<PAGE>

                                                                     Exhibit 4.4

================================================================================

                           AMERICAN SEAFOODS GROUP LLC

                             AMERICAN SEAFOODS, INC.

                     and the Guarantors listed on Schedule A
                                                  ----------

                   10 1/8% SENIOR SUBORDINATED NOTES DUE 2010

                                   ----------

                                    Indenture

                           Dated as of April 18, 2002

                                   ----------

                                   Wells Fargo
                                 Bank Minnesota,
                              National Association

                                   as Trustee

                                   ----------

================================================================================

<PAGE>

                             CROSS-REFERENCE TABLE*
                             ---------------------

Trust Indenture
  Act Section                                                 Indenture Section
  -----------                                                 -----------------

310(a)(1)........................................................7.10
   (a)(2)........................................................7.10
   (a)(3)........................................................N.A.
   (a)(4)........................................................N.A.
   (a)(5)........................................................7.10
   (b)...........................................................7.10
   (c)...........................................................N.A.
311(a)...........................................................7.11
   (b)...........................................................7.11
   (c)...........................................................N.A.
312(a)...........................................................2.06
   (b)...........................................................13.03
   (c)...........................................................13.03
313(a)...........................................................7.06
   (b)(1)........................................................N.A.
   (b)(2)........................................................7.06, 7.07
   (c)...........................................................7.06, 13.02
   (d)...........................................................7.06
314(a)...........................................................13.05
   (b)...........................................................N.A.
   (c)...........................................................13.04
   (d)...........................................................N.A.
   (e)...........................................................13.05
   (f)...........................................................N.A.
315(a)...........................................................N.A.
   (b)...........................................................N.A.
   (c)...........................................................N.A.
   (d)...........................................................N.A.
   (e)...........................................................N.A.
316(a) (last sentence)...........................................N.A.
   (a)(1)(A).....................................................N.A.
   (a)(1)(B).....................................................N.A.
   (a)(2)........................................................N.A.
   (b)...........................................................N.A.
   (c)...........................................................13.14
317(a)(1)........................................................N.A.
   (a)(2)........................................................N.A.

----------
N.A. means not applicable.
* This Cross-Reference Table is not part of the Indenture.

<PAGE>

   (b)...........................................................N.A.
318(a)...........................................................N.A.
   (b)...........................................................N.A.
   (c)...........................................................13.01

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>                                                                                <C>
CROSS-REFERENCE TABLE...............................................................i
---------------------

                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01    Definitions.........................................................1
Section 1.02    Other Definitions..................................................22
Section 1.03    Incorporation by Reference of Trust Indenture Act..................23
Section 1.04    Rules of Construction..............................................23

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01    Form and Dating....................................................24
Section 2.02    Execution and Authentication.......................................25
Section 2.03    Methods of Receiving Payments on the Notes.........................25
Section 2.04    Paying Agent and Registrar for the Notes...........................26
Section 2.05    Paying Agent to Hold Money in Trust................................26
Section 2.06    Holder Lists.......................................................26
Section 2.07    Transfer and Exchange..............................................27
Section 2.08    Replacement Notes..................................................39
Section 2.09    Outstanding Notes..................................................39
Section 2.10    Treasury Notes.....................................................40
Section 2.11    Temporary Notes....................................................40
Section 2.12    Cancellation.......................................................40
Section 2.13    Defaulted Interest.................................................41
Section 2.14    CUSIP Numbers......................................................41

                                  ARTICLE THREE
                           REDEMPTION AND PREPAYMENT;
                           SATISFACTION AND DISCHARGE

Section 3.01    Notices to Trustee.................................................41
Section 3.02    Selection of Notes to Be Redeemed..................................41
Section 3.03    Notice of Redemption...............................................42
Section 3.04    Effect of Notice of Redemption.....................................43
Section 3.05    Deposit of Redemption Price........................................43
Section 3.06    Notes Redeemed in Part.............................................43
Section 3.07    Optional Redemption................................................43
Section 3.08    Mandatory Redemption...............................................44
Section 3.09    Repurchase Offers..................................................44
Section 3.10    Application of Trust Money.........................................46
</TABLE>

                                       i

<PAGE>

                                  ARTICLE FOUR
                                    COVENANTS

<TABLE>
<S>                                                                                <C>
Section 4.01    Payment of Notes...................................................46
Section 4.02    Maintenance of Office or Agency....................................47
Section 4.03    Reports............................................................47
Section 4.04    Compliance Certificate.............................................48
Section 4.05    Taxes..............................................................49
Section 4.06    Stay, Extension and Usury Laws.....................................49
Section 4.07    Restricted Payments................................................49
Section 4.08    Dividend and Other Payment Restrictions Affecting Restricted
                   Subsidiaries....................................................52
Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Stock.........54
Section 4.10    Asset Sales........................................................57
Section 4.11    Transactions with Affiliates.......................................59
Section 4.12    Liens..............................................................61
Section 4.13    Business Activities................................................61
Section 4.14    Limitation on Senior Subordinated Debt.............................62
Section 4.15    Offer to Repurchase upon a Change of Control.......................62
Section 4.16    Limitation on Issuances and Sales of Equity Interests in
                   Restricted Subsidiaries.........................................63
Section 4.17    Designation of Restricted and Unrestricted Subsidiaries............63
Section 4.18    Payments for Consent...............................................64
Section 4.19    Limitations on Issuances of Guarantees of Indebtedness.............64
Section 4.20    Additional Note Guarantees.........................................64
Section 4.21    Restriction on Structure of ASI....................................64

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01    Merger Consolidation or Sale of Assets.............................65

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01    Events of Default..................................................66
Section 6.02    Acceleration.......................................................67
Section 6.03    Other Remedies.....................................................68
Section 6.04    Waiver of Past Defaults............................................68
Section 6.05    Control by Majority................................................69
Section 6.06    Limitation on Suits................................................69
Section 6.07    Rights of Holders of Notes to Receive Payment......................69
Section 6.08    Collection Suit by Trustee.........................................70
Section 6.09    Trustee May File Proofs of Claim...................................70
Section 6.10    Priorities.........................................................70
Section 6.11    Undertaking for Costs..............................................71
</TABLE>

                                       ii

<PAGE>

                                  ARTICLE SEVEN
                                     TRUSTEE

<TABLE>
<S>                                                                                <C>
Section 7.01    Duties of Trustee..................................................71
Section 7.02    Certain Rights of Trustee..........................................72
Section 7.03    Individual Rights of Trustee.......................................73
Section 7.04    Trustee's Disclaimer...............................................73
Section 7.05    Notice of Defaults.................................................73
Section 7.06    Reports by Trustee to Holders of the Notes.........................73
Section 7.07    Compensation and Indemnity.........................................74
Section 7.08    Replacement of Trustee.............................................74
Section 7.09    Successor Trustee by Merger, Etc...................................75
Section 7.10    Eligibility; Disqualification......................................76
Section 7.11    Preferential Collection of Claims Against Company..................76

                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance...........76
Section 8.02    Legal Defeasance and Discharge.....................................76
Section 8.03    Covenant Defeasance................................................77
Section 8.04    Conditions to Legal or Covenant Defeasance.........................78
Section 8.05    Deposited Money and Government Securities to Be Held in Trust;
                   Other Miscellaneous Provisions..................................79
Section 8.06    Repayment to the Company...........................................79
Section 8.07    Reinstatement......................................................80

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes................................80
Section 9.02    With Consent of Holders of Notes...................................81
Section 9.03    Compliance with Trust Indenture Act................................83
Section 9.04    Revocation and Effect of Consents..................................83
Section 9.05    Notation on or Exchange of Notes...................................83
Section 9.06    Trustee to Sign Amendments, Etc....................................83

                                   ARTICLE TEN
                                  SUBORDINATION

Section 10.01   Agreement to Subordinate...........................................84
Section 10.02   Liquidation; Dissolution; Bankruptcy...............................84
Section 10.03   Default on Designated Senior Debt..................................84
Section 10.04   Acceleration of Securities.........................................85
Section 10.05   When Distribution Must Be Paid Over................................85
Section 10.06   Notice by the Company..............................................86
Section 10.07   Subrogation........................................................86
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                <C>
Section 10.08   Relative Rights....................................................86
Section 10.09   Subordination May Not Be Impaired by the Company...................87
Section 10.10   Distribution or Notice to Representative...........................87
Section 10.11   Rights of Trustee and Paying Agent.................................87
Section 10.12   Authorization to Effect Subordination..............................87

                                 ARTICLE ELEVEN
                                 NOTE GUARANTEES

Section 11.01   Guarantee..........................................................88
Section 11.02   Subordination of Note Guarantee....................................89
Section 11.03   Limitation on Guarantor Liability..................................89
Section 11.04   Execution and Delivery of Note Guarantee...........................89
Section 11.05   Guarantors May Consolidate, Etc., on Certain Terms.................90
Section 11.06   Releases Following Sale of Assets..................................91

                                 ARTICLE TWELVE
                           SATISFACTION AND DISCHARGE

Section 12.01   Satisfaction and Discharge.........................................91
Section 12.02   Deposited Money and Government Securities to Be Held in Trust;
                   Other Miscellaneous Provisions..................................92
Section 12.03   Repayment to the Company...........................................92

                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

Section 13.01   Trust Indenture Act Controls.......................................93
Section 13.02   Notices............................................................93
Section 13.03   Communication by Holders of Notes with Other Holders of Notes......94
Section 13.04   Certificate and Opinion as to Conditions Precedent.................94
Section 13.05   Statements Required in Certificate or Opinion......................95
Section 13.06   Rules by Trustee and Agents........................................95
Section 13.07   No Personal Liability of Directors, Officers, Employees and
                   Stockholders....................................................95
Section 13.08   Governing Law......................................................95
Section 13.09   Consent to Jurisdiction............................................95
Section 13.10   No Adverse Interpretation of Other Agreements......................96
Section 13.11   Successors.........................................................96
Section 13.12   Severability.......................................................96
Section 13.13   Counterpart Originals..............................................96
Section 13.14   Acts of Holders....................................................96
Section 13.15   Benefit of Indenture...............................................98
Section 13.16   Table of Contents, Headings, Etc...................................98
</TABLE>

                                       iv

<PAGE>

                                    SCHEDULES

Schedule A   List of Guarantors

                                    EXHIBITS

Exhibit A1   FORM OF NOTE

Exhibit A2   FORM OF REGULATION S TEMPORARY GLOBAL NOTE

Exhibit B    FORM OF CERTIFICATE OF TRANSFER

Exhibit C    FORM OF CERTIFICATE OF EXCHANGE

Exhibit D    FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT
             GUARANTORS

                                       v

<PAGE>

          INDENTURE dated as of April 18, 2002 among American Seafoods Group
LLC, a Delaware limited liability company ("Group"), and American Seafoods,
Inc., a Delaware corporation and wholly owned subsidiary of Group ("ASI" and,
together with Group, collectively, the "Issuers " and each individually, an
"Issuer"), the Guarantors and Wells Fargo Bank Minnesota, National Association,
a national banking association, as trustee.

