kind
securing Indebtedness, Attributable Debt or trade payables on any asset now
owned or hereafter acquired, except Permitted Liens.

     4.9  Conduct of Business.
          -------------------

          Maker will not permit Holdings or any of its Subsidiaries to engage in
any businesses a majority of whose revenues are not derived from the same or
reasonably similar, ancillary or related to, or a reasonable extension,
development or expansion of, the businesses in which Holdings and its
Subsidiaries are engaged on the Initial Issuance Date.

     4.10 Existence.
          ---------

          Maker will cause Holdings and each of its Subsidiaries to at all times
preserve and keep in full force and effect its existence as a corporation,
limited liability company or partnership, as the case may be, and all rights,
licenses and franchises material to its and each of its Subsidiaries'
businesses; provided, however, that neither Holdings nor any of its Subsidiaries
            --------- -------
shall be required to preserve any such right, license or franchise if the Board
of Directors of Holdings or such Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
Holdings or such Subsidiary, as the case may be, and that the loss thereof is
not disadvantageous in any material respect to Holdings, such Subsidiary or

                                       15

<PAGE>

Holders; and provided further, that nothing in this Section shall prohibit any
             -------- -------
transaction permitted under Section 4.13 or under Section 4.13 of the Holdings
Notes.

     4.11 Offer to Redeem Upon Change of Control.
          ---------------------------------------

     A. Upon the occurrence of a Change of Control, Holders will have the right
to require Maker to redeem all or any portion (equal to $1,000 or an integral
multiple thereof) of the Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash (the "Change of Control
Payment") equal to 100% of the aggregate principal amount of the Notes redeemed
plus accrued and unpaid interest thereon, if any, to the date of redemption.
Within 30 days following any Change of Control, Maker will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and offering to redeem the Notes on the date specified in such notice,
which date shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the "Change of Control Payment Date"), pursuant to
the procedures required hereby and described in such notice.

     B. On the relevant Change of Control Payment Date, Maker will, to the
extent lawful, pay to those Holders which have notified (which notice shall be
irrevocable when received) Maker at least two Business Days prior thereto of
their election to require Maker to redeem their Notes and tendered such Notes
for payment, the Change of Control Payment with respect to that amount of Notes
so tendered. Automatically upon such payment and without further action by Maker
or any Holder, that principal amount of the Notes tendered and the interest
thereon shall be deemed paid and cancelled. Promptly thereafter, Maker shall
execute and deliver to each Holder which validly tendered Notes in connection
with such Change of Control Offer a new promissory note (identical in all
respects to the Note tendered by such Holder except for the date of issuance and
the principal amount thereof) equal in principal amount to any untendered
portion of such Notes, if any portion of such Notes was specified as untendered
by such Holder.

          Prior to the mailing of any notice required under this Section 4.11;
but in any event within 90 days following any Change of Control, Maker will, or
will cause its Subsidiaries to, either repay all outstanding Senior Debt or
obtain the requisite consents, if any, under all agreements governing
outstanding Senior Debt to permit the redemption of the Notes as provided above
in this Section 4.11. Maker will first comply with this covenant before it will
be required to redeem any of the Notes pursuant to the provisions described
herein. Maker's failure to comply with the immediately preceding sentence shall
constitute an Event of Default described in Section 5.3 and not Section 5.2.

     C. Notwithstanding anything to the contrary in this Section 4.11, Maker
will not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.11
and redeems (in accordance with, and subject to the limitations contained in,
this Section 4.11) those Notes validly tendered for redemption pursuant to such
Change of Control Offer.

     D. If any Holder tenders all or any portion of the Notes pursuant to a
Change of Control Offer, such Holder shall also tender, in accordance with the
provisions of Section 4.11 of

                                       16

<PAGE>

the Holdings Notes, a ratable portion of the Holdings Notes pursuant to any
concurrent Change of Control Offer under and as defined in the Holdings Notes.
Notwithstanding anything herein to the contrary, any Change of Control Payment
Date under the Notes with respect to any Change of Control shall be the same
date as the "Change of Control Payment Date" under and as defined in the
Holdings Notes with respect to such Change of Control.

     4.12 No Senior Subordinated Debt.
          ----------------------------

          Maker will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is expressly subordinate or junior in
right of payment to any Senior Debt of Maker and expressly senior in any respect
in right of payment to the Notes.

     4.13 Merger, Consolidation or Sale of Assets.
          ----------------------------------------

          Maker will not consolidate or merge with or into (whether or not Maker
is the surviving Person), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets in one or more
related transactions, to another corporation, Person or entity unless (i) Maker
is the surviving Person or the Person formed by or surviving any such
consolidation or merger (if other than Maker) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made is a
corporation, limited liability company or partnership organized or existing
under the laws of the United States, any state thereof or the District of
Columbia; (ii) the Person formed by or surviving any such consolidation or
merger (if other than Maker) or the Person to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made assumes
all the obligations of Maker under the Notes; (iii) immediately after such
transaction no Default or Event of Default exists; and (iv) immediately after
such transaction on a pro forma basis, Maker or the resulting surviving or
transferee Person could incur at least $1.00 of Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 4.5. Nothing in this
Section shall prohibit Maker from contributing or otherwise transferring all or
substantially all of its operating assets to Company without Company's
assumption of any of the obligations of Maker under the Notes.

     4.14 Successor Person Substituted.
          -----------------------------

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of Maker in accordance with the first sentence of Section 4.13 hereof, the
successor Person formed by such consolidation or into or with which Maker is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Note referring to "Maker" shall refer
instead to the successor Person and not to Maker), and may exercise every right
and power of Maker under the Notes with the same effect as if such successor
Person had been named as Maker herein; provided, however, that the predecessor
                                       --------  -------
Maker shall not be relieved from its obligation to pay the Obligations under
this Note except in the case of a sale of all of Maker's assets that meets the
requirements of the first sentence of Section 4.13.

                                       17

<PAGE>

     4.15 Capital Expenditures.
          ---------------------

          Prior to the Sell-Down Date, (i) Maker will not permit Holdings or any
of its Subsidiaries to make or incur Consolidated Capital Expenditures other
than (a) Consolidated Capital Expenditures made or incurred in the ordinary
course of business and (b) Consolidated Capital Expenditures (x) of a nature
substantially consistent with the nature of capital expenditures made or
incurred by the businesses acquired pursuant to the Transaction Agreement, as
such businesses were conducted on or prior to the Initial Issuance Date, or (y)
otherwise necessary for the proper conduct of the businesses of Holdings and its
Subsidiaries, and (ii) Maker will not permit Holdings or any of its Subsidiaries
to loan, advance or contribute to, or make Consolidated Capital Expenditures on
behalf of, Frionor in an aggregate amount greater than $2,000,000 in any fiscal
year of Holdings and its Subsidiaries (such amount being the "Permitted Frionor
Expenditures Amount" with respect to any such fiscal year); provided, however,
                                                            --------  -------
that the Permitted Frionor Expenditures Amount with respect to any such fiscal
year shall be increased by an amount (not exceeding $1,000,000) equal to the
unused portion of the Permitted Frionor Expenditures Amount from the immediately
preceding fiscal year.

     4.16 Additional Collateral.
          ----------------------

          A. Promptly after the payment in full of all Obligations with respect
to the Senior Bank Credit Agreement (including any refinancings thereof) and the
termination of all commitments to lend thereunder, if the Sell-Down Date shall
not have occurred Maker will cause Holdings and each of its Subsidiaries to
promptly execute such guarantees or other agreements, documents and instruments
as shall be mutually acceptable to Maker and Majority Holders, and to take all
such further actions as may be necessary or, in the reasonable opinion of
Majority Holders, desirable to create in favor of Holders a valid and perfected
first priority Lien on all of the Equity Interests of each Subsidiary of
Holdings (other than Equity interests of foreign Subsidiaries of Holdings to the
extent such Lien would result in material adverse tax consequences to Holdings
or any of its Subsidiaries) which are held by Holdings or any of its
Subsidiaries to secure the Obligations of Maker with respect to the Notes.

          B. Prior to the Sell-Down Date, Maker shall, upon reasonable request
of Majority Holders, exercise commercially reasonable efforts to (i) identify,
and obtain Liens in favor of Holders on, other unencumbered material assets of
Holdings and its Subsidiaries, pursuant to arrangements and agreements mutually
acceptable to Maker and Majority Holders and (ii) obtain the cooperation of
other persons whose cooperation is necessary and/or desirable in obtaining such
Liens.

          C. Notwithstanding anything to the contrary contained in the Notes or
the Security Documents, (i) Maker shall not be required under this Section 4.16
to grant (or to cause Holdings or any of its Subsidiaries to grant) to any
Holder or to the Holders a security interest in Equity Interests of any
Subsidiary of Holdings or in any other assets of Holdings or any of its
Subsidiaries if and to the extent that the granting of such security interest
would, in the reasonable opinion of Maker, cause Holdings or any of its
Subsidiaries to lose its status as a Person eligible to own a vessel with a
fishery endorsement (any such Person being an "Eligible Person") under the
standards of subsections 12102(a) and 12102(c)(l) and (2) of title 46 of the

                                       18

<PAGE>

United States Code (as amended by the American Fisheries Act) and any
regulations thereunder or relevant thereto, all as effective on or after October
1, 2001 (whether the date of determination is before or after such date), or
under any analogous provisions of any successor statutes or regulations, and
(ii) if and to the extent that there is, at any time after the Initial Issuance
Date, a final determination by the United States Maritime Administration or by
any other responsible governmental authority that a Lien on any asset (including
without limitation Equity Interests of any Subsidiary of Holdings) or a right of
any Holder or Holders that shall, in either case, have been granted under any
Security Document or (solely in the case of a right to obtain a Lien) under the
Notes would cause Holdings or any of its Subsidiaries to lose its status as an
Eligible Person, such Lien or the grant of such right, as the case may be, shall
automatically and immediately be null and void ab initio, and of no force and
effect whatsoever; provided that, in such event, Maker and Holders shall
                   --------
negotiate in good faith to amend the relevant Security Documents to effectuate
(in a manner consistent with such determination) the purposes of such Security
Documents.