          The Company (as defined below), ASI, the Guarantors and the Trustee
(as defined below) agree as follows for the benefit of each other and for the
equal and ratable benefit of the Holders (as defined below) of the 10 1/8%
Senior Subordinated Notes due 2010:

                                  ARTICLE ONE
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.
             -----------

          "144A Global Note" means a global note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that shall be issued in a denomination equal to the
outstanding principal amount at maturity of the Notes sold in reliance on Rule
144A.

          "Acquired Debt" means, with respect to any specified Person: (i)
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 (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

          "Additional Notes" means up to $225 million in aggregate principal
amount of Notes (other than the Notes issued on the date hereof or Exchange
Notes in respect thereof) issued under this Indenture in accordance with
Sections 2.02 and 4.09 hereof.

          "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.

          "Agent" means any Registrar, Paying Agent or co-registrar.

<PAGE>


          "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

          "Asset Sale" means: (1) the sale, lease, conveyance or other
disposition (including by way of merger, consolidation or sale and leaseback
transaction) of any assets or rights; provided that the sale, lease, conveyance
or other disposition of all or substantially all of the assets of the Company
and its Restricted Subsidiaries taken as a whole will be governed by Sections
4.15 and/or 5.01 hereof and not by Section 4.10 hereof; and (2) the issuance of
Equity Interests by any of the Company's Restricted Subsidiaries or the sale of
Equity Interests in any of its Subsidiaries (in each case, other than Capital
Stock constituting directors' qualifying shares or shares of Capital Stock of
foreign Restricted Subsidiaries required to be owned by foreign nationals under
applicable law).

          Notwithstanding the preceding, the following items shall not be deemed
to be Asset Sales:

          (1) any single transaction or series of related transactions that
     involves assets having a fair market value of less than $1 million;

          (2) a transfer of assets between or among the Company and its
     Restricted Subsidiaries;

          (3) an issuance of Equity Interests by a Restricted Subsidiary to the
     Company or to another Restricted Subsidiary;

          (4) the sale or lease of equipment, inventory, accounts receivable or
     other assets in the ordinary course of business;

          (5) the sale or other disposition of cash or Cash Equivalents;

          (6) a Restricted Payment that is permitted by Section 4.07 hereof;

          (7) the disposition of assets received in settlement of obligations
     owing to the Company or any Restricted Subsidiary, which obligations were
     incurred in the ordinary course of business; and

          (8) the exchange of assets held by the Company or any Restricted
     Subsidiary (including without limitation by way of merger, consolidation or
     sale and leaseback transaction) for assets held by any Person or entity
     (including Equity Interests of such Person or entity), provided that (i)
     the assets received by the Company or such Restricted Subsidiary in any
     such exchange will immediately constitute a Permitted Investment in a
     Permitted Business or will immediately constitute, be part of, or be used
     in a Permitted Business which is conducted in a Restricted Subsidiary; (ii)
     any such assets are of a comparable fair market value to the assets
     exchanged as determined in good faith by the Board of Directors of the
     Company (which determination must be based upon an opinion or appraisal
     issued by an accounting, appraisal or investment banking firm of national
     standing if the fair market value exceeds $10.0 million), and (iii) in the
     case of an

                                        2

<PAGE>

     exchange involving a vessel, the assets received by the Company or a
     Restricted Subsidiary must represent a vessel which shall be substantially
     similar in all material respects to the vessel exchanged, including with
     respect to fishing and processing capability and the ability under
     applicable regulatory requirements to fish.

          "Assumed Tax Rate" means, for or in respect of any Tax Period and any
item of income, the greater of (x) the maximum combined United States federal,
New York State and New York City tax rate applicable during such Tax Period to
such item of income if included in income by an individual resident of New York
City, and (y) the maximum combined United States federal, New York State and New
York City tax rate applicable during such Tax Period to such item of income if
included as New York source income by a corporation doing business in New York
City; provided, that with respect to clauses (x) and (y), the New York State tax
rate shall be taken into account only if the Company is treated as a partnership
for New York State income tax purposes and the New York City tax rate shall be
taken into account only if the Company is treated as a partnership for New York
City income tax purposes. In computing the Assumed Tax Rate, effect will be
given to the deductibility for federal income tax purposes of state and local
income taxes.

          "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 Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

          "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

          "Board of Directors" means (i) with respect to a corporation, the
board of directors of the corporation; (ii) with respect to a partnership, the
Board of Directors of the general partner of the partnership; and (iii) with
respect to any other Person, the board or committee of such Person serving a
similar function.

          "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

          "Business Day" means any day other than a Legal Holiday.

          "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 that time be required to be capitalized on a balance sheet in
accordance with GAAP.

                                        3

<PAGE>

          "Capital Stock" means (i) in the case of a corporation, corporate
stock; (ii) in the case of an association or a 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 capital and surplus in excess of $500.0 million and a
Fitch Rating of "B" or better; (iv) repurchase obligations with a term of not
more than seven 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) securities issued by any
state of the United States of America or any political subdivision of any such
state or any agency or instrumentality thereof maturing within one year of the
date of acquisition thereof and, at the time of acquisition, having a rating of
at least AAA from Standard & Poor's Rating Service or at least Aaa from Moody's
Investors Services, Inc.; (vi) commercial paper having a rating of at least A-1
from Standard & Poor's Rating Services or at least P-1 from Moody's Investors
Services, Inc. and in each case maturing within one year after the date of
acquisition; and (vii) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (vi)
of this definition.

          "Change of Control" means the occurrence of any of the following: (i)
the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of any
Parent or the Company and its Restricted Subsidiaries, taken as a whole, to any
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) other
than the Principals or their Related Parties; (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company; (iii) the
consummation of any transaction (including, without limitation, any merger or
consolidation) (a) prior to a Public Equity Offering, the result of which is
that the Principals and their Related Parties become the Beneficial Owner of
less than 50% of the voting power of all classes of Voting Stock of any Parent
or the Company or, (b) after a Public Equity Offering, any "person" or "group"
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than the Principals and their Related Parties, becomes the Beneficial Owner,
directly or indirectly, of 35% or more of the voting power of all classes of
Voting Stock of any Parent or the Company, as the case may be, and is or
becomes, directly or indirectly, the Beneficial Owner of a greater percentage of
the voting power of all classes of Voting Stock of such Parent or Company, as
the case may be, than the percentage beneficially owned by the Principals and
their Related Parties; (iv) the first day on which a majority of the members of
the Board of Directors of any Parent or the Company are not Continuing
Directors; or (v) any Parent or the Company consolidates with, or merges with or
into, any Person, or any Person consolidates with, or merges with or into any
Parent or the Company, in any such event pursuant to a transaction in

                                       4

<PAGE>

which any of the outstanding Voting Stock of such Parent or the Company is
converted into or exchanged for cash, securities or other property, other than
any such transaction where (A) the Voting Stock of such Parent or the Company
outstanding immediately prior to such transaction is converted into or exchanged
for Voting Stock (other than Disqualified Stock) of the surviving or transferee
Person constituting a majority of the outstanding shares of such Voting Stock of
such surviving or transferee Person (immediately after giving effect to such
issuance) and, (B) immediately after such transaction, (a) prior to a Public
Equity Offering, the Principals and their Related Parties become the Beneficial
Owner of not less than 50% of the voting power of all classes of Voting Stock of
the surviving or transferee Person or (b) after a Public Equity Offering, no
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Principals and their Related Parties, becomes,
directly or indirectly, the Beneficial Owner of 35% or more of the voting power
of all classes of Voting Stock of the surviving or transferee Person and is or
becomes, directly or indirectly, the Beneficial Owner of a greater percentage of
the voting power of all classes of the Voting Stock of such surviving or
transferee Person than the percentage beneficially owned by the Principals and
their Related Parties.

          "Clearstream" means Clearstream Banking, societe anonyme.

          "Closing Date" means April 18, 2002.

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

          "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus
(i) provision for Federal, state, local and foreign income taxes of such Person
and its Restricted Subsidiaries for such period (or distributions in lieu
thereof in respect of allocable income), to the extent that such provision for
taxes or such distributions were deducted in computing such Consolidated Net
Income; plus (ii) consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether or not 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 of the effect of all payments made or received pursuant to Hedging
Obligations described under clause (i) of the definition thereof), to the extent
that any such expense was deducted in computing such Consolidated Net Income;
plus (iii) depreciation, amortization (including 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 Restricted Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash
expenses were deducted in computing such Consolidated Net Income; minus (iv)
non-cash items increasing such Consolidated Net Income for such period, other
than (i) the accrual of revenue consistent with past practice and (ii) any item
reversing or reducing any non-cash accrual of or reserve for cash expenses in
any future period, which accrual or reserve was previously deducted in computing

                                       5

<PAGE>

Consolidated Net Income, in each case, on an consolidated basis and determined
in accordance with GAAP.

          Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary of the Company shall be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Company only to
the extent that a corresponding amount would be permitted at the date of
determination to be dividend to the Company by such Restricted Subsidiary
without prior governmental approval (that has not been obtained), and without
direct or indirect restriction pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Subsidiary or its stockholders.

          "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; provided that (i) the Net Income of any Person
that is not a Restricted Subsidiary 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 Restricted Subsidiary thereof; (ii) the Net Income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted 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
Restricted Subsidiary or its stockholders; (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; (iv) the cumulative effect of a change in
accounting principles shall be excluded; and (v) if such Person is Flow-Through
Entity, for purposes of the calculations under Section 4.07 hereof, the Net
Income of such Person for such period shall be reduced by the amount of
Permitted Tax Distributions made or which may be made with respect to such
period pursuant to the definition thereof.

          "Continuing Directors " means, as of any date of determination, any
member of the Board of Directors of the Company who: (i) was a member of such
Board of Directors on the date hereof; or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

          "Credit Agreement" means that certain Credit Agreement, dated as of
April 18, 2002, by and among the Company, American Seafoods Consolidated LLC,
the guarantor subsidiaries named therein, Bank of America, N.A., as Agent, and
Banc of America LLC, as Lead Arranger and the other Lenders named therein,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time.

                                       6

<PAGE>

          "Credit Facilities" means one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, rearranged, replaced or
refinanced in whole or in part from time to time.

          "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

          "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.

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.07 hereof,
substantially in the form of Exhibit A1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

          "Depositary " means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.04 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

          "Designated Noncash Consideration" means the fair market value of
noncash consideration (as determined in good faith by the Board of Directors of
the Company, which determination must be based upon an opinion or appraisal
issued by an accounting, appraisal or investment banking firm of national
standing if the fair market value exceeds $10.0 million) received by the Company
or any of its Restricted Subsidiaries in connection with an Asset Sale that is
so designated as Designated Noncash Consideration pursuant to an Officers'
Certificate, setting forth the basis of such valuation, less the amount of cash
or Cash Equivalents received in connection with a subsequent sale of such
Designated Noncash Consideration.