SECTION 5. EVENTS OF DEFAULT

     If any of the following conditions or events ("Events of Default") shall
occur:

     5.1  Failure to Make Interest Payments When Due.
          -------------------------------------------

          Failure to pay interest on any of the Notes when the same becomes due
and payable if the default continues for a period of thirty (30) days, whether
or not such payment shall be prohibited by Section 7 hereof; or

     5.2  Failure to Make Principal or Premium Payments When Due.
          -------------------------------------------------------

          Failure to pay the principal of or any premium on any of the Notes
when such principal or premium becomes due and payable, at maturity, upon
redemption or otherwise (including without limitation the failure to make a
payment to redeem Notes tendered pursuant to a Change of Control Offer or Asset
Sale Offer), whether or not such payment shall be prohibited by Section 7
hereof; or

     5.3  Other Defaults Under Loan Documents; Breach of Warranty.
          --------------------------------------------------------

          A default in the observance or performance of any other covenant or
agreement contained herein if the default continues for a period of 30 days
after Maker receives written notice specifying the default (and demanding that
such default be remedied) from any Holder or Holders; or

     5.4  Default in Other Agreements.
          ----------------------------

          Failure to pay at final stated maturity (giving effect to any
extensions thereof) the principal amount of any Indebtedness of Holdings or any
of its Subsidiaries or the acceleration of the maturity of any such
Indebtedness, if the aggregate principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal at final maturity or which has been accelerated, aggregates
$10,000,000 or more at any

                                       19

<PAGE>

time; or an "Event of Default" under and as defined in the Holdings Notes shall
occur and be continuing; or

     5.5  Judgments and Attachments.
          --------------------------

          One or more judgments in an aggregate amount in excess of $10,000,000
shall have been rendered against Holdings or any of its Significant Subsidiaries
and such judgments remain undischarged, unpaid or unstayed for a period of 60
days after such judgment or judgments become final and non-appealable; or

     5.6  Voluntary Bankruptcy; Appointment of Receiver, etc.
          ---------------------------------------------------

          Holdings or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

          (i) commences a voluntary case;

          (ii} consents to the entry of an order for relief against it in an
     involuntary case;

          (iii) consents to the appointment of a custodian of it for all or
     substantially all of its property,

          (iv) makes a general assignment for the benefit of its creditor; or

          (v) generally is not paying its debts as they become due; or

     5.7  Involuntary Bankruptcy; Appointment of Receiver, etc.
          -----------------------------------------------------

          A court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against Holdings or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary in an involuntary case;

          (ii) appoints a custodian of Holdings or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary or for all or substantially all of the
     property of Holdings or any of its Significant Subsidiaries or any group of
     Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary; or

          (iii) orders the liquidation of Holdings or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary, and the order or decree remains
     unstayed and in effect for 60 consecutive days; or

                                       20

<PAGE>

     5.8  Repudiation of Obligations.
          ---------------------------

          At any time after the execution and delivery thereof, Maker shall
contest the validity or enforceability of the Notes in writing or deny in
writing that it has any further liability under the Notes:

THEN (i) upon the occurrence of any Event of Default described in Section 5.6 or
5.7, this Note shall automatically become immediately due and payable, and (ii)
upon the occurrence and during the continuation of any other Event of Default,
Majority Holders may declare all or any ratable portion of the Notes to be, and
the same shall forthwith become, immediately due and payable. If all or any
portion of the Notes shall be declared to be immediately due and payable because
an Event of Default has occurred and is continuing as a result of the
acceleration of the maturity of Indebtedness as described in Section 5.4, the
declaration that all or any portion of the Notes be immediately due and payable
pursuant to clause (ii) above shall be automatically annulled if the holders of
such Indebtedness described in Section 5.4 have rescinded the declaration of
acceleration in respect of such Indebtedness within 45 days of the date of such
acceleration and if (x) the annulment of the acceleration of this Note would not
conflict with any judgment or decree of a court of competent jurisdiction and
(y) all existing Events of Default except non-payment of principal or interest
on the Notes that became due solely because of the acceleration of the Notes,
have been cured or waived.

          Majority Holders may waive any existing Default or any Event of
Default and its consequence under the Notes, except a continuing Default or
Event of Default in the payment of interest or premium on, or principal of,
this Note.

SECTION 6. DEFINITIONS

          The following terms used in this Note shall have the following
meanings (and any of such terms may, unless the context otherwise requires, be
used in the singular or the plural depending on the reference):

          "Acquired Debt" means, with respect to any specified Person,
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person, and Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement, or otherwise; provided that beneficial ownership of 10 % or more of
                         --------
the Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

                                       21

<PAGE>

          "American Fisheries Act" means the American Fisheries Act, Title II of
Division C of P.L. 105-277 (Oct. 21, 1998), or any successors or supplements
thereto, as amended from time to time.

          "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer by Holdings or any of its
Subsidiaries to any Person other than Holdings or a Subsidiary of Holdings of
(a) any Equity Interests of any Subsidiary of Holdings or (b) any other property
or assets of Holdings or any Subsidiary of Holdings other than in the ordinary
course of business (including without limitation sales of inventory in the
ordinary course of business); provided, however, that Asset Sales shall not
                              --------  -------
include (i) a transaction or series of related transactions involving Equity
Interests, property or assets having an aggregate fair market value of less than
$1,000,000, (ii) the sale, lease, conveyance, disposition or other transfer of
all or substantially all of the assets of Maker as permitted by Section 4.13
hereof or any disposition that constitutes a Change of Control, (iii) the sale
or discount, in each case without recourse, of accounts receivable arising in
the ordinary course of business, but only in connection with the compromise or
collection thereof, (iv) the factoring of accounts receivable arising in the
ordinary course of business pursuant to arrangements customary in the industry,
(v) the licensing of intellectual property, (vi) disposals or replacements of
obsolete, uneconomical, negligible, worn out, used or surplus property in the
ordinary course of business, (vii) the sale, lease, conveyance, disposition or
other transfer by Holdings or any Subsidiary of Holdings of assets or property
to one or more Subsidiaries of Maker in connection with Investments permitted by
Section 4.3 hereof, and (viii) any transaction not constituting an "Asset Sale"
under and as defined in the Holdings Notes.

          "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

          "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy", as now and hereafter in effect, or any successor statute.

          "Bankruptcy Law" means the Bankruptcy Code or any similar foreign,
federal or state law for the relief of debtors.

          "Board of Directors" means (i) with respect to any corporation, the
board of directors of such corporation, and (ii) with respect to any limited
liability company, the board of directors of its managing member.

          "Business Day" means any day other than a Saturday, Sunday or legal
holiday under the laws of the State of New York or any other day on which
banking institutions located in such state are authorized or required by law or
other governmental action to close.

                                       22

<PAGE>

          "Capital Lease" as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, would be required to be accounted for as a capital lease
on the balance sheet of that Person.

          "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a Capital Lease
that would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

          "Capital Stock" means (i) in the case of a corporation, corporate
stock; (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

          "Cash Equivalents" means (i) United States dollars; (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full
                                                     --------
faith and credit of the United States is pledged in support thereof) having
maturities of not more than one year from the date of acquisition; (iii)
certificates of deposit and eurodollar time deposits with maturities of one year
or less from the date of acquisition, bankers' acceptances with maturities not
exceeding one year and overnight bank deposits, in each case, with any domestic
commercial bank having combined capital and surplus and undivided profits in
excess of $100,000,000; (iv) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in clauses (ii) and
(iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above; (v) commercial paper having a
credit rating of at least P-2 from Moody's Investors Services, Inc. or a credit
rating of at least A-2 from Standard & Poor's Ratings Group and in each case
maturing within one year after the date of acquisition; and (vi) money market or
mutual funds substantially all of the assets of which constitute Cash
Equivalents of the kinds described in clauses (i) through (v) of this
definition.

          "Centre Entities" means, collectively, ASC Management, Inc., a
Delaware corporation; Centre Capital Investors III, L.P.; Centre Capital
Individual Investors III, L.P.; Centre Capital Tax-Exempt Investors III, L.P.;
Centre Capital Offshore Investors III, L.P.; Centre Capital Partners
Coinvestments III, L.P.; Coastal Villages Pollock LLC; SF Partners XXIV, LLC;
Bernt O. Bodal; Jeffrey W. Davis; Michael J. Hyde; Hallvard Muri; Amy Wallace;
and Inge Andreassen.

          "Change of Control" means the occurrence of any of the following: (i)
any Person or group of related Persons for purposes of Section 13(d) of the
Exchange Act (a "Group") (other than the Centre Entities) shall become the
owner, directly or indirectly, beneficially or of record, of Equity Interests of
Holdings representing more than 35% (on a fully diluted basis) of the aggregate
ordinary voting power represented by all of the issued and outstanding Equity
Interests of Holdings; or (ii) a majority of seats (other than vacant seats) on
the Board of Directors of Holdings cease to be occupied by Persons who either
(a) were members of such Board of Directors on the Initial Issuance Date (after
giving effect to the Transactions) or (b) were nominated for election by such
Board of Directors, a majority of whom

                                       23

<PAGE>

were members of such Board of Directors on the Initial Issuance Date (after
giving effect to the Transactions) or whose election or nomination for election
was previously so approved; or (iii) the Centre Entities shall own, directly or
indirectly, beneficially or of record, Equity Interests of Holdings in the
aggregate representing a lesser percentage (on a fully diluted basis) of the
aggregate ordinary voting power represented by all of the issued and outstanding
Equity Interests of Holdings than any other holder of such Equity Interests,
including any Group; or (iv) the Centre Entities shall own, directly or
indirectly, beneficially or of record, Equity Interests of Holdings in the
aggregate representing less than 25% (on a fully diluted basis) of the aggregate
ordinary voting power represented by all of the issued and outstanding Equity
Interests of Holdings.

          "Company" means American Seafoods Group LLC, a Delaware limited
liability company.

          "Consolidated Capital Expenditures" means, for any period, the
aggregate of all expenditures (whether paid in cash or other consideration or
accrued as a liability and including without limitation that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Holdings and
its Subsidiaries) by Holdings and its Subsidiaries during that period that,
determined in conformity with GAAP, are included in "purchases of property,
plant or equipment" or comparable items reflected in the consolidated statement
of cash flows of Holdings and its Subsidiaries.

          "Consolidated Cash Flow" means, with respect to any Person for any
period, (i) the Consolidated Net Income of such Person and its Subsidiaries for
such period plus, in each case to the extent deducted in computing such
            ----
Consolidated Net Income, (ii) an amount equal to any extraordinary loss plus any
net loss realized in connection with an Asset Sale, plus (iii) provision for
                                                    ----
taxes based on income or profits of such Person and its Subsidiaries for such
period, plus (iv) consolidated interest expense of such Person and its
        ----
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including without limitation amortization of debt issuance costs
and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net payments,
if any, pursuant to Hedging Obligations), plus (v) depreciation, amortization
                                          ----
(including without limitation amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior
period) and other non-cash expenses (excluding any such non-cash expense to the
extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Subsidiaries for such period plus (vi) other
                                                            ----
non-recurring expenses incurred in connection with the Transactions which are
paid within one year after consummation of the Transactions, minus (vii)
                                                             -----
non-cash items increasing such Consolidated Net Income for such period, other
than items that were accrued in the ordinary course of business, in each case on
a consolidated basis and determined in accordance with GAAP.

          "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a

                                       24

<PAGE>

consolidated basis, determined in accordance with GAAP; provided that (i) the
                                                        --------
Net Income (or loss) of any Person that is not a Wholly Owned Subsidiary of such
specified Person or that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or distributions
paid in cash to the specified Person or a Wholly Owned Subsidiary thereof; (ii)
the Net Income of any Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Subsidiary
of that Net Income is not at the date of determination permitted without any
prior governmental approval (that has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary or its equity holders; (iii) the Net Income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition shall be excluded; and (iv) the cumulative effect
of a change in accounting principles shall be excluded.

          "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

          "Designated Senior Debt" means (i) any Indebtedness outstanding under
the Senior Bank Credit Agreement or under Hedging Obligations otherwise
permitted hereunder, entered into by Holdings or any of its Subsidiaries with
lenders (or affiliates of such lenders) under, and in respect of Indebtedness
under, the Senior Bank Credit Agreement, and (ii) after payment in full of all
Indebtedness outstanding under the Senior Bank Credit Agreement and the
termination of all commitments to lend thereunder, any other Senior Debt
permitted hereunder the principal amount of which is $25,000,000 or more and
that has been designated by Holdings as "Designated Senior Debt."

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require Holdings to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
neither Holdings nor any Subsidiary of Holdings may repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.3 of this Note.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Event of Default" means any of the events set forth in Section 5.

          "Excess Cash Flow" has the meaning assigned to that term or its
equivalent term in the Senior Bank Credit Agreement.

                                       25

<PAGE>

          "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

          "Existing Indebtedness" means Indebtedness of Holdings and its
Subsidiaries in existence on the Initial Issuance Date, until such amounts are
repaid.

          "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of (x) the Consolidated Cash Flow of such
Person and its Subsidiaries for such period to (y) the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its
Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness (other than
revolving credit borrowings) or issues or redeems preferred Capital Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred Capital Stock, as if the same had occurred
at the beginning of the applicable four-quarter reference period. In addition,
for purposes of calculating the Fixed Charge Coverage Ratio (i) acquisitions
that have been made by the specified Person or any of its Subsidiaries,
including without limitation through mergers or consolidations and including
without limitation any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated without giving effect to clause (iii) of the proviso
set forth in the definition of Consolidated Net Income; (ii) the Consolidated
Cash Flow attributable to discontinued operations, as determined in accordance
with GAAP, and operations or businesses disposed of prior to the Calculation
Date, shall be excluded; and (iii) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the specified Person or any of its Subsidiaries following
the Calculation Date.

          "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of (i) the consolidated interest expense of such
Person and its Subsidiaries for such period, whether paid or accrued, including
without limitation amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments, if any, pursuant
to Hedging Obligations; plus (ii) the consolidated interest of such Person and
                        ----
its Subsidiaries that was capitalized during such period.

          "Frionor" means American Seafoods International LLC and its
Subsidiaries.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards

                                       26

<PAGE>

Board or in such other statements by such other entity as have been approved by
a significant segment of the accounting profession, which are in effect, from
time to time.

          "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including without limitation by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

          "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates, and (ii) foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect such Person against
fluctuations in currency values.

          "Holder" or "Holders" means, at any time, those holders of Notes then
registered as holders in the Register.

          "Holdings" means American Seafoods Holdings LLC, a Delaware limited
liability company, and any successors thereto permitted hereunder.

          "Holdings Guaranty" means the guaranty agreement entered into by
Holdings as of the Initial Issuance Date, as such guaranty agreement may be
amended, supplemented or otherwise modified from time to time.

          "Holdings Noteholder" means any "Holder" as defined in the Holdings
Notes.

          "Holdings Notes" means, collectively, (i) the original promissory note
in the initial principal amount of $45,000,000 issued by Holdings to Norway
pursuant to the Transaction Agreement on the Initial Issuance Date, and (ii) any
other promissory notes issued by Maker pursuant to the provisions of any
promissory note referred to in clause (i) or this clause (ii), in each case as
such promissory notes may be amended, supplemented or otherwise modified from
time to time.

          "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all Indebtedness of others secured
by a Lien on any asset of such Person (whether or not such Indebtedness is
assumed by such Person) and, to the extent not otherwise included, the
Guarantee by such Person of any indebtedness of any other Person. The amount of
any Indebtedness outstanding as of any date shall be (i) the accreted value
thereof, in the case of any Indebtedness issued with original issue discount,
and (ii) the principal amount thereof, together

                                       27

<PAGE>

with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

          "Initial Issuance Date" means January 28, 2000.

          "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including without limitation Affiliates) in the
forms of direct or indirect loans (including without limitation guarantees of
Indebtedness or other obligations, advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet of such Person
prepared in accordance with GAAP. If Holdings or any Subsidiary of Holdings
sells or otherwise disposes of any Equity Interests of any direct or indirect
Subsidiary of Holdings such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of Holdings, Holdings shall
be deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of Section 4.3.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including without limitation any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction.

          "Majority Holders" means, at any time, Holders who are reflected in
the Register as holding more than 50% in aggregate principal amount of the Notes
then outstanding.

          "Material Adverse Effect" means (i) a material adverse effect upon the
business, operations, properties, assets or condition (financial or otherwise)
of Holdings and its Subsidiaries, taken as a whole, or (ii) the material
impairment of the ability of Maker to perform, or of Holders to enforce, any
material Obligations with respect to the Notes.

          "Maturity Date" means January 28, 2010.

          "Net Income" means, with respect to any Person, the net income (loss)
of such Person and its Subsidiaries, determined in accordance with GAAP and
before any reduction in respect of dividends or similar distributions on
preferred Capital Stock, excluding, however (i) any gain (but not loss),
                         ---------  -------
together with any related provision for taxes on such gain (but not loss),
realized in connection with (a) any Asset Sale or (b) the disposition of any
securities by such Person or any of its Subsidiaries or the extinguishment of
any Indebtedness of such Person or any of its Subsidiaries; and (ii) any
extraordinary gain (but not loss), together with any related provision for taxes
on such extraordinary gain (but not loss).

          "Net Proceeds" means the aggregate cash proceeds received by Holdings
or any of its Subsidiaries in respect of any Asset Sale (including without
limitation any cash received

                                       28

<PAGE>

upon the sale or other disposition of any non-cash consideration received in any
Asset Sale), net of the direct costs relating to such Asset Sale, including
without limitation legal, accounting and investment banking fees, sales
commissions, any relocation expenses incurred as a result thereof, taxes paid or
payable as a result thereof, in each case after taking into account any
available tax credits or deductions and any tax sharing arrangements and amounts
required to be applied to the repayment of Indebtedness, other than Senior Debt,
secured by a Lien on the asset or assets that were the subject of such Asset
Sale.