          "Designated Senior Debt " means: (i) any Indebtedness outstanding
under the Credit Agreement; and (ii) after payment in full of all Obligations
under the Credit Agreement, any other Senior Debt permitted under this Indenture
the principal amount of which is $25.0 million or more and that has been
designated by either Issuer as "Designated Senior Debt."

          "Disinterested Member of the Board of Directors " means, with respect
to any proposed transaction between (i) the Company or a Restricted Subsidiary,
as applicable, and (ii) an Affiliate thereof (other than the Company or a
Restricted Subsidiary), a member of the Board of Directors of the Company or
such Restricted Subsidiary, as applicable, who would not be a party to, or have
a financial interest in, such transaction and is not an officer, director or
employee of, and does not have a financial interest in, such Affiliate. For
purposes of this definition, no person would be deemed not to be a Disinterested
Member of the Board of Directors solely because such person holds Equity
Interests in the Company.

                                       7

<PAGE>

          "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 one year 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 the Company 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
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07
hereof.

          "Domestic Subsidiary " means any Restricted Subsidiary that was formed
under the laws of the United States or any state thereof or the District of
Columbia or that guarantees or otherwise provides direct credit support for any
Indebtedness of the Company.

          "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).

          "Equity Offering" means an offering of Capital Stock (other than
Disqualified Stock or Capital Stock that by its terms has a preference in
liquidation or as to dividends over any other Capital Stock) of the Company or
(to the extent the net cash proceeds therefrom are contributed to the capital of
the Company) any Parent (other than (i) an offering pursuant to a registration
statement on Form S-8 or otherwise relating to equity securities issuable under
any employee benefit plan of the Company and (ii) an offering with aggregate net
proceeds to the Company or the Parent, as applicable, of less than $5.0
million).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exchange Notes" means the Notes issued in the Exchange Offer in
accordance with Section 2.07(f) hereof.

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Existing Indebtedness" means the aggregate principal amount of
Indebtedness of the Company and its Subsidiaries (other than Indebtedness under
the Credit Agreement) in existence on the date hereof until such amount are
repaid.

          "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of: (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued, including, without limitation, amortization of debt issuance costs and
original issue discount (other than any amortization of debt issuance costs
arising from the financing related to the Recapitalization, but only with

                                       8

<PAGE>

respect to such amounts of debt issuance costs as are in excess of $20.7
million), 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 of the effect of all
payments made or received pursuant to Hedging Obligations described under clause
(i) of the definition thereof; plus (ii) the consolidated interest of such
Person and its Restricted Subsidiaries that was capitalized during such period;
plus (iii) any interest expense on Indebtedness of another Person that is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries, whether or
not such Guarantee or Lien is called upon; plus (iv) (a) if such Person or
Restricted Subsidiary is a Flow-Through Entity, all dividends, whether paid or
accrued and whether or not in cash, on any series of Disqualified Stock or
preferred stock of such Person or any of its Restricted Subsidiaries (other than
(x) dividends on Equity Interests payable solely in Equity Interests of the
Company (other than Disqualified Stock) or to the Company or a Restricted
Subsidiary of the Company and (y) Permitted Tax Distributions and any payments
reflecting capital account allocations pursuant to the terms of the membership
or partnership agreement relating to such Flow-Through Entity), or (b) if such
Person or Restricted Subsidiary is not a Flow-Through Entity, the product of (I)
all dividends, whether paid or accrued and whether or not in cash, on any series
of Disqualified Stock or preferred stock of such Person or any of its Restricted
Subsidiaries (other than dividends on Equity Interests payable solely in Equity
Interests of the Company (other than Disqualified Stock) or to the Company or a
Restricted Subsidiary of the Company), times (II) a fraction, the numerator of
which is one and the denominator of which is one minus the actual combined
highest marginal Federal, state and local tax rate (giving effect to the
deductibility for federal income tax purposes of state and local income taxes)
then in effect applicable to such Person or Restricted Subsidiary, expressed as
a decimal, on a consolidated basis and in accordance with GAAP.

          "Fixed Charge Coverage Ratio" means, with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the specified Person or any of its Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
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, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom 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:

          (1) acquisitions that have been made by the specified Person or any of
     its Restricted Subsidiaries, including through mergers or consolidations
     and including 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 given pro forma

                                       9

<PAGE>

     effect as if they had occurred on the first day of the four-quarter
     reference period and Consolidated Cash Flow for such reference period shall
     be calculated on a pro forma basis in accordance with Regulation S-X under
     the Securities Act, but without giving effect to clause (iii) of the
     proviso set forth in the definition of Consolidated Net Income;

          (2) 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

          (3) 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 shall not be
     obligations of the specified Person or any of its Subsidiaries following
     the Calculation Date.

          "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 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 on the Issue Date.

          "Global Note Legend" means the legend set forth in Section
2.07(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

          "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A1 or A2 hereto, as appropriate, issued in accordance with
Section 2.01, 2.07(b)(iv), 2.07(d)(ii) or 2.07(f) of this Indenture.

          "Government Securities" means securities that are (a) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (b) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the Company, and shall also include
a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as a custodian with respect to any such U.S. Government
obligation or a specific payment of principal of or interest on any such U.S.
Government obligation held by such custodian for the account of the holder of
such depository receipt. However, except as required by law, such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government obligation or the specific payment of principal of or
interest on the U.S. Government obligation evidenced by such depository receipt.

          "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

                                       10

<PAGE>

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.

          "Guarantors" means (i) each Subsidiary Guarantor; and (ii) any other
Subsidiary that executes a Note Guarantee in accordance with the provisions
hereof; and their respective successors and assigns.

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

          "Holder" means a Person in whose name a Note is registered.

          "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of: (i)
borrowed money; (ii) bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof); (iii) bankers'
acceptances; (iv) representing Capital Lease Obligations; (v) the balance
deferred and unpaid of the purchase price of any property, except any such
balance that constitutes an accrued expense or trade payable; or (vi)
representing any Hedging Obligations; if and to the extent any of the preceding
items (other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term "Indebtedness" includes (x) all Indebtedness of
others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person), provided that the amount
of Indebtedness of such Person shall be the lesser of (A) the fair market value
of such asset at such date of determination (as determined in good faith by the
Board of Directors of the Company unless such fair market value exceeds $10.0
million, in which event the determination of the Board of Directors must be
based upon the opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing) and (B) the amount of such
Indebtedness of such other Persons; and (y) to the extent not otherwise
included, the Guarantee by the specified 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 with
any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

          "Indenture" means this Indenture, as amended or supplemented from
time to time.

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

                                       11

<PAGE>

          "Initial Purchasers" means the initial purchasers listed on Schedule A
of the Purchase Agreement dated April 4, 2002.

          "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made consistent with past practices), 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 prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company 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 Restricted Subsidiary not sold
or disposed of in an amount determined as provided in the final paragraph of
Section 4.07. The acquisition by the Company or any Restricted Subsidiary of the
Company of a Person that holds an Investment in a third Person shall be deemed
to be an Investment by the Company or such Restricted Subsidiary in such third
Person in an amount equal to the fair market value of the Investment held by the
acquired Person in such third Person in an amount determined as provided in the
final paragraph of Section 4.07.

          "Issue Date" means the date on which the initial $175.0 million in
aggregate principal amount of the Notes were originally issued under this
Indenture.

          "Issuers" means the Company and its wholly-owned corporate subsidiary
and co-obligor on the Notes, ASI.

          "Legal Holiday" means a Saturday, a Sunday or a day on which
commercial banks in The City of New York or at a place of payment are authorized
or required by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.

          "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

          "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 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.

          "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 5 of the Registration Rights Agreement.

                                       12

<PAGE>

          "Management Investors" means any current or future individuals who are
or become executive officers or members of senior management of the Company and
its Restricted Subsidiaries including, without limitation, Bernt Bodal, Michael
Hyde, Jeffrey Davis, Hallvard Muri, Inge Andreassen, Amy Wallace and Debbie
Morton, in their capacities as individual investors of membership interests in
American Seafoods Holdings LLC.

          "Moody's" means Moody's Investors Service and any successor thereof.

          "Net Income " means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however: (i) any
gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of
any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; (ii) any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss; (iii) the net unrealized
foreign exchange gains or losses, together with any related provision for taxes
on such gains or losses, as reflected on the Statement of Cash Flows of such
Person, to the extent they would otherwise be reflected in the Net Income of
such Person in the absence of this clause (iii); (iv) any non-cash compensation
charge or expense, together with any related provision for taxes on such charge
or expense, arising from any grant of stock, stock options or other equity based
awards (collectively, "Equity Based Awards"), except that Net Income shall
reflect (a) any non-cash compensation charge or expense arising in respect of an
Equity Based Award that, by its terms, is intended to be settled or payable in
cash, and (b) in respect of an Equity Based Award that, by its terms, is not
intended to be settled or payable in cash but is in fact so settled or paid, the
full non-cash and cash compensation charge or expense arising from such Equity
Based Award (including the aggregate net charge or expense previously excluded
from the determination of Net Income pursuant to this clause (iv)), which charge
or expense shall be deemed included in full in the fiscal period of such Person
in which such cash settlement or payment occurs; and (v) any non-cash charge,
together with any related provision for taxes on such charge, related to the
write off of goodwill or intangibles as a result of impairment, in each case, as
required by Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 142 or Financial Accounting Standards Board Statement
of Financial Accounting Standards No. 144. Any reference herein to related
provisions for taxes includes, if the Company is a Flow-Through Entity, any
Permitted Tax Distributions made or which may be made by the Company to permit
its direct and indirect members or partners to pay Federal, state and local
income taxes arising as a result of the event described in the foregoing clauses
(i) through (v).

          "Net Proceeds " means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received 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, and sales commissions, and 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 (or if the Company is a
Flow-Through Entity, Permitted Tax Distributions made or which may be made by
the Company with respect to income or gain arising as a result of such Asset
Sale), and

                                       13

<PAGE>

amounts required to be applied to the repayment of Indebtedness, secured by a
Lien on the asset or assets that were the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

          "Non-Recourse Debt" means Indebtedness: (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender; (ii) no default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit upon notice, lapse of
time or both any holder of any other Indebtedness (other than the Notes) of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

          "Non-U.S. Person" means a Person who is not a U.S. Person.

          "Note Guarantee" means the Guarantee by each Subsidiary Guarantor of
the Company's payment obligations under this Indenture and on the Notes,
executed pursuant to the provisions of this Indenture.

          "Notes" means the 10 1/8% Senior Subordinated Notes due 2010 of the
Company issued on the date hereof and the Exchange Notes, Additional Notes
(except for purposes of Section 4.09) and Exchange Notes in respect of
Additional Notes. The Notes and the Additional Notes, if any, shall be treated
as a single class for all purposes under this Indenture.

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

          "Offering Memorandum" means the offering memorandum of the Issuers for
the offering of the Notes, dated April 4, 2002.

          "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice President of such Person, or any
individual who performs an equivalent function and has the title Manager, in
each case, of such Person or of the entity that manages such Person.

          "Officers' Certificate " means a certificate signed on behalf of the
Company by at least two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Company or of the entity that manages
the Company, that meets the requirements of Section 13.05 hereof.

          "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof; provided,

                                       14

<PAGE>

however, that such legal counsel shall not be an employee of, or internal
counsel to, the Company, or any of its Subsidiaries.

          "Parent" means any director or indirect parent company of the Company,
it being understood that ASC Inc. so long as it owns less than 50% interest in
the Company, is not a Parent.

          "Participant " means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and with respect to the Depository Trust Company,
shall include Euroclear and Clearstream).

          "Pari Passu Indebtedness" means: (i) with respect to the Company,
Indebtedness which by its terms expressly ranks equal in right of payment to the
Notes; and (ii) with respect to any Guarantor, Indebtedness which by its terms
expressly ranks equal in right of payment to the Guarantee of such Guarantor.

          "Permitted Business" means any business conducted or proposed to be
conducted (as described in the Offering Memorandum) by the Company and its
Restricted Subsidiaries on the date hereof and other businesses reasonably
related or ancillary thereto.

          "Permitted Investment " means (i) any Investment in the Company or in
a Wholly Owned Restricted Subsidiary of the Company that is a Guarantor and any
Investment representing Indebtedness incurred by a Restricted Subsidiary in
compliance with clause 6(A) of Section 4.09; (ii) any Investment in Cash
Equivalents; (iii) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment: (a) such Person
becomes a Wholly Owned Restricted Subsidiary of the Company and is a Guarantor,
or (b) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Wholly Owned Restricted Subsidiary of the Company that is a
Guarantor; (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10; (v) any acquisition of assets solely in exchange for the
issuance of Equity Interests (other than Disqualified Stock) of the Company;
(vi) Hedging Obligations; (vii) any Investment received in compromise or
settlement of obligations of any Person incurred in the ordinary course of
business, including pursuant to any plan or reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer;
(viii) Investments in prepaid expenses, negotiable instruments held for
collection and lease, utility, worker's compensation, performance and other
similar deposits provided to third parties in the ordinary course of business;
(ix) loans and advances to directors, officers and employees of the Company or
its Restricted Subsidiaries in the ordinary course of business in an amount not
to exceed $1.0 million at any one time outstanding; (x) foreign currency
received in the ordinary course of business (and related deposit accounts) or
held by the Company or any Restricted Subsidiary in the ordinary course of
business in connection with entering into or fulfilling Hedging Obligations; and
deposits made or other cash collateral provided with respect to Hedging
Obligations; (xi) Investments in existence, or made pursuant to legally binding
written commitments in existence, on the date of the Indenture; (xii)
Investments in any of the Notes or Exchange Notes; and (xiii) other Investments
in any Person or Persons having an aggregate fair market value (measured on the
date each such Investment was made and without giving effect to

                                       15

<PAGE>

subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (xiii) since the date hereof, not to exceed $25.0
million at any time outstanding.

          "Permitted Junior Securities" means: (i) Equity Interests in either of
the Issuers or any Guarantor; or (ii) debt securities that are subordinated to
all Senior Debt and to any debt securities issued in exchange for Senior Debt to
substantially the same extent as, or to a greater extent than, the Notes and the
Note Guarantees are subordinated to Senior Debt under this Indenture.

          "Permitted Liens" means: (i) Liens in favor of the Company or any
Restricted Subsidiary; (ii) Liens on property of a Person existing at the time
such Person is merged with or into or consolidated with the Company or any
Restricted Subsidiary of the Company; 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 the
Company or the Restricted Subsidiary; (iii) Liens on property existing at the
time of acquisition thereof by the Company or any Restricted Subsidiary of the
Company; provided that such Liens were in existence prior to the contemplation
of such acquisition and do not extend to any property other than the property so
acquired by the Company or the Restricted Subsidiary; and (iv) Liens existing on
the date hereof.

          "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted 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 (or accreted value, if applicable) of the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(plus all accrued interest thereon and the amount of any reasonably determined
premium necessary to accomplish such refinancing and such reasonable 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 subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in
right of payment to the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (iv) such
Indebtedness is incurred either (a) by the Company or (b) by the Restricted
Subsidiary that is the obligor on the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded.

          "Permitted Tax Distributions" means, for or in respect of any fiscal
year or other tax period of the Company (each a "Tax Period"), a distribution to
Parent (for distribution to the ultimate owners of Parent (the "Ultimate Owners
")) and the other members of the Company in an amount equal to the product of
(x) each amount included in the Taxable Income of the Company for such Tax
Period multiplied by (y) the Assumed Tax Rate with respect to each such amount.
Permitted Tax Distributions shall be calculated and made in advance of the

                                       16

<PAGE>

dates on which estimated tax payments relating to the pertinent Tax Period are
due, and shall be made without regard to the actual tax status of any Ultimate
Owner or member of the Company.

          "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

          "Principals" means Centre Partners Management LLC and any funds
managed by Centre Partners Management LLC or its affiliates, the Management
Investors, Coastal Villages Pollock LLC and Central Bering Sea Fishermen's
Association.

          "Private Placement Legend" means the legend set forth in Section
2.07(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

          "Public Equity Offering" means an offer and sale of common stock
(other than Disqualified Stock) of (i) the Company, (ii) a Parent or (iii) any
member of a Parent organized for the purpose of achieving, directly or
indirectly, public ownership of a Parent, in each case pursuant to a
registration statement that had been declared effective by the SEC pursuant to
the Securities Act (other than a registration statement on Form S-8 or otherwise
relating to equity securities issuable under any employee benefit plan of the
Company).

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Recapitalization" means the Recapitalization and all related
financing transactions as described in the Offering Memorandum.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of April 18, 2002, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

          "Regulation S" means Regulation S promulgated under the Securities
Act.

          "Regulation S Global Note" means a Regulation S Temporary Global Note
or a Regulation S Permanent Global Note, as appropriate.

          "Regulation S Permanent Global Note" means a permanent Global Note in
the form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount at maturity of the Regulation S Temporary Global
Note upon expiration of the Restricted Period.

          "Regulation S Temporary Global Note" means a temporary Global Note in
the form of Exhibit A2 hereto bearing the Global Note Legend, the Private
Placement Legend and the Temporary Regulation S Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount at maturity of the
Notes initially sold in reliance on Rule 903 of Regulation S.

                                       17

<PAGE>

          "Related Party" means (i) with respect to any Principal other than an
individual, any controlling stockholder, partner, member, or 80% (or more) owned
Subsidiary; (ii) with respect to any Principal other than an individual, any
trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80% or more
controlling interest of which consist of any one or more Principals and/or such
other Persons referred to in the immediately preceding clause (i); or (iii) with
respect to any Principal that is an individual, (x) any immediate family member,
heir, executor or legal representative of such individual or (y) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of any one or more individuals who are Management
Investors or members of their immediate families.

          "Representative" means the Trustee, agent or representative for any
Senior Debt.

          "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

          "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

          "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

          "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated the Securities Act.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

                                       18

<PAGE>

          "Senior Debt" means: (i) all Indebtedness of either Issuer or any
Guarantor outstanding under Credit Facilities and all Hedging Obligations with
respect thereto including, without limitation, obligations to pay principal,
premium and interest, reimbursement obligations under letters of credit,
indemnities, fees and expenses; (ii) any other Indebtedness of either Issuer or
any Guarantor, 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 the Notes or any Note Guarantee; and (iii) all Obligations with
respect to the items listed in the preceding clauses (i) and (ii) (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the
rate provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law). Notwithstanding anything to
the contrary in the preceding, Senior Debt shall not include: (i) any liability
for federal, state, local or other taxes owed or owing by either Issuer; (ii)
any Indebtedness of the Company to any of its Subsidiaries or other Affiliates;
(iii) any trade payables; or (iv) the portion of any Indebtedness that is
incurred in violation of this Indenture.

          "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

          "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of the Indenture; provided, however, that every reference to 10% in
such definition shall be 5% for purposes of the Notes.

          "Special Distribution" means the distribution (i) of an amount equal
to the excess of (x) the sum of (1) cash on hand at the Closing Date generated
from operations, (2) amounts initially borrowed under our Credit Agreement (it
being understood and agreed that the amount drawn on the Company's revolving
credit borrowing shall not exceed $10.9 million; provided, however, that if the
Company (including any of its affiliates that are a party to the Credit
Agreement) increases the amount it borrows under its new term loan borrowings
that form part of the Credit Agreement, there will be an equivalent dollar for
dollar decrease to the $10.9 million drawn on the revolving credit borrowings
that form part of the Credit Agreement) and (3) gross proceeds from the issuance
and sale of the Notes over (y) the sum of (1) amounts required to repay our
existing Credit Facilities, including any accrued interest and other costs
associated therewith and (2) transaction costs described under "Use of Proceeds"
in the Offering Memorandum (it being understood and agreed that a portion of the
amount determined pursuant to this section (i) will be used to repay all amounts
outstanding with respect to the senior subordinated promissory notes issued by
ASC, Inc. and by American Seafoods Holdings LLC to Norway Seafoods AS) and (ii)
by the Company to American Seafoods Holdings LLC of all of the Capital Stock
held by the Company in Pacific Longline Company LLC, a Washington limited
liability company, and its Subsidiaries, in each case on or prior to the Closing
Date as part of the Recapitalization.

          "Standard & Poor's" means Standard & Poor's Ratings Group and any
successor thereof.

          "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

                                       19

<PAGE>

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 Indebtedness" means (i) with respect to the Company, any
Indebtedness of the Company which is by its terms expressly subordinated in
right of payment to the Notes and (ii) with respect to any Guarantor, any
Indebtedness of such Guarantor which is by its terms expressly subordinated in
right of payment to the Guarantee of such Guarantor.

          "Subsidiary" means, with respect to any specified Person: (i) any
corporation, association 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 or
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 one or more
Subsidiaries of such Person (or any combination thereof).

          "Subsidiary Guarantor" means each Wholly Owned Restricted Subsidiary
that is a Domestic Subsidiary of the Company other than American Seafoods, Inc.,
a co-obligor on the Notes.

          "Taxable Income" means, for any Tax Year, the taxable income of the
Company determined for Federal income tax purposes as if the Company were an
individual for Federal income tax purposes; provided, however, that such taxable
income shall be reduced by the aggregate amount of net losses from prior fiscal
years of the Company beginning on or after January 28, 2000 except to the extent
that such net losses have already been taken into account in determining Taxable
Income for any Tax Year.