          "Note" means this Senior Subordinated Promissory Note Due January 28,
2010, as it may be amended, supplemented or otherwise modified from time to
time, and "Notes" means, collectively, (i) this Note, (ii) if this Note is not
the original promissory note in the initial principal amount of $50,000,000
issued by Maker to Norway pursuant to the Transaction Agreement on the Initial
Issuance Date, such original promissory note, as amended, supplemented or
otherwise modified from time to time, and (iii) any other promissory notes
issued by Maker pursuant to the provisions of this Note or any other Note, as
such promissory notes may be amended, supplemented or otherwise modified from
time to time.

          "Obligations" means any principal, interest, penalties, fees,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

          "Officer's Certificate" means, as applied to any corporation or
limited liability company, a certificate executed on behalf of such Person by a
Responsible Officer of such Person.

          "Parent" means, with respect to any specified Person, a Person holding
a majority of the outstanding Equity Interests of such specified Person.

          "Permitted Business" means any business that derives a majority of its
revenues from activities that are reasonably similar, ancillary or related to,
or a reasonable extension, development or expansion of, the businesses in which
Holdings and its Subsidiaries are engaged on the Initial Issuance Date.

          "Permitted Investments" means (i) any Investment in Holdings or in a
Wholly Owned Subsidiary of Holdings; (ii) any Investment in cash or Cash
Equivalents; (iii) any Investment by Holdings or any Subsidiary of Holdings in a
Person, if as a result of such Investment, such Person becomes a Subsidiary of
Holdings, or such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
Holdings or a Subsidiary of Holdings; (iv) any non-cash consideration received
from an Asset Sale that was made pursuant to and in compliance with Section 4.6;
(v) any acquisition of assets solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of Holdings; (vi) Investments existing
on the Initial Issuance Date; (vii) loans and advances to employees and officers
of Holdings and its Subsidiaries to acquire Equity Interests in the Parent of
Holdings, provided that the aggregate principal amount of such loans or advances
          --------
made on or after the Initial Issuance Date shall not exceed $5,500,000 unless
consented to by Majority Holders; (viii) accounts receivable created or acquired
in the ordinary course of business; (ix) Hedging Obligations entered into in the
ordinary course of Holdings' and its Subsidiaries' businesses and otherwise in
compliance with the terms hereof; (x) Investments

                                       29

<PAGE>

in securities of trade creditors or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers; (xi) guarantees by Holdings and its Subsidiaries
of Indebtedness otherwise permitted to be incurred by Subsidiaries of Holdings
hereunder; (xii) extensions of trade credit by Holdings or any of its
Subsidiaries in the ordinary course of business; (xiii) other Investments in any
Person having an aggregate fair market value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value),
taken together with all other Investments made pursuant to this clause (xiii)
since the Initial Issuance Date, not to exceed l0% of Total Assets; provided,
                                                                    --------
however, that prior to the Sell-Down Date, the aggregate amount of Investments
-------
(measured on the date each such Investment was made and without giving effect to
subsequent changes in value) permitted under clauses (iii), (v) and (xiii) of
this definition shall not exceed $5,000,000 during any fiscal year of Holdings
unless otherwise consented to by Majority Holders; and (xiv) the contribution or
other transfer of all or substantially all of American Seafood Company's
operating assets to Company following the Post Closing ASC Merger.

          "Permitted Junior Securities" means Equity Interests in Holdings or
debt securities that are unsecured and are subordinated to all Senior Debt (and
any debt securities issued in exchange for Senior Debt) to substantially the
same extent as, or to a greater extent than, the Notes are subordinated to
Senior Debt pursuant to Section 7 hereof. Without limiting the generality of the
foregoing, such securities shall have no required principal payments until after
the final maturity of all Senior Debt.

          "Permitted Liens" means (i) Liens on the assets of Holdings and any
Subsidiary securing Indebtedness and other Obligations under Senior Debt
permitted to be incurred hereunder; (ii) Liens securing Indebtedness incurred to
refinance Indebtedness that was secured by a Lien permitted hereunder, so long
as such refinancing Indebtedness was permitted to be incurred hereunder,
provided that such Liens do not extend to or cover any property or assets of
--------
Holdings or any of its Subsidiaries not securing the Indebtedness so refinanced;
(iii) Liens in favor of Holdings or any Subsidiary of Holdings; (iv) Liens on
property of a Person existing at the time such Person is merged with or into or
consolidated with Holdings or any Subsidiary of Holdings; provided that such
                                                          --------
Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with Holdings or such Subsidiary; (v) Liens on
property existing at the time of acquisition thereof by Holdings or any
Subsidiary of Holdings, provided that such Liens were in existence prior to the
                        --------
contemplation of such acquisition; (vi) Liens incurred or deposits made to
secure the performance of statutory obligations (including without limitation
statutory Liens of landlords, statutory Liens and rights of set-off, revocation,
refund or charge back under deposit arrangements or under the UCC of banks or
other financial institutions where Holdings and its Subsidiaries maintain
deposits), statutory Liens of carriers, warehousemen, mechanics, repairmen,
workmen and materialmen, surety or appeal bonds, performance bonds, workers'
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, other Liens imposed by law or other
obligations of a like nature, in each case incurred in the ordinary course of
business; (vii) Liens to secure Indebtedness (including without limitation
Capital Lease Obligations) permitted by clause (viii) of the first paragraph of
Section 4.5 covering only the assets acquired with such Indebtedness; (viii)
Liens existing on the Initial Issuance Date; (ix) Liens for taxes, assessments
or governmental charges or claims the

                                       30

<PAGE>

payment of which is not, at the time, required by Section 4.2; (x) Liens
securing reimbursement obligations with respect to commercial letters of credit
which encumber documents and other property relating to such letters of credit
and products and proceeds thereof; (xi) Liens upon specific items of inventory
or other goods and proceeds of any Person securing such Person's obligations in
respect of bankers' acceptances issued or created for the account of such Person
to facilitate the purchase, shipment or storage of such inventory or other
goods; (xii) any attachment or judgment Lien not constituting an Event of
Default hereunder, and Liens for damages arising from a maritime tort; (xiii)
easements, rights-of-way; restrictions, encroachments, and other defects or
irregularities in title, in each case which do not and will not interfere in any
material respect with the ordinary conduct of the businesses of Holdings or any
of its Subsidiaries; (xiv) any (a) interest or title of a lessor or sublessor
under any lease permitted hereunder, (b) restriction or encumbrance that the
interest or title of such lessor or sublessor may be subject to, or (c)
subordination of the interest of the lessee or sublessee under such lease to any
restriction or encumbrance referred to in the preceding clause (b), so long as
the holder of such restriction or encumbrance agrees to recognize the rights of
such lessee or sublessee under such lease; (xv) Liens arising from filing UCC
financing statements relating solely to leases permitted hereunder; (xvi) Liens
in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods; (xvii)
any zoning or similar law or right reserved to or vested in any governmental
office or agency to control or regulate the use of any real property; (xviii)
Liens securing obligations (other than obligations representing Indebtedness for
borrowed money) under operating, reciprocal easement or similar agreements
entered into in the ordinary course of business of Holdings and its
Subsidiaries; (xix) licenses of patents, trademarks and other intellectual
property rights granted by Holdings or any of its Subsidiaries in the ordinary
course of business and not interfering in any material respect with the ordinary
conduct of the business of Holdings or such Subsidiary; (xx) Liens for crew
wages (including without limitation wages of the master of a vessel) and general
average or salvage; (xxi) fishermen's liens for sales of fish to Holdings or any
of its Subsidiaries imposed by applicable laws, and Liens for necessaries
provided to a vessel; (xxii) Liens for obligations that are covered (other than
for insurance deductible or franchise clauses, or self-insured retainages) by
insurance maintained with reputable insurers; (xxiii) Liens incurred with
respect to obligations that do not exceed (x) $3,000,000 outstanding at any time
prior to the Sell-Down Date, unless otherwise consented to by Majority Holders,
or (y) $10,000,000 outstanding at any time on or after the Sell-Down Date;
(xxiv) Liens on the Equity Interests of any Subsidiary of Holdings securing
Indebtedness and other Obligations under the Notes, the Holdings Guaranty or the
Holdings Notes; (xxv) Liens arising by operation of law in the ordinary course
of business in operating, maintaining or repairing a vessel; (xxvi) Liens
described in Section 1.1P(i) of the Disclosure Schedule to the Transaction
Agreement; and (xxvii) leases or subleases granted to others not interfering in
any material respect with the ordinary conduct of the businesses of Holdings and
its Subsidiaries.

          "Permitted Refinancing Indebtedness" means any Indebtedness of
Holdings or any of its Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defense or refund other
Indebtedness of Holdings or any of its Subsidiaries (other than intercompany
Indebtedness); provided that (i) the principal amount (or accreted value, if
               --------
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus accrued interest
on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus the amount of reasonable

                                       31

<PAGE>

expenses incurred in connection therewith); (ii) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinate in right of payment to this Note, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, this Note on terms at least as
favorable to Holders as those contained in the documentation governing the
Indebtness being extended, refinanced, renewed, replaced, defeased or refunded;
(iv) if the Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded ranks pari passu in right of payment with this Note, such Permitted
Refinancing Indebtedness has a final maturity date on or later than the final
maturity date of, and is subordinated or pari passu in right of payment to, this
Note on terms at least as favorable to Holders as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and (v) such Indebtedness is incurred either by
Holdings or by the Subsidiary of Holdings who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.