          "Total Assets" means the total consolidated assets of the Company and
its Restricted Subsidiaries, as shown on the most recent consolidated balance
sheet of the Company.

          "Temporary Regulation S Legend" means the legend set forth in Section
2.07(h) hereof, which is required to be placed on the Regulation S Temporary
Global Note.

          "TIA" means the Trust Indenture Act of 1939, as in effect on the date
on which this Indenture is qualified under the TIA.

          "Trustee" means Wells Fargo Bank Minnesota, National Association, a
national banking association, until a successor replaces it in accordance with
the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.

          "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

                                       20

<PAGE>

          "Unrestricted Global Note" means a permanent Global Note substantially
in the form of Exhibit A1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

          "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
board resolution, but only to the extent that such Subsidiary: (i) has no
Indebtedness other than Non-Recourse Debt; (ii) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company; (iii) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; and (iv) has at least one
director on its Board of Directors that is not a director or executive officer
of the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries.

          Any designation of a Restricted Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the board resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Sections 4.07 and
4.17. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, the Company
shall be in default of such Section 4.09.

          "U.S. Person" means a U.S. person as defined in Rule 902(k) under the
Securities Act.

          "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

          "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 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.

                                       21

<PAGE>

          "Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than shares of Capital Stock
constituting directors' qualifying shares or shares of Capital Stock of foreign
Restricted Subsidiaries required to be owned by foreign nationals under
applicable law) shall at the time be owned by such Person or by one or more
Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned
Restricted Subsidiaries of such Person.

Section 1.02 Other Definitions.
             -----------------

                                                                         Defined
                                                                           in
Term                                                                     Section
----                                                                     -------

"Act".................................................................    13.14
"Affiliate Transaction"...............................................     4.11
"Asset Sale Offer"....................................................     4.10
"Authentication Order"................................................     2.02
"Change of Control Offer".............................................     4.15
"Change of Control Payment"...........................................     4.15
"Change of Control Payment Date"......................................     4.15
"Covenant Defeasance".................................................     8.03
"DTC".................................................................     2.01
"Equity Based Awards".................................................     1.01
"Event of Default"....................................................     6.01
"Excess Proceeds".....................................................     4.10
"Flow-Through Entity".................................................     4.07
"incur"...............................................................     4.09
"Initial Lien"........................................................     4.12
"Legal Defeasance"....................................................     8.02
"Offer Amount"........................................................     3.10
"Offer Period"........................................................     3.10
"Paying Agent"........................................................     2.04
"Payment Blockage Notice".............................................    10.03
"Payment Blockage Period".............................................    10.03
"Payment Default".....................................................     6.01
"Permitted Debt"......................................................     4.09
"Purchase Date".......................................................     3.10
"Registrar"...........................................................     2.04
"Related Judgment"....................................................    13.09
"Related Proceedings".................................................    13.09
"Repurchase Offer"....................................................     3.10
"Restricted Payments".................................................     4.07
"Specified Courts"....................................................    13.09
"Tax Period"..........................................................     1.01
"Trustee".............................................................    12.02
"Ultimate Owners".....................................................     1.01

                                       22

<PAGE>

                                                                         Defined
                                                                           in
Term                                                                     Section
----                                                                     -------

Section 1.03 Incorporation by Reference of Trust Indenture Act.
             -------------------------------------------------

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

          The following TIA terms used in this Indenture have the following
meanings:

          "indenture securities" means the Notes;

          "indenture security Holder" means a Holder of a Note;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" on the Notes means the Company and any successor obligor
     upon the Notes.

          All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04 Rules of Construction.
             ---------------------

          Unless the context otherwise requires:

          (a) a term has the meaning assigned to it;

          (b) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (c) "or" is not exclusive;

          (d) words in the singular include the plural, and in the plural
     include the singular;

          (e) provisions apply to successive events and transactions; and

          (f) references to sections of or rules under the Securities Act shall
     be deemed to include substitute, replacement of successor sections or rules
     adopted by the SEC from time to time.

                                       23

<PAGE>

                                  ARTICLE TWO
                                   THE NOTES

Section 2.01 Form and Dating.
             ---------------

          (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A1 or A2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be (i) initially issued in registered, global form without interest coupons and
(ii) only shall be in denominations of $1,000 and integral multiples of $1,000.

          The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

          (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A1 or A2 attached hereto (including the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Notes issued in definitive form shall be substantially in the
form of Exhibit A1 attached hereto (but without the Global Note Legend thereon
and without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee in accordance
with instructions given by the Holder thereof as required by Section 2.07
hereof.

          (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for The Depository Trust
Company ("DTC") in New York, New York, and registered in the name of the
Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Restricted
Period shall be terminated upon the receipt by the Trustee of (i) a written
certificate from Euroclear and Clearstream certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount at maturity of the Regulation S Temporary Global Note (except
to the extent of any Beneficial Owners thereof who acquired an interest therein
during the Restricted Period pursuant to another exemption from registration
under the Securities Act and who shall take delivery of a beneficial ownership
interest in a 144A Global Note bearing a Private Placement Legend, all as
contemplated by Section 2.07(a)(ii) hereof), and

                                       24

<PAGE>

(ii) an Officers' Certificate from the Company. Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in Regulation S Permanent
Global Notes pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided.

          (d) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream (and any successor provisions)
shall be applicable to transfers of beneficial interests in the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes that are held
by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.
             ----------------------------

          Two Officers of each Issuer shall sign the Notes for each Issuer by
manual or facsimile signature.

          If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

          A Note shall not be valid until authenticated by the manual signature
of the Trustee. Such signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

          The aggregate principal amount of Notes (other than Notes issued in
exchange, substitution or replacement, including Exchange Notes and Notes issued
under Section 2.08) which may be authenticated and delivered under this
Indenture shall be limited to a maximum aggregate principal amount of $400
million.

          The Trustee shall, upon a written order of the Issuers signed by two
Officers of each Issuer (an "Authentication Order"), authenticate Notes for
original issue up to the aggregate principal amount of $400 million, of which
$175 million will be issued on the date of this Indenture and Notes issued in
exchange, substitution or replacement therefor, including Exchange Notes and
Notes issued under Section 2.08.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03 Methods of Receiving Payments on the Notes.
             ------------------------------------------

                                       25

<PAGE>

          If a Holder of Notes has given wire transfer instructions to the
Company, the Issuers shall pay all principal, interest and premium and
Liquidated Damages, if any, on that Holder's Notes in accordance with those
instructions. All other payments on Notes shall be made at the office or agency
of the Paying Agent and Registrar within the City and State of New York unless
the Issuers elect to make interest payments by check mailed to the Holders at
their addresses set forth in the register of Holders.

Section 2.04 Paying Agent and Registrar for the Notes.
             ----------------------------------------

          The Issuers shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Issuers may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Issuers may change the
Paying Agent or Registrar without prior notice to any Holder. The Issuers shall
promptly notify the Trustee in writing of the name and address of any Agent not
a party to this Indenture. If the Issuers fail to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers
or any of their Subsidiaries may act as Paying Agent or Registrar.

          The Issuers initially appoint DTC to act as Depositary with respect to
the Global Notes.

          The Issuers initially appoint the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.05 Paying Agent to Hold Money in Trust.
             -----------------------------------

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
shall notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or one of its
Subsidiaries) shall have no further liability for the money. If the Company or
one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.06 Holder Lists.
             ------------

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA (S) 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may

                                       26

<PAGE>

reasonably require of the names and addresses of the Holders of Notes and the
Company shall otherwise comply with TIA (S) 312(a).

Section 2.07 Transfer and Exchange.
             ---------------------

          (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary; (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; provided that in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
under the Securities Act; or (iii) there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes. Upon the occurrence of
any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.07(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.07(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

          (i) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Temporary Global Note may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Note may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted

                                       27

<PAGE>

     Global Note. No written orders or instructions shall be required to be
     delivered to the Registrar to effect the transfers described in this
     Section 2.07(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.07(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above; provided that in no event shall
     Definitive Notes be issued upon the transfer or exchange of beneficial
     interests in the Regulation S Temporary Global Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903 under the Securities Act.
     Upon consummation of an Exchange Offer by the Company in accordance with
     Section 2.07(f) hereof, the requirements of this Section 2.07(b)(ii) shall
     be deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the Holder
     of such beneficial interests in the Restricted Global Notes. Upon
     satisfaction of all of the requirements for transfer or exchange of
     beneficial interests in Global Notes contained in this Indenture and the
     Notes or otherwise applicable under the Securities Act, the Trustee shall
     adjust the principal amount at maturity of the relevant Global Notes
     pursuant to Section 2.07(i) hereof.

          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.07(b)(ii) above and the
     Registrar receives the following:

               (A) if the transferee shall take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof; and

               (B) if the transferee shall take delivery in the form of a
          beneficial interest in the Regulation S Temporary Global Note or
          Regulation S Permanent Global Note, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof.

                                       28

<PAGE>

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     Holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.07(b)(ii) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          Broker-Dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof; or

                    (2) if the Holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the

                                       29

<PAGE>

aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (i) Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. If any Holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such Holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          and opinion in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

               (F) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item 3(c) thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof,
     and the Company shall execute and the Trustee shall authenticate and
     deliver to the Person designated in the instructions a Definitive Note in
     the appropriate principal amount. Any Definitive Note issued in exchange
     for a beneficial interest in a Restricted Global Note pursuant to this
     Section 2.07(c)(i) shall be registered in such name or names and in such
     authorized

                                       30

<PAGE>

     denomination or denominations as the Holder of such beneficial interest
     shall instruct the Registrar through instructions from the Depositary and
     the Participant or Indirect Participant. The Trustee shall deliver such
     Definitive Notes to the Persons in whose names such Notes are so
     registered. Any Definitive Note issued in exchange for a beneficial
     interest in a Restricted Global Note pursuant to this Section 2.07(c)(i)
     shall bear the Private Placement Legend and shall be subject to all
     restrictions on transfer contained therein.

          (ii) Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.07(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Notes. A Holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Unrestricted Definitive
     Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a
          Broker-Dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does not bear the Private
               Placement Legend, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (2) if the Holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not

                                       31

<PAGE>

               bear the Private Placement Legend, a certificate from such Holder
               in the form of Exhibit B hereto, including the certifications in
               item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
     Definitive Notes. If any Holder of a beneficial interest in an Unrestricted
     Global Note proposes to exchange such beneficial interest for a Definitive
     Note or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Note, then, upon satisfaction of the
     conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall cause
     the aggregate principal amount of the applicable Global Note to be reduced
     accordingly pursuant to Section 2.07(i) hereof, and the Company shall
     execute and the Trustee shall authenticate and deliver to the Person
     designated in the instructions an Unrestricted Definitive Note in the
     appropriate principal amount. Any Definitive Note issued in exchange for a
     beneficial interest pursuant to this Section 2.07(c)(iv) shall be
     registered in such name or names and in such authorized denomination or
     denominations as the Holder of such beneficial interest shall instruct the
     Registrar through instructions from the Depositary and the Participant or
     Indirect Participant. The Trustee shall deliver such Definitive Notes to
     the Persons in whose names such Notes are so registered. Any Definitive
     Note issued in exchange for a beneficial interest pursuant to this Section
     2.07(c)(iv) shall not bear the Private Placement Legend.