          "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, bank, trust or other
enterprise, whether or not a legal entity, or any government or political
subdivision or any agency, department or instrumentality thereof.

          "Pledge Agreement" means the Subordinate Pledge Agreement entered into
by Holdings and Norway as of the Initial Issuance Date, as such pledge agreement
may be amended, supplemented or otherwise modified from time to time.

          "Public Equity Offering" means any underwritten public offering of
common stock of a corporation the proceeds of which are contributed to or
received by Holdings.

          "Restricted Investment" means an Investment other than a Permitted
Investment.

          "Register" has the meaning assigned to that term in Section 8(o).

          "Representative" means the indenture trustee or other trustee, agent
or representative for any Senior Debt.

          "Responsible Officer" means, as applied to any corporation or limited
liability company, a certificate executed on behalf of such corporation or
limited liability company by its chairman of the board (if an officer), its
president, one of its vice presidents, its chief financial officer, its
treasurer or assistant treasurer or its secretary or assistant secretary.

          "Restricted Investment" means an Investment other than a Permitted
Investment.

          "SEC" means the U.S. Securities and Exchange Commission.

                                       32

<PAGE>

          "Security Documents" means, collectively, (i) the Pledge Agreement and
(ii) upon and after payment in full of all Obligations with respect to the
Senior Bank Credit Agreement and the termination of all commitments to lend
thereunder, any agreement, documents and instruments entered into in accordance
with Section 4.16A.

          "Sell-Down Date" means the earliest date on which all of the Notes
with respect to which Norway or any of its Affiliates is a Holder represent less
than a majority of the aggregate outstanding principal amount of the Notes.

          "Senior Bank Credit Agreement" means that credit agreement dated as of
the Initial Issuance Date by and among certain of Holdings' Subsidiaries and
certain financial institutions initially providing for up to $310,000,000 of
revolving and term credit borrowings, together with any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, in each case as amended, amended and restated, refinanced,
renewed, refunded, replaced, restructured (including without limitation to
increase the amount of available borrowing thereunder), supplemented or
otherwise modified from time to time.

          "Senior Debt" means (i) all Indebtedness of Holdings or any Subsidiary
of Holdings outstanding under the Senior Bank Credit Agreement and all Hedging
Obligations with respect thereto, (ii) any other Indebtedness permitted to be
incurred by Holdings under the terms hereof, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to this Note and the Holdings Notes, and (iii)
all Obligations with respect to the foregoing. Notwithstanding anything in this
definition to the contrary, Senior Debt will not include (w) any liability for
federal, state, local or other taxes owed or owing by Holdings, (x) any
Indebtedness of Holdings to any of its Subsidiaries or other Affiliates, (y) any
trade payables or (z) any Indebtedness that is incurred in violation of any of
the provisions of this Note.

          "Significant Subsidiary" means any Subsidiary of Holdings that would
be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Act, as such Regulation is in effect on the
date hereof.

          "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

          "Subordinated Debt" means (i) all Indebtedness of Holdings or any
Subsidiary of Holdings outstanding under (a) the Notes and the Holdings Notes
and (b) any related guarantees, collateral documents, instruments and agreements
executed in connection therewith, in each case as amended, amended and restated,
refinanced, renewed, refunded, replaced, restructured, supplemented or otherwise
modified from time to time, and (ii) all Obligations with respect to the
foregoing.

          "Subordinated Debt Obligor" means any Person which is an obligor or
otherwise liable with respect to any Subordinated Debt.

                                       33

<PAGE>

          "Subsidiary" means, with respect to any Person, (i) any corporation,
association, limited liability company or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and (ii) any partnership (a) the sole
general partner of the managing general partner of which is such Person or a
Subsidiary of such Person or (b)the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof).

          "Theoretical Tax" means with respect to an amount, the product of (a)
the amount and (b) the maximum combined United States federal, New York State
and New York City tax rate applicable to an individual resident or corporation
(whichever is higher) on ordinary income and net short-term capital gains or on
net long term capital gains, as applicable, after having given effect to the
deductibility for federal income tax purposes of state and local income taxes.

          "Total Assets" means the total consolidated assets of Holdings and its
Subsidiaries, as set forth on Holdings' most recent consolidated balance sheet
prepared in accordance with GAAP.

          "Transactions" means, collectively, the transactions contemplated to
occur on the Initial Issuance Date under the Transaction Agreement.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as in
effect on the date of the indenture referred to in Section 8(s).

          "Weighted Average Life to maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including without limitation payment at final maturity, in respect
thereof, by (b) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment, by (ii) the then
outstanding principal amount of such Indebtedness.

          "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

SECTION 7. SUBORDINATION

     7.1  Agreement To Subordinate.
          -------------------------

          Maker and Payee agree that the Subordinated Debt is subordinated in
right of payment, to the extent and in the manner provided in this Section 7, to
the prior payment in full in cash or Cash Equivalents of all Senior Debt
(whether outstanding on the date hereof or

                                       34

<PAGE>

hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

     7.2  Liquidation; Dissolution; Bankruptcy.
          -------------------------------------

          A distribution may consist of cash, securities or other property, by
set-off or otherwise. Upon any distribution to creditors of any Person which is
both a Subordinate Debt Obligor and an obligor with respect to Senior Debt in a
liquidation or dissolution of such Person or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to such Person or its
property, in an assignment for the benefit of creditors or any marshalling of
such Person's assets and liabilities (any of such events being a "Bankruptcy
Event"):

          (i) holders of Senior Debt shall be entitled to receive payment in
     full in cash or Cash Equivalents of all Obligations due in respect of such
     Senior Debt (including without limitation interest after the commencement
     of any such proceeding at the rate specified in the applicable Senior Debt)
     before Holders shall be entitled to receive any payment with respect to the
     Subordinated Debt (except that such Holders may receive Permitted Junior
     Securities); and

          (ii) until all Obligations with respect to Senior Debt (as provided in
     subsection (i) above) are paid in full in cash or Cash Equivalents, any
     distribution to which Holders would be entitled but for this Section 7
     shall be made to holders of Senior Debt (except that such Holders may
     receive Permitted Junior Securities), as their interests may appear.

     7.3  Default on Designated Senior Debt.
          ----------------------------------

          If the obligors with respect to the Senior Debt shall fail to pay when
due (after giving effect to any applicable grace periods), upon acceleration or
otherwise, any amount or obligation with respect to Designated Senior Debt (a
"Payment Default") which Payment Default shall not have been cured or waived, or
any other event of default under any agreement, indenture or other document
governing Designated Senior Debt shall occur and be continuing which shall not
have been cured or waived (a "Covenant Default"), and Maker receives notice of
such Covenant Default from the Representative or from the requisite holders of
the Designated Senior Debt (a "Payment Blockage Notice"), then no payment of or
on account of the Subordinated Debt shall be made by Maker (x) in the case of a
Payment Default, unless and until the Designated Senior Debt shall have been
paid in full in cash or until such Payment Default shall have been cured or
waived, or (y) in the case of any Covenant Default, from the date on which Maker
receives such Payment Blockage Notice until the earlier of (1) 179 days after
such date and (2) the date, if any, on which the Designated Senior Debt is paid
in full in cash or Cash Equivalents or such Covenant Default is waived by the
requisite holders of such Designated Debt or otherwise cured (a "Payment
Blockage Period"); provided that (x) during any 360-day period, the aggregate
                   --------
number of days during which Payment Blockage Periods may be in effect as a
result of one or more Covenant Defaults shall not exceed 179 days and there
shall be a period of at least 181 consecutive days in each such 360-day period
during which payments in respect of the Subordinated Debt are not prohibited by
virtue of Covenant Defaults, (y) no Payment Blockage Period may be imposed as a
result of a Covenant Default that served as the basis for, or was (to the
knowledge of the holders of the Designated Senior Debt or their

                                       35

<PAGE>

Representative) continuing during, any previous Payment Blockage Period unless
such Covenant Default giving rise to, or continuing during, such Payment
Blockage Period was cured or waived in accordance with the applicable provisions
of the agreements, indentures or other document governing such Designated Senior
Debt for at least 90 consecutive days subsequent to the commencement of such
initial Payment Blockage Period (it being acknowledged and agreed that any
subsequent action, or any breach of any financial covenant for a period
commencing after the date of commencement of such Payment Blockage Period, that,
in either cash, would give rise to a Covenant Default pursuant to any provision
under which a Covenant Default previously existed or was continuing shall
constitute a new Covenant Default for this purpose).

          If, notwithstanding the foregoing, Maker shall make any payment on or
distributions in respect of the Subordinated Debt prohibited by the foregoing
provisions of this Section 7.3, then and in such event such payment or
distribution shall be paid over and delivered forthwith to the holders of the
Designated Senior Debt or their Representative on account of repayment of the
Designated Senior Debt in accordance with the provisions of this Section 7. The
provisions of this Section 7.3 shall not apply to any payment with respect to
which Section 7.2 would be applicable.

     7.4  Standstill; Notice of Acceleration.
          -----------------------------------

          So long as any Senior Debt is outstanding (including any loans, any
letters of credit, any commitments to lend or any lender guarantees), each
Holder shall not (i) commence or join with any other creditor (other than the
holders of a majority in principal amount of the Designated Senior Debt) in
commencing any proceeding in connection with or premised on the occurrence of a
Bankruptcy Event, (ii) commence, prosecute, or participate in any other action,
whether private, judicial, equitable, administrative, or otherwise against any
assets of any Subordinated Debt Obligor to enforce any rights under or in
respect of the Subordinated Debt, (iii) seek to attach, sequester or otherwise
proceed against any assets or property of any Subordinated Debt Obligor, or (iv)
seek to otherwise accelerate or collect payment on, or to cause the redemption,
retirement, purchase or acquisition by any Subordinated Debt Obligor of, the
Subordinated Debt, or seek to pursue or otherwise exercise any remedies to
enforce or collect payment of the Subordinated Debt, prior to the earlier of:

          (a) the payment in full in cash or Cash Equivalents of all principal
     and other Obligations with respect to Senior Debt;

          (b) the initiation of a proceeding (other than a proceeding prohibited
     by clause (iii) of this paragraph) in connection with or premised upon the
     occurrence of a Bankruptcy Event;

          (c) the expiration of 180 days immediately following the receipt by
     holders of Senior Debt or their Representatives of notice of the occurrence
     of such Event of Default from any Holder; and

          (d) the acceleration of the maturity of all Senior Debt;

                                       36

<PAGE>

provided, however, that if, with respect to clauses (b) and (d) above, such
--------  -------
proceeding or acceleration, respectively, is rescinded, or with respect to
clause (c) above, during such 180-day period such Event of Default has been
cured or waived, the prohibition against taking the actions described in this
Section 7.4 shall automatically be reinstated as of the date of the rescission
cure or waiver, as applicable. In all events, unless an event described in
clause (a), (b) or (d) above has occurred and not been rescinded, Holders shall
give five (5) days prior written notice to the Representatives of the holders of
the Senior Debt before taking any action  described in this Section 7.4, which
notice shall describe with specificity the action that such Holders in good
faith intend to take. If Holders, in violation of the provisions herein set
forth, shall commence, prosecute or participate in any suit, action, case or
proceeding against any Subordinated Debt Obligor, such obligor may interpose as
a defense or plea the applicable provisions of this Note, and the holders of the
relevant Senior Debt, or their Representatives, may intervene and interpose such
defense or plea in its or their own name or in the name of such obligor, and
shall, in any event, have standing to restrain the enforcement of the
Subordinated Debt in its or their own name or in the name of Maker in the same
suit, action, case or proceeding or in any independent suit, action, case or
proceeding. If payment of this Note is accelerated because of an Event of
Default, Maker shall promptly notify holders of Senior Debt of the acceleration.
If the Subordinated Debt is declared due and payable prior to the Maturity Date,
no direct or indirect payment that is due solely by reason of such declaration
shall be made, nor shall application be made of any distribution of assets of
any Subordinated Debt Obligor (whether by set off or in any other manner) to the
payment, purchase or other acquisition or retirement of the Subordinated Debt,
unless, in either case, all amounts due or to become due on or in respect of the
Senior Debt (including with respect to any outstanding letters of credit) shall
have been previously paid in full in cash or Cash Equivalents.

     7.5  Turnover; Miscellaneous Subordination Provisions.
          -------------------------------------------------

          (i) If a distribution is made to Payee or any other holder of any
Subordinated Debt at a time when Payee or such holder, as the case may be, has
knowledge that because of this Section 7 such distribution should not have been
made to it, Payee or such holder shall segregate such distribution from its
other funds and property and hold it in trust for the benefit of, and, upon
written request, pay it over (in the same form as received, with any necessary
endorsement) to, the holders of the Designated Senior Debt as their interests
may appear, or their Representative (if any), as their respective interests may
appear, for application (in the case of cash) to, or as collateral (in the case
of non-cash property or securities) for the payment or prepayment of, all
Obligations with respect to Designated Senior Debt remaining unpaid to the
extent necessary to pay such Obligations in full in cash or Cash Equivalents in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Designated Senior Debt.

          (ii) A distribution may consist of cash, securities or other property,
by set-off or otherwise, and a payment or distribution on account of any
Subordinated Debt shall include any redemption, purchase or other acquisition of
such Subordinated Debt.

          (iii) The agreements contained in this Section 7 shall continued to be
effective or reinstated, as the case may be, if at any time any payment of any
of the Designated Senior Debt is rescinded or must otherwise be returned by any
holder of Designated Senior Debt upon

                                       37

<PAGE>

any Bankruptcy Event of any obligor with respect to the Senior Debt, all as
though such payment had not been made.

          (iv) All rights and interests under the Notes of the holders of the
Designated Senior Debt, and all agreements and obligations of the holders of the
Notes and Maker under this Section 7 shall remain in full force and effect
irrespective of (a) any lack of validity or enforceability of the Designated
Senior Debt, any promissory notes evidencing the indebtedness thereunder, or any
other agreement or instrument relating thereto, including, without limitation,
any agreement referred to in the definition of Senior Bank Credit Agreement, or
(b) any other circumstance that might otherwise constitute a defense available
to, or a discharge of, Maker or any other Subordinated Debt Obligor or any
holders of the Notes.

          (v) The provisions set forth in this Section 7 constitute a continuing
agreement and shall (a) be and remain in full force and effect until payment in
full in cash or Cash Equivalents of all Designated Senior Debt at such time when
no lender thereunder shall have any obligation to make advances under the Senior
Bank Credit Agreement, (b) be binding upon the holders of the Notes and Maker
and their respective successors and assigns and (c) inure to the benefit of, and
be enforceable directly by, each of the holders of the Designated Senior Debt or
their Representative and their respective successors, transferees and assigns.

     7.6  Subrogation.
          ------------

          After all Senior Debt is paid in full in cash or Cash Equivalents and
all commitments to lend thereunder have been terminated and until the
Subordinated Debt is paid in full, Payee shall be subrogated (equally and
ratably with all other Indebtedness pari passu with the Notes and the Holdings
Notes) to the rights of holders of Senior Debt to receive distributions
applicable to Senior Debt to the extent that distributions otherwise payable to
Payee have been applied to the payment of Senior Debt. A distribution made under
this Section 7 to holders of Senior Debt that otherwise would have been made to
Payee is not, as between Maker and Payee, a payment by Maker on this Note.

     7.7  Relative Rights.
          ----------------

          This Section 7 defines the relative rights of Payee and Holders, on
one hand, and holders of Senior Debt, on the other hand. Nothing in this Note
shall:

          (i) impair, as between Maker and Holders, the obligation of Maker,
     which is absolute and unconditional, to pay principal of and interest on
     this Note in accordance with its terms;

          (ii) affect the relative rights of Holders and creditors of Maker
     other than their rights in relation to holders of Senior Debt; or

          (iii) prevent any Holder from exercising its available remedies upon a
     Default or Event of Default, subject to the rights of holders and owners of
     Senior Debt to receive distributions and payments otherwise payable to such
     Holders.

                                       38

<PAGE>

          If Maker fails to pay principal of or interest or premium on this Note
on the due date or within the applicable grace period, whether or not as a
result of the payment blockage provisions or other provisions of this Section 7,
the failure shall nevertheless be a Default or Event of Default.

     7.8  Subordination May Not Be Impaired by Maker.
          -------------------------------------------

          No right of any holder of Senior Debt to enforce the subordination of
the Subordinated Debt shall be impaired by any act or failure to act by Maker or
any Holder or by the failure of Maker or any Holder to comply with the terms of
this Note.

     7.9  Distribution or Notice to Representative.
          -----------------------------------------

          Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

          Upon any payment or distribution of assets of any Subordinated Debt
Obligor referred to in this Section 7, Payee shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to Payee for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Debt and other Indebtedness of Maker, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section 7.

     7.10 Authorization To File Proof of Claim.
          -------------------------------------

          If Payee does not file a proper proof of claim or proof of debt in the
form required in any judicial proceedings relative to any Subordinated Debt
Obligor, its creditors or its property at least 30 days before the expiration of
the time to file such claim, the Representatives are hereby authorized to file
an appropriate claim for and on behalf of Payee.

     7.11 Amendments.
          -----------

          The provisions of this Section 7 shall not be amended or modified
without the written consent of the majority of the lenders under the Senior Bank
Credit Agreement.

     7.12 Changes In Senior Debt.
          -----------------------

          Any holder of Senior Debt may at any time and from time to time
without the consent of or notice to Payee or any other Holder. (i) extend,
renew, modify, waive or amend the terms of the Senior Debt; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (iii) release any guarantor or any other person liable in
any manner for the Senior Debt or amend or waive the terms of any guaranty of
Senior Debt; (iv) exercise or refrain from exercising any rights against Maker
or any other Person; (v) apply any sums by whomever paid or however realized to
Senior Debt; and (vi) take any other action which otherwise might be deemed to
impair the rights of the holders of Senior Debt without incurring any
responsibility to Holders and without impairing or releasing the obligations of
any Holder to the holders of Senior Debt.

                                       39

<PAGE>

     7.13 Subordination of Holdings Guaranty.
          -----------------------------------

          The Obligations of Holdings under the Holdings Guaranty shall be
junior and subordinated to the Senior Debt of Holdings on the same basis as the
Notes are junior and subordinated to the Senior Debt of Maker. For the purposes
of the foregoing sentence the Holders shall have the right to receive and/or
retain payments by Holdings in respect of the Holdings Guaranty only at such
times as they may receive and/or retain payments in respect of the Notes
pursuant to the terms of the Notes, including this Section 7.