          (d) Transfer and Exchange of Definitive Notes for Beneficial
     Interests.

          (i) Restricted Definitive Notes to Beneficial Interests in Restricted
     Global Notes. If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive Notes to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Note,
     then, upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Note proposes to
          exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (1) thereof;

               (C) if such Restricted Definitive Note is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or

                                       32

<PAGE>

          Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications and opinion in item (3)(a) thereof;

               (E) if such Restricted Definitive Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

               (F) if such Restricted Definitive Note is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

     the Trustee shall cancel the Restricted Definitive Note, increase or cause
     to be increased the aggregate principal amount of, in the case of clause
     (A) above, the appropriate Restricted Global Note, in the case of clause
     (B) above, the 144A Global Note, and in the case of clause (C) above, the
     Regulation S Global Note, and in all other cases the 144A Global Note.

          (ii) Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note
     only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global

                                       33

<PAGE>

               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(c) thereof; or

                    (2) if the Holder of such Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (iii) Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Definitive Notes to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note at any
     time. Upon receipt of a request for such an exchange or transfer, the
     Trustee shall cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal amount of one of
     the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
     or (iii) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company shall issue and, upon receipt of an Authentication
     Order in accordance with Section 2.02 hereof, the Trustee shall
     authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the principal amount of Definitive Notes so
     transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(e).

          (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take

                                       34

<PAGE>

     delivery thereof in the form of a Restricted Definitive Note if the
     Registrar receives the following:

               (A) if the transfer shall be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer shall be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer shall be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof; or

                    (2) if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

                                       35

<PAGE>

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

          (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
     A Holder of Unrestricted Definitive Notes may transfer such Notes to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Note. Upon receipt of a request to register such a transfer, the Registrar
     shall register the Unrestricted Definitive Notes pursuant to the
     instructions from the Holder thereof.

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amount. Any
Notes that remain outstanding after the consummation of the Exchange Offer, and
Exchange Notes issued in connection with the Exchange Offer, shall be treated as
a single class of securities under this Indenture.

          (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

          (i) Private Placement Legend. Except as permitted below, each Global
Note and each Definitive Note (and all Notes issued in exchange therefore or
substitution thereof) shall bear the legend in substantially the following form:

               THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
          ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
          THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
          ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY
          EVIDENCED HEREBY IS HEREBY

                                       36

<PAGE>

          NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
          PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
          THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
          BENEFIT OF THE ISSUERS THAT: (A) SUCH SECURITY MAY BE OFFERED, RESOLD,
          PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)(a) TO A PERSON WHOM THE
          SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
          DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
          MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING
          THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE
          UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO AN
          INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
          (2), (3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
          INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
          SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE
          FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER
          IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN
          $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH
          TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN
          ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
          OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
          ISSUERS SO REQUEST), (ii) TO THE ISSUERS OR (iii) PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
          ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
          ANY OTHER APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL, AND EACH
          SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
          SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
          ABOVE.

     Notwithstanding the foregoing, any Global Note or Definitive Note issued
     pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii),
     (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes issued in
     exchange therefore or substitution thereof) shall not bear the Private
     Placement Legend.

          (ii) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:

          THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH

                                       37

<PAGE>

          NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE
          INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
          PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL
          NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
          SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY.

          (h) Regulation S Temporary Global Note Legend. The Regulation S
Temporary Global Note shall bear a legend in substantially the following form:

          THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
          THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
          NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
          THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
          GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

          (i) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.12 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who shall take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

          (j) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Global Notes and Definitive
Notes upon the Company's order or at the Registrar's request.

          (ii) No service charge shall be made to a Holder of a beneficial
interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.11,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

                                       38

<PAGE>

          (iii) The Registrar shall not be required to register the transfer of
or exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

          (iv) All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid and legally binding obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or
exchange.

          (v) The Issuers shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day of selection,
(B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (C) to register the transfer of or to exchange a Note
between a record date and the next succeeding interest payment date.

          (vi) Prior to due presentment for the registration of a transfer of
any Note, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Notes and Definitive Notes
in accordance with the provisions of Section 2.02 hereof.

          (viii) All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.07 to
effect a registration of transfer or exchange may be submitted by facsimile with
the original to follow by first class mail.

Section 2.08 Replacement Notes.
             -----------------

          (a) If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
and the Company's requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced. The Company may charge for its expenses in replacing a
Note.

          (b) Every replacement Note issued pursuant to this Section 2.08 is an
additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

Section 2.09 Outstanding Notes.
             -----------------

                                       39

<PAGE>

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

          If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

          If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

          If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any of the foregoing) holds, on a redemption date or maturity
date, money sufficient to pay Notes payable on that date, then on and after that
date such Notes shall be deemed to be no longer outstanding and shall cease to
accrue interest.

Section 2.10 Treasury Notes.
             --------------

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.11 Temporary Notes.
             ---------------

          Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.12 Cancellation.
             ------------

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its procedures for the disposition of canceled

                                       40

<PAGE>

securities in effect as of the date of such disposition (subject to the record
retention requirement of the Exchange Act). Certification of the disposition of
all canceled Notes shall be delivered to the Company. Subject to Section 2.07(f)
and Section 2.08 hereof the Company may not issue new Notes to replace Notes
that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.13 Defaulted Interest.
             ------------------

          If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

Section 2.14 CUSIP Numbers.
             -------------

          The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                 ARTICLE THREE
                           REDEMPTION AND PREPAYMENT;
                           SATISFACTION AND DISCHARGE

Section 3.01 Notices to Trustee.
             ------------------

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed.
             ---------------------------------

                                       41

<PAGE>

          If less than all of the Notes are to be redeemed at any time, the
Trustee shall select Notes for redemption as follows: (i) if the Notes are
listed, in compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or (ii) if the Notes are not so listed,
on a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate.

          No Notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each Holder of Notes to be redeemed at its
registered address. Notices of redemption may not be conditional.

          If any Note is to be redeemed in part only, the notice of redemption
that relates to that Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed
portion of the original Note will be issued in the name of the Holder thereof
upon cancellation of the original Note. Notes called for redemption become due
on the date fixed for redemption. On and after the redemption date, interest
ceases to accrue on Notes or portions of them called for redemption.

Section 3.03 Notice of Redemption.
             --------------------

          Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

          The notice shall identify the Notes to be redeemed and shall state:

          (a) the redemption date;

          (b) the redemption price;

          (c) if any Note is being redeemed in part, the portion of the
     principal amount at maturity of such Note to be redeemed and that, after
     the redemption date upon surrender of such Note, a new Note or Notes in
     principal amount equal to the unredeemed portion of the original Note shall
     be issued in the name of the Holder thereof upon cancellation of the
     original Note;

          (d) the name and address of the Paying Agent;

          (e) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price and become due on the date fixed for
     redemption;

          (f) that, unless the Company defaults in making such redemption
     payment, interest, and Liquidated Damages, if any, on Notes called for
     redemption ceases to accrue on and after the redemption date;

          (g) the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes called for redemption are being redeemed; and

                                       42

<PAGE>

          (h) that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

Section 3.04 Effect of Notice of Redemption.
             ------------------------------

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption Price.
             ---------------------------

          One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest and Liquidated Damages, if any, on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest and Liquidated Damages, if
any, shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close
of business on such record date. If any Note called for redemption shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest and Liquidated Damages, if any
shall be paid on the unpaid principal, from the redemption date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section
4.01 hereof.

Section 3.06 Notes Redeemed in Part.
             ----------------------

          Upon surrender of a Note that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the
Note surrendered. No Notes in denominations of $1,000 or less shall be redeemed
in part.

Section 3.07 Optional Redemption.
             -------------------

          (a) Except as set forth in clause (b) and (c) of this Section 3.07,
the Issuers shall not have the option to redeem the Notes pursuant to this
Section 3.07 prior to April 15,

                                       43

<PAGE>

2006. After April 15, 2006, the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on April
15 of the years indicated below:

Year                                                 Percentage
----                                                 ----------
2006..............................................    105.063%

2007..............................................    102.531%

2008 and thereafter...............................    100.000%

          (b) At any time prior to April 15, 2005, the Company may redeem up to
35% of the aggregate principal amount of Notes issued under this Indenture at a
redemption price of 110.125% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, to the redemption date, with the
net cash proceeds of one or more Equity Offerings of the Company; provided that
(A) at least 65% of the aggregate principal amount of the Notes issued under
this Indenture remains outstanding immediately after the occurrence of such
redemption, (excluding Notes held by either of the Issuers and their respective
Subsidiaries); and (B) the redemption must occur within 45 days of the date of
the closing of such Equity Offering.

          (c) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.
             --------------------

          The Issuers shall not be required to make mandatory redemption
payments or sinking fund payments with respect to the Notes.

Section 3.09 Repurchase Offers.
             -----------------

          In the event that, pursuant to Sections 4.10 and 4.15 hereof, the
Company shall be required to commence an offer to all Holders to purchase their
respective Notes (a "Repurchase Offer"), it shall follow the procedures
specified below.

          The Repurchase Offer shall remain open for a period of up to 30
Business Days following its commencement, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Sections 4.10 and 4.15 hereof (the "Offer Amount") or, if
less than the Offer Amount has been tendered, all Notes tendered in response to
the Repurchase Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

                                       44

<PAGE>

          If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Repurchase Offer.

          Upon the commencement of a Repurchase Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Repurchase
Offer. The Repurchase Offer shall be made to all Holders. The notice, which
shall govern the terms of the Repurchase Offer, shall state:

          (a) that the Repurchase Offer is being made pursuant to this Section
     3.09 and Section 4.10 or Section 4.15 hereof, and the length of time the
     Repurchase Offer shall remain open;

          (b) the Offer Amount, the purchase price and the Purchase Date;

          (c) that any Note not tendered or accepted for payment shall continue
     to accrete or accrue interest and Liquidated Damages, if any;

          (d) that, unless the Company defaults in making such payment, any Note
     (or portion thereof) accepted for payment pursuant to the Repurchase Offer
     shall cease to accrete or accrue interest and Liquidated Damages, if any,
     after the Purchase Date;

          (e) that Holders electing to have a Note purchased pursuant to a
     Repurchase Offer may elect to have Notes purchased in integral multiples of
     $1,000 only;

          (f) that Holders electing to have a Note purchased pursuant to any
     Repurchase Offer shall be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Company, a
     depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice at least three days before the Purchase Date;

          (g) that Holders shall be entitled to withdraw their election if the
     Company, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a telegram, telex,
     facsimile transmission or letter setting forth the name of the Holder, the
     principal amount of the Note the Holder delivered for purchase and a
     statement that such Holder is withdrawing his election to have such Note
     purchased;

          (h) that, if the aggregate amount of Notes surrendered by Holders
     exceeds the Offer Amount, the Trustee shall select the Notes to be
     purchased pursuant to the terms of Section 3.02 hereof (with such
     adjustments as may be deemed appropriate by the Trustee so that only Notes
     in denominations of $1,000, or integral multiples thereof, shall be
     purchased); and

                                       45

<PAGE>

          (i) that Holders whose Notes were purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

          On the Purchase Date, the Company shall, to the extent lawful, accept
for payment on a pro rata basis to the extent necessary, the Offer Amount of
Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if
less than the Offer Amount has been tendered, all Notes tendered, and shall
deliver to the Trustee an Officers' Certificate stating that such Notes (or
portions thereof) were accepted for payment by the Company in accordance with
the terms of this Section 3.09. The Company, the Depositary or the Paying Agent,
as the case may be, shall promptly (but in any case not later than five days
after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of Notes tendered by such Holder, as the case may
be, and accepted by the Company for purchase, and the Company, shall promptly
issue a new Note. The Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount at maturity equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
respective Holder thereof. The Company shall publicly announce the results of
the Repurchase Offer on the Purchase Date.

          The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act, and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the repurchase
of the Notes pursuant to a Repurchase Offer. To the extent that the provision of
any securities laws or regulations conflict with the provisions of this Section
3.09, the Company shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 3.09, by virtue of such conflict.

          Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

Section 3.10 Application of Trust Money.
             --------------------------

          All money deposited with the Trustee pursuant to Section 12.02 shall
be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

                                  ARTICLE FOUR
                                   COVENANTS

Section 4.01 Payment of Notes.
             ----------------

          The Issuers shall pay or cause to be paid the principal of premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium,

                                       46

<PAGE>

if any, and interest shall be considered paid on the date due if the Paying
Agent, if other than the Company or one of its Subsidiaries, holds as of 10:00
a.m. Eastern Time on the due date money deposited by the Issuers in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Issuers shall pay all Liquidated Damages, if
any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

          The Issuers shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest,
and Liquidated Damages (without regard to any applicable grace period) at the
same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.
             -------------------------------

          The Issuers shall maintain in the Borough of Manhattan, The City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Issuers shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Issuers shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

          The Issuers may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuers of their obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Issuers shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

          The Issuers hereby designate the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.04 of
this Indenture.

Section 4.03 Reports.
             -------

          (a) Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations:

          (i) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Company were required to file such Forms, including a "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     and, with respect to the annual

                                       47

<PAGE>

     information only, a report on the annual financial statements by the
     Company's certified independent accountants; and

          (ii) all current reports that would be required to be filed with the
     SEC on Form 8-K if the Company were required to file such reports.

          In addition, whether or not required by the SEC, the Company shall
file a copy of all of the information and reports referred to in clauses (i) and
(ii) above with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless the SEC will not accept
such a filing) and make such public information available to securities analysts
and prospective investors upon request. In addition, the Company and the
Guarantors have agreed that, for so long as any Notes remain outstanding, they
will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

          (b) If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, of the financial condition and results of operations of the Company and
its Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company.

Section 4.04 Compliance Certificate.
             ----------------------

          (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled each
and every covenant this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

          (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants or the internal policies of
the Company's independent public accountants which policies shall be approved
and otherwise recognized and enforced on a nationwide basis, the year-end
financial statements delivered pursuant to Section 4.03(a) above shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) in a form

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<PAGE>

satisfactory to such independent public accountants to the effect that in making
the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article Four or Article Five hereof or,
if any such violation has occurred, 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 violation.

          (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith, but in no event later than three Business
Days, upon any Officer becoming aware of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

Section 4.05 Taxes.
             -----

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, any material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.
             ------------------------------

          The Company and each of the Guarantors covenant (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waive all benefit or advantage of any such law, and covenant that they
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.
             -------------------

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

          (1) declare or pay any dividend or make any other payment or
     distribution on account of the Company's or any of its Restricted
     Subsidiaries' Equity Interests (including, without limitation, any payment
     in connection with any merger or consolidation involving the Company or any
     of its Restricted Subsidiaries) or to the direct or indirect holders of the
     Company's or any of its Restricted Subsidiaries' Equity Interests in their
     capacity as such (other than dividends or distributions payable in Equity
     Interests (other than Disqualified Stock) of the Company or to the Company
     or a Restricted Subsidiary of the Company);

          (2) purchase, redeem or otherwise acquire or retire for value
     (including, without limitation, in connection with any merger or
     consolidation involving the

                                       49

<PAGE>

     Company) any Equity Interests of the Company, any direct or indirect parent
     of the Company or any Subsidiary of the Company (other than a Wholly Owned
     Restricted Subsidiary);

          (3) make any voluntary payment on or with respect to, or any voluntary
     purchase, redemption, defeasance or other acquisition or retirement for
     value of, any Subordinated Indebtedness; or

          (4) make any Restricted Investment (all such payments and other
     actions set forth in clauses (1) through (4) above being collectively
     referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

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

          (2) the Company 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 first paragraph of
     Section 4.09; and

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the date hereof (excluding Restricted Payments permitted
     by clauses (2), (3), (5), (6), (7), (8) and (9) of the next succeeding
     paragraph), is less than the sum, without duplication, of:

               (a) 50% of the Consolidated Net Income of the Company for the
          period (taken as one accounting period) from the beginning of the
          first fiscal quarter commencing after the date of this Indenture to
          the end of the Company's 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

               (b) 100% of the aggregate net cash proceeds received by the
          Company since the date of this Indenture as a contribution to its
          common equity capital or from the issue or sale of Equity Interests of
          the Company (other than Disqualified Stock) or from the issue or sale
          of convertible or exchangeable Disqualified Stock or convertible or
          exchangeable debt securities of the Company that have been converted
          into or exchanged for such Equity Interests (other than, in each case
          in this clause (b), Equity Interests (or Disqualified Stock or debt
          securities) sold to a Subsidiary of the Company); plus

               (c) to the extent that any Restricted Investment (including any
          such Restricted Investment in an Unrestricted Subsidiary) that was
          made after the date hereof is sold for cash or otherwise liquidated or
          repaid for cash, the lesser of (i) the cash return of capital with
          respect to such Restricted Investment (net of the

                                       50

<PAGE>

          cost of disposition, if any) and (ii) the initial amount of such
          Restricted Investment, but only if and to the extent such amounts are
          not included in the calculation of Consolidated Net Income.

          So long as (with respect to clauses (4), (5), (6), (8), (10) and (11)
below) no Default has occurred and is continuing or would be caused thereby, the
preceding provisions will not prohibit:

          (1) the payment of any dividend within 60 days after the date of
     declaration thereof, if at said date of declaration such payment would have
     complied with the provisions of this Indenture;

          (2) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of the Company or any
     Guarantor or of any Equity Interests of the Company in exchange for, or out
     of the net cash proceeds of the substantially concurrent sale (other than
     to a Subsidiary of the Company) of, Equity Interests of the Company (other
     than Disqualified Stock); 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 (3)(b) of the
     preceding paragraph;

          (3) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness of the Company or any Guarantor with the net cash
     proceeds from an incurrence of Permitted Refinancing Indebtedness;

          (4) the payment of any dividend by a Restricted Subsidiary of the
     Company to the holders of its common Equity Interests on a pro rata basis;

          (5) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of any Parent, the Company or any Restricted
     Subsidiary of the Company held by any member of the Company's (or any of
     its Restricted Subsidiaries') management pursuant to any management equity
     subscription agreement or stock option agreement in effect as of the date
     of this Indenture or dividends or distributions to effect such
     transactions; provided that the aggregate price paid, dividended or
     distributed for all such repurchased, redeemed, acquired or retired Equity
     Interests shall not exceed $1.0 million in any twelve-month period;

          (6) payment of dividends or distributions by the Company to any Parent
     in amounts required for such person to pay franchise taxes and other fees
     required to maintain its existence and provide for all other actual
     out-of-pocket operating costs of such person, including, without
     limitation, in respect of director fees and expenses, administrative, legal
     and accounting services provided by third parties and costs and expenses
     with respect to filings with the SEC, of up to $500,000 per fiscal year;

          (7) the payment of dividends or distributions by the Company to the
     Company's members (x) for so long as the Company is treated as a
     partnership or disregarded entity for Federal income tax purposes (a
     "Flow-Through Entity"), in an amount equal to the Permitted Tax
     Distributions and (y) for so long as the Company is

                                       51

<PAGE>

     not a Flow-Through Entity but is included in a consolidated or combined
     income tax group with the Parent or any of its Subsidiaries, in an amount
     equal to the Federal, state and local income tax obligations of the Company
     and its Subsidiaries as if the Company and its Subsidiaries filed separate
     income tax returns on a separate company basis; provided that, with respect
     to clause (y) of this clause (7), (a) the amount of dividends and
     distributions paid to enable the Parent to pay Federal, state and local
     income taxes at any time shall not exceed the amount of such Federal, state
     and local income taxes actually owing by the Parent at such time for the
     respective period and (b) any refunds received by the Parent attributable
     to the tax obligations of the Company and its Subsidiaries shall promptly
     be returned by the Parent to the Company;

          (8) (a) repurchases of Capital Stock deemed to occur upon the cashless
     exercise of stock options and warrants; and (b) cash paid in lieu of
     fractional Equity Interests (or dividends or distributions for such
     purpose) in an aggregate amount not to exceed $50,000;

          (9) the payment of the Special Distribution to the members of the
     Company on the Issue Date, as part of the Recapitalization;

          (10) the declaration and payment of dividends and distributions to
     holders of any class or series of Disqualified Stock of the Company issued
     or incurred pursuant to Section 4.09 hereof; provided that the dividends
     and distributions on such Disqualified Stock are included in the
     determination of the Fixed Charges used in computing compliance with such
     covenant; and

          (11) other Restricted Payments not otherwise permitted pursuant to
     this covenant in an aggregate amount not to exceed $10.0 million.

          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 to or by the Company 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
Section shall be determined in good faith by the Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
             ------------------------------------------------------------
Subsidiaries.
------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to:

                                       52

<PAGE>

          (1) pay dividends or make any other distributions on its Capital Stock
     to the Company or any of its Restricted Subsidiaries, or with respect to
     any other interest or participation in, or measured by, its profits, or pay
     any indebtedness owed to the Company or any of its Restricted Subsidiaries;

          (2) make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (3) transfer any of its properties or assets to the Company or any of
     its Restricted Subsidiaries.