SECTION 8. MISCELLANEOUS.

          (a) Any notice or other communication required or permitted to be
given hereunder shall be in writing and may be personally served, or sent by
telefacsimile or United States mail or courier service and shall be deemed to
have been given when delivered in person or by courier service, upon receipt of
telefacsimile, or three Business Days after depositing it in the United States
mail with postage prepaid and properly addressed. For the purposes hereof, the
address of each party hereto shall be as set forth under such party's name on
the signature pages hereof or such other address as shall be designated by such
party in a written notice delivered to the other party hereto.

          (b) Maker agrees that it will promptly after demand pay all actual,
documented and reasonable out-of-pocket expenses of Payee incurred in connection
with the preparation, execution, delivery, enforcement and administration of
this Note, the documents and instruments referred to herein, any amendments,
waivers or consents relating hereto or thereto and all other actual, documented
and reasonable out-of-pocket expenses incurred by Payee in connection with any
Default or Event of Default, including costs of collection. In addition, Maker
agrees to pay, and to save Payee harmless from all liability for, any stamp or
other documentary taxes which may be payable in connection with Maker's
execution or delivery of this Note.

          (c) No failure or delay on the part of Payee to exercise any right,
power or privilege under this Note and no course of dealing between Maker and
Payee shall impair such right, power or privilege or operate as a waiver of any
default or an acquiescence therein, nor shall any single or partial exercise of
any such right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies expressly provided in this Note are cumulative to, and not exclusive
of, any rights or remedies that Payee would otherwise have. No notice to or
demand on Maker in any case shall entitle Maker to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the right
of Payee to any other or further action in any circumstances without notice or
demand.

          (d) No past, present or future director, officer, employee, or equity
holder of Maker, as such, shall have any liability for any obligations of Maker
under the Notes or for any claim based on, or in respect of, or by reason of,
such obligations or their creation. Payee waives and releases all such
liability, and such waiver and release are part of the consideration for the
issuance of the Notes.

                                       40

<PAGE>

          (e) Maker hereby consents to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.

          (f) If any provision in or obligation under this Note shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction shall not in any way be
affected or impaired thereby.

          (g) After all unpaid principal and interest owed on this Note has been
paid in full, this Note shall be surrendered to Maker for cancellation and shall
not be reissued.

          (h) Subject to the provisions of Section 7.11, the Notes, the Holdings
Guaranty and the Security Documents may be amended, waived, supplemented or
otherwise modified only by agreement in writing of Maker and Majority Holders
(including without limitation any amendment, waiver, supplement or other
modification by consents obtained in connection with a purchase of, or a tender
offer or exchange offer for, the Notes); provided that without the consent of
                                         --------
each such Holder affected, any amendment, waiver, supplement or other
modification may not (i) reduce the principal amount of any Note; (ii) reduce
the principal of or change the fixed maturity date of any Note or alter the
provisions with respect to the prepayment or redemption of the Notes (other than
provisions relating to Sections 4.6 and 4.11 hereof); (iii) reduce the rate of
or change the time for payment of interest on any Note; (iv) waive a Default or
Event of Default in the payment of principal of, premium, if any, or interest on
any Note (except a rescission of acceleration of such Note by Majority Holders
and a waiver of the payment default that resulted from such acceleration); (v)
make any Note payable in money other than U.S. Dollars; (vi) make any change in
the last paragraph of Section 5; (vii) waive a redemption or repurchase payment
with respect to any Note (other than provisions relating to Sections 4.6 and
4.11 hereof); (viii) except as provided under the Security Documents, release
all or substantially all collateral granted thereunder; or make any change in
the Holdings Guaranty or such Security Documents that would materially adversely
affect Holders; or (ix) make any change in the foregoing amendment and waiver
provisions of this Section 8(h). Notwithstanding the foregoing, any amendment or
waiver to Section 4.6 or 4.11 will require the consent of the Holders holding at
least two-thirds in aggregate principal amount of the Notes then outstanding if
such amendment would adversely affect the rights of such Holders. Any amendment,
waiver, supplement or modification in accordance with the terms of this Section
8(h) shall be binding upon all Holders.

          (i) The descriptive headings of the Sections of this Note are for
convenience only and do not constitute a part of this Note.

          (j) THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF MAKER AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                                       41

<PAGE>

          (k) Maker and Payee each hereby irrevocably submits to and accepts for
itself and its properties, generally and unconditionally, the non-exclusive
jurisdiction of the United States District Court for the Southern District of
New York or any state court sitting in the County of New York (and of the
appropriate appellate courts) with respect to any action seeking to enforce any
provision of, or based on any matter arising out of or in connection with this
Note, any related document or obligation or any of the transactions contemplated
hereby, and each of the Maker and Payee hereby waives any defense of forum non
conveniens and any objection to venue laid therein and agrees to be bound by any
judgment rendered thereby arising under, out of, in respect of or in connection
with this Note or any related document or obligation. Maker and Payee each
further irrevocably accepts for itself and its properties, generally and
unconditionally, service of process pursuant to the laws of the State of New
York and the rules of its courts, and designates and appoints the individuals
identified in or pursuant to Section 8(a) hereof to receive notices on its
behalf, and Norway additionally designates and appoints CT Corporation System,
located at 1633 Broadway, New York, NY 10019, in each case as its agent to
receive on its behalf service of all process in any such action before any body,
such service being hereby acknowledged to be effective and binding service in
every respect. A copy of any such process so served shall be mailed by
registered mail to the designated agent of each party at its address provided in
or pursuant to Section 8(a) hereof (and in the case of Norway, to CT Corporation
System at its address provided in the immediately preceding section); provided
                                                                      --------
that, unless otherwise provided by applicable law, any failure to mail such copy
shall not affect the validity of the service of such process. If any agent so
appointed refuses to accept service, the designating party hereby agrees that
service of process sufficient for personal jurisdiction in any action against it
in the applicable jurisdiction may be made by registered or certified mail,
return receipt requested, to its address provided in Section 8(a) hereof (and in
the case of Norway, to CT Corporation System at 1633 Broadway, New York, NY
10019). Maker and Payee each hereby acknowledges that such service shall be
effective and binding in every respect. Nothing herein shall affect the right to
serve process in any other manner permitted by law or shall limit the right of
any party to bring any action or proceeding against the other party in any other
jurisdiction, except to the extent expressly otherwise provided in this Section
8(k).

          (l) MAKER AND PAYEE EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
NOTE.

          (m) This Note shall be binding upon and inure to the benefit of Maker
and Payee and their respective successors, transferees and permitted assigns;
provided that Maker may not assign or otherwise sell, transfer, grant a
participation in or otherwise dispose of any of its rights, interests or
obligations hereunder without the prior written consent of Payee.

          (n) This Note may be sold, assigned, pledged or otherwise transferred
(each, for purposes of this Section 8(n), a "transfer"), in whole or in part in
minimum amounts (when aggregated with the amount of any concurrent ratable
assignment of Holdings Notes to the relevant transferee) of $15,000,000
(provided that assignments otherwise permitted hereunder to Affiliates of Norway
 --------
may be in any principal amount for which Notes may be issued), at any time or
from time to time to any one or more Persons with the consent of Maker (which
consent shall not be unreasonably withheld); provided, that (without limiting
                                             --------
the generality of the foregoing) no portion of this Note may be transferred (i)
to any Person in violation of the

                                       42

<PAGE>

provisions of federal or applicable state securities law or other applicable law
or if such transfer would result in such a violation of law, (ii) to any Person
which is a member of a fishing cooperative of which Maker or any of its
Subsidiaries is a member, (iii) to any business competitor of Maker or any of
its Subsidiaries. In the case of any transfer by any Holder of a Note or any
exchange of a Note for a new Note, the transferor Holder of a Note and the
transferee or exchanging Holders of a Note, as the case may be, shall deliver to
Market at its corporate office, the Note to be transferred or exchanged,
together with a written notice of transfer or exchange signed by authorized
representatives of the transferor and the transferee and stating the Note to be
transferred or exchanged, a notation as to the amount, if any, of principal
which has been paid and the date to which interest has been paid on the Note,
and, in the case of a transfer, (a) the names of the transferor and the
transferee, (b) the date after which the transfer of the Note shall be
effective, (c) the transferee's address for purposes of notices and payment
instructions, and (d) such other information as may be required by law, or (iv)
unless, simultaneously with such transfer, the relevant transferor transfers to
such transferee a ratable portion of the outstanding Holdings Notes. The
transferee shall also deliver to Maker a written statement to the effect that it
is not acquiring the Note to be transferred to it with a view to or for sale in
connection with any distribution thereof within the meaning of the Securities
Act of 1933, as amended; provided that the dispositions of its property shall at
all times be and remain within its control. Promptly upon receipt of the Note,
such instrument of transfer and the aforementioned written statement, Maker
shall issue and deliver to the transferee or such Holder, as the case may be, a
new Note in the same original face amount and dated the same date or dates as
the Note (or portion thereof) surrendered, and in such denomination or
denominations and registered in the name of the transferee or such registered
holder of a Note, as the case may be. Maker shall make a notation on the Note
showing the amount of principal and the date to which interest has been paid,
reflect the transfer or exchange of Note in the Register (as defined below),
distribute the new Note to the registered holder thereof, and cancel the
original Note. No transfer of a Note shall be effective as against Maker nor
shall Maker be obligated to treat any transferee as a Holder of a Note
hereunder, and Maker will not be obligated to enter any Person as a Holder of a
Note in the Register unless the provisions of this Section 8(n) shall have been
complied with, and any transfer in violation of the provisions of this Section
8(n) shall be void. Notwithstanding anything herein or in the Notes or the
Holdings Notes to the contrary, any transfer of Notes to a transferee in
accordance with this Section 8(n) shall effect a pro rata assignment (based on
the respective aggregate principal amounts thereof then outstanding) of the
Notes of the transferor, on the one hand, and the Holdings Notes of the
transferor, on the other hand, to such transferee.

          (o) Notes are issuable as registered notes in denominations of at
least $100,000, except as may be necessary to reflect any principal amount not
evenly divisible by $100,000. Maker shall maintain a register (the "Register")
for the registration of the Notes (including all transfers, exchanges, and
cancellations), the names and addresses of registered Holders, and for
recordation of the outstanding principal amount of the Notes and the amount of
accrued and unpaid interest thereon and shall record each increase in the
principal amount of this Note and each prepayment and payment in respect of the
Notes. The Register shall be available for inspection by any Holder at any
reasonable time and from time to time upon reasonable prior notice. Maker shall
be entitled to deem and treat the Person in whose name a Note is recorded in the
Register as the absolute owner of such Note for the purpose of its payment of
principal, interest, and all other amounts due with respect to such Note and for
all other purposes

                                       43

<PAGE>

whatsoever, whether or not such Note shall be overdue, and Maker shall not be
affected by notice to the contrary.

          (p) If any Note shall become mutilated, destroyed, lost, or stolen,
upon the written request of the registered Holder of such Note, Maker shall
issue and deliver such Holder, in replacement thereof, a new Note, in the same
face amount and dated the same date as the Note so mutilated, destroyed, lost,
or stolen. If the Note being replaced has become mutilated, such Note shall be
surrendered to Maker for cancellation. If the Note being replaced has been
destroyed, lost, or stolen, the registered Holder of such Note shall furnish to
Maker such security or indemnity as may be required by it to hold the Issuer
harmless for the issuance of a new Note. The registered Holder shall also advise
as to the principal which has been paid and the date to which interest has been
paid on the Note. In each such case, Maker shall make a notation on each new
Note of the amount of all payments of principal previously made on the
mutilated, destroyed, lost or stolen Note with respect to which such new Note is
issued and the date to which interest on such old Note has been paid. Maker
shall then distribute the new Note to the registered Holder thereof and, in the
case of a mutilated Note, cancel the original, mutilated Note.

          (q) Payee, by accepting this Note, agrees to keep all financial
information and documents marked "confidential" delivered by or on behalf of
Maker (such items, collectively, being "Confidential Information") confidential
from any Person other than Persons employed or retained by Payee who are
expected to become engaged in evaluating, approving, structuring or
administering the Notes or the transactions contemplated thereby; provided,
however, that nothing herein shall prevent Payee or any such Person so employed
or retained from disclosing such Confidential Information (a) to any other
Holder, (b) to its officers, directors, employees, agents and professional
consultants who have a need to review such Confidential Information in
accordance with customary lending practices, (c) upon the order of any court or
administrative agency, (d) upon request or demand of any regulatory agency or
authority having jurisdiction over such Person, (e) which has been publicly
disclosed by a Person other than the Person subject hereto, (f) to the extent
reasonably required in connection with any litigation to which Maker or Payee or
its Affiliates may be a party, (g) to the extent reasonably required in
connection with the exercise of any right or remedy hereunder, (h) to any such
Person's attorneys, accountants and independent auditors, (i) to any actual or
proposed assignee or transferee of any of the Notes (subject to the
non-disclosure standard set forth herein), or (j) to any Person to which
disclosure may be necessary or appropriate in compliance with any law, rule,
regulation or order applicable to such Person.

          (r) Any Note surrendered to Maker for the purpose of payment,
prepayment, transfer, or exchange shall be cancelled by it, and no Note shall be
issued in lieu thereof except as expressly required under the Notes.

          (s) At any time (but not more than once) from the date of consummation
of a Public Equity Offering until the Maturity Date, upon written request of
Majority Holders, Maker shall (i) negotiate in good faith with such Holders and
the Holdings Noteholders for the purpose of entering into (A) an indenture (a
"Replacement Indenture") that complies with the Trust Indenture Act providing
for the issuance of notes to replace the Notes and the Holdings Notes (the
"Replacement Notes"), which Replacement Indenture and Replacement Notes shall be
on

                                       44

<PAGE>

such terms and conditions as such Holders and Maker determine and mutually agree
upon to be appropriate, in light of prevailing circumstances and market
conditions and the financial condition and prospects of Maker and its
Subsidiaries, for a high-yield senior subordinated note issuance (provided that
                                                                  --------
in any event (x) there shall be only one issuer of the Replacement Notes, which
issuer shall be of a credit quality at least equivalent to the credit quality of
Holding at that time and (y) neither the interest rate applicable to the
Replacement Notes nor the maturity of the Replacement Notes shall vary from the
Notes and the Holdings Notes to be so replaced) and (B) if the terms and
conditions of the Replacement Indenture and Replacement Notes have been mutually
agreed upon, such other agreements, instruments and other documents governing
the rights and obligations of such Holders and Maker with respect to the
registration and issuance of the Replacement Indenture and Replacement Notes as
are customary and appropriate for a highyield senior subordinated note issuance
(it being understood that agreements containing substantially the terms
contained in Sections 4, 6 and 7 of Schedule III to the Securityholders
Agreement (as such term is defined in the Transaction Agreement), together with
the applicable definitions contained in such Schedule (except to the extent that
the securities offered will be the Notes and the holders of those securities
will be the Holders), shall be mutually satisfactory with respect to the subject
matter covered by such Sections except to the extent such terms are
inappropriate, inapplicable or not customary to a high-yield senior subordinated
note issuance); and (ii) if the terms and conditions of the Replacement
Indenture, Replacement Notes and agreements, instruments and documents described
in clause (i)(B) have been mutually agreed upon, cause (to the extent permitted
by applicable law) an appropriate registration statement with respect to the
Replacement Indenture and Replacement Notes to be filed with the SEC as soon as
practicable thereafter, and use its best efforts to cause such registration
statement to become effective at the earliest practicable time (subject to the
provisions of any agreements entered into in accordance with clause (i)(B)
above). Each Holder, by acceptance of a Note, agrees to cooperate with Maker and
its advisors in the filing of such registration statement and in such efforts to
cause such registration statement to become effective, including without
limitation by providing such information with respect to such Holder as Maker
and its advisors may reasonably request. Anything contained herein to the
contrary notwithstanding, Maker and its Subsidiaries shall not be liable to any
Holder for failure to enter into a Replacement Indenture except to the extent
Maker breaches its obligations to negotiate the terms of the Replacement
Indenture in good faith with Holders in accordance with the provisions of clause
(i) of the first sentence of this Section 8(s).

          (t) Maker hereby covenants and agrees that after a default in the
payment of principal or other Obligations with respect to the Senior Bank Credit
Agreement occurs and is continuing beyond any applicable grace period without
any forbearance by the holders of such Obligations, Maker shall, at the request
of Norway, refrain from exercising any right to object to the repayment in full
of the Senior Bank Credit Agreement, so long as such repayment and the
transactions in connection therewith do not violate applicable law.

                  [Remainder of page intentionally left blank]

                                       45

<PAGE>

          IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered by its officer thereunto duly authorized as of the day and year and at
the place first above written.

                                         AMERICAN SEAFOODS COMPANY


                                         By: /s/ Michael J. Hyde
                                            ------------------------------------
                                             Name:  Michael J. Hyde
                                             Title: President & CEO

                                         Notice Address:

                                             American Seafoods Company
                                             c/o Centre Partners Management LLC
                                             30 Rockefeller Plaza
                                             50th Floor
                                             New York, New York 10020
                                             Attention: Scott Perekslis
                                             Facsimile: (212) 332-5801

                                         With a copy to:

                                             O'Melveny & Myers LLP
                                             153 East 53rd Street
                                             New York, New York 10022
                                             Attention: Jeffrey J. Rosen
                                             Facsimile: (212) 326-2061

                                       S-1

<PAGE>

Agreed to and acknowledged:

NORWAY SEAFOODS ASA


By: /s/ Dag F. Wittusen
    -------------------------------------
    Name:  Dag F. Wittusen
    Title: Authorized Signatory

Notice Address:

    Norway Seafoods ASA
    c/o Aker RGI ASA
    Fjordallen 16
    P.O. Box 1423 Vika
    0115 Oslo
    Norway
    Attention: Dag F. Wittusen
    Facsimile: 011-47-22-947176

With a copy to:

    Davis Polk & Wardwell
    450 Lexington Avenue
    New York, New York 10017
    Attn: Nancy L. Sanborn
    Telecopy: (212) 450-4800

and to:

    Mundt MacGregor L.L.P.
    999 Third Avenue
    Suite 4200
    Seattle, Washington 98104-4082
    Attn: Matthew L. Fick
    Telecopy: (206) 624-5469

                                       S-2