          However, the preceding restrictions above shall not apply to
encumbrances or restrictions existing under or by reason of:

          (1) Agreements and instruments relating to Existing Indebtedness as in
     effect on the date of this Indenture and any amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements or
     refinancings thereof, provided that such amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements or
     refinancings are no more restrictive, taken as a whole, than those
     contained in such agreements and instruments, as in effect on the date of
     this Indenture;

          (2) this Indenture, the Notes and the Note Guarantees;

          (3) applicable law;

          (4) any agreement or instrument governing Indebtedness or Capital
     Stock of a Person acquired by the Company or any of its Restricted
     Subsidiaries or merged with or consolidated into any Restricted Subsidiary
     of the Company, in each case, 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; provided that, in the case of Indebtedness, such Indebtedness was
     permitted by the terms of the Indenture to be incurred;

          (5) customary non-assignment provisions in leases or license
     agreements entered into in the ordinary course of business;

          (6) 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 (3) of the first paragraph of this Section
     4.08;

          (7) any agreement for the sale or other disposition of a Restricted
     Subsidiary, or all or substantially all of the assets of a Restricted
     Subsidiary, that restricts distributions by that Restricted Subsidiary
     pending its sale or other disposition;

                                       53

<PAGE>

          (8) Permitted Refinancing Indebtedness, provided that the restrictions
     contained in the agreements governing such Permitted Refinancing
     Indebtedness are no more restrictive, taken as a whole, than those
     contained in the agreements governing the Indebtedness being refinanced;

          (9) Liens securing Indebtedness of the Company or a Restricted
     Subsidiary permitted to be incurred under the terms of the Indenture to the
     extent restricting the transfer of the property or assets subject thereto;

          (10) Restrictions on cash or other deposits imposed by customers under
     agreements entered into in the ordinary course of business;

          (11) Customary supermajority voting provisions and customary
     provisions with respect to the disposition or distribution of assets or
     property, in each case contained in joint venture agreements entered into
     in the ordinary course of business; and

          (12) Restrictions on the transfer of property or assets required by
     any regulatory authority having jurisdiction over the Company or any
     Restricted Subsidiary or any of their businesses.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.
             ----------------------------------------------------------

          The Company will not, and will not permit any of its Restricted
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 Acquired
Debt), and the Company will not issue any Disqualified Stock, and the Company
will not permit any of its Restricted Subsidiaries to issue any Disqualified
Stock or preferred stock; provided, however, that the Company may incur
Indebtedness (including Acquired Debt) and issue shares of Disqualified Stock,
if the Fixed Charge Coverage Ratio for the Company's 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, as the case may be, would have
been at least 2 to 1 on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
at the beginning of such four-quarter period.

          The first paragraph of this Section 4.09 will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

          (1) the incurrence by the Company of Indebtedness under Credit
     Facilities (and the incurrence by the Guarantors of guarantees thereof) in
     an aggregate principal amount at any one time outstanding (with letters of
     credit being deemed to have a principal amount equal to the maximum
     potential liability of the Company and its Restricted Subsidiaries
     thereunder) not to exceed $390 million, plus the excess, if any, of (x)
     $10.9 million over (y) the amounts drawn on the revolving credit facility,
     that form part of the Credit Agreement, on the Closing Date, less the
     aggregate amount of all Net Proceeds of Asset Sales applied by the Company
     or any Restricted Subsidiary to repay any Indebtedness under Credit
     Facilities (and, in the case of any revolving credit

                                       54

<PAGE>

     Indebtedness under a Credit Facility, to effect a corresponding commitment
     reduction thereunder) pursuant to Section 4.10 hereof;

          (2) the incurrence by the Company and any Guarantor of the Existing
     Indebtedness;

          (3) the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Note Guarantees to be issued on
     the date hereof and the Exchange Notes and the related Note Guarantees to
     be issued pursuant to the Registration Rights Agreement;

          (4) the incurrence by the Company of Indebtedness represented by
     Capital Lease Obligations, mortgage financings or purchase money
     obligations, in each case, incurred for the purpose of financing all or any
     part of the purchase price or cost of construction or improvement of
     property, plant or equipment used in the business of the Company or such
     Guarantor, in an aggregate principal amount, including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any
     Indebtedness incurred pursuant to this clause (4), not to exceed $15.0
     million at any time outstanding;

          (5) the incurrence by the Company or any of the Guarantors 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
     first paragraph of this Section 4.09 or clause (2), (3), (4), (5), (14),
     (15) or (16) of this paragraph;

          (6) (A) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries; provided, however, that:

               (a) if the Company or any Guarantor is the obligor on such
          Indebtedness (other than where such Indebtedness is held by the
          Company or a Guarantor), such Indebtedness must be expressly
          subordinated to the prior payment in full in cash of all Obligations
          with respect to the Notes, in the case of the Company, or the Note
          Guarantee, in the case of a Guarantor; and

               (b) (i) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than the Company or a Restricted Subsidiary thereof and (ii) any sale
          or other transfer of any such Indebtedness to a Person that is not
          either the Company or a Restricted Subsidiary thereof, shall be
          deemed, in each case, to constitute an incurrence of such Indebtedness
          by the Company or such Restricted Subsidiary, as the case may be, that
          was not permitted by this clause (6);

               (B) the issuance of Disqualified Stock or preferred stock by any
     Guarantor to the Company or to any other Guarantor; provided, however, that
     (i) any subsequent issuance or transfer of Equity Interests that results in
     any such Disqualified Stock or preferred stock being held by a Person other
     than the Company or a Guarantor and (ii) any sale or other transfer of any
     such Disqualified Stock or preferred stock to a

                                       55

<PAGE>

     Person that is not either the Company or a Guarantor, shall be deemed, in
     each case, to constitute an incurrence of such Disqualified Stock or
     preferred stock by the Company or such Guarantor, as the case may be, that
     was not permitted by this clause (6);

          (7) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations entered into for bona fide hedging
     purposes in the ordinary course of business, and not for speculative
     purposes;

          (8) the guarantee by any of the Guarantors of Indebtedness of the
     Company that was permitted to be incurred by another provision of this
     Section 4.09;

          (9) the accrual of interest, the accretion or amortization of original
     issue discount and the payment of interest on any Indebtedness in the form
     of additional Indebtedness with the same terms will not be deemed to be an
     incurrence of Indebtedness for purposes of this Section 4.09; provided, in
     each such case, that the amount thereof is included in Fixed Charges of the
     Company as accrued;

          (10) the incurrence by the Company's Unrestricted Subsidiaries of Non-
     Recourse Debt; provided, however, that if any such Indebtedness ceases to
     be Non- Recourse Debt of an Unrestricted Subsidiary, such event shall be
     deemed to constitute an incurrence of Indebtedness by a Restricted
     Subsidiary of the Company that was not permitted by this clause (10);

          (11) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness constituting reimbursement obligations with
     respect to letters of credit issued in the ordinary course of business in
     respect of workers' compensation claims, self-insurance or similar
     requirements; provided, however, that, upon the drawing of such letters of
     credit, such obligations are reimbursed within 30 days following such
     drawing;

          (12) the incurrence by the Company or any of its Restricted
     Subsidiaries of obligations in respect of performance, appeal and surety
     bonds, completion guarantees, insurance bonds and other similar bonds
     provided by the Company or such Restricted Subsidiary in the ordinary
     course of business;

          (13) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness arising from agreements of the Company or such
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, incurred or assumed in
     connection with the disposition of any business, assets or Capital Stock of
     a Restricted Subsidiary, other than guarantees of Indebtedness incurred by
     any Person acquiring all or any portion of such business, assets or a
     Subsidiary for the purpose of financing such acquisition; provided that:

               (a) such Indebtedness is not reflected on the balance sheet of
          the Company or any Restricted Subsidiary (contingent obligations
          referred to in a footnote or footnotes to financial statements and not
          otherwise reflected on the balance sheet will not be deemed to be
          reflected on that balance sheet for purpose of this clause (a)); and

                                       56

<PAGE>

               (b) the maximum assumable liability in respect of that
          Indebtedness shall at no time exceed the gross proceeds including
          noncash proceeds (the fair market value of those noncash proceeds
          being measured at the time received and without giving effect to any
          subsequent changes in value) actually received by the Company and/or
          that Restricted Subsidiary in connection with that disposition;

          (14) the incurrence by any Guarantor of Acquired Debt; provided that,
     after giving effect to such Acquired Debt and the related acquisition or
     merger transaction as if the same had occurred at the beginning of the
     applicable four-quarter period, the Company would be permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Fixed Charge
     Coverage Ratio test set forth in the first paragraph of this covenant; and
     provided, further, that the aggregate principal amount of Indebtedness
     incurred pursuant to this clause (14), including all Permitted Refinancing
     Indebtedness incurred to refund, refinance or replace any Indebtedness
     incurred pursuant to this clause (14), shall not exceed $15.0 million at
     any time outstanding;

          (15) the incurrence by any Restricted Subsidiary which is not a Wholly
     Owned Restricted Subsidiary of Indebtedness; provided that, after giving
     effect to such incurrence of Indebtedness and the application of the net
     proceeds therefrom as if the same had occurred at the beginning of the
     applicable four-quarter period, the Company would be permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Fixed Charge
     Coverage Ratio test set forth in the first paragraph of this covenant; and
     provided further that the aggregate principal amount of Indebtedness
     incurred pursuant to this clause (15), including all Permitted Refinancing
     Indebtedness incurred to refund, refinance or replace any Indebtedness
     incurred pursuant to this clause (15), shall not exceed $25.0 million at
     any time outstanding; and

          (16) the incurrence by the Company of additional Indebtedness in an
     aggregate principal amount, including all Permitted Refinancing
     Indebtedness incurred to refund, refinance or replace any Indebtedness
     incurred pursuant to this clause (16), not to exceed $10.0 million at any
     time outstanding.

          For purposes of determining compliance with this Section 4.09, in the
event that any proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (16) above, or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company will be permitted to classify such item of Indebtedness on the date
of its incurrence, or later reclassify, in any manner that complies with this
Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued and authenticated hereunder shall be deemed to have
been incurred on such date in reliance on the exception provided by clause (1)
of the definition of Permitted Debt.

Section 4.10 Asset Sales.
             -----------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

                                       57

<PAGE>

          (1) the Company (or the Restricted Subsidiary, 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, sold or
     otherwise disposed of;

          (2) such fair market value is determined by the Company's Board of
     Directors and evidenced by a resolution of the Board of Directors set forth
     in an Officers' Certificate delivered to the Trustee; and

          (3) at least 75% of the consideration therefor received by the Company
     or such Restricted Subsidiary is in the form of cash. For purposes of this
     clause (3) of Section 4.10, each of the following shall be deemed to be
     cash:

               (a) any liabilities (as shown on the Company's or such Restricted
          Subsidiary's most recent balance sheet) of the Company or any
          Restricted Subsidiary (other than contingent liabilities and
          liabilities that are by their terms subordinated to the Notes or any
          Note Guarantee) that are assumed by the transferee of any such assets
          pursuant to a customary written novation agreement that releases the
          Company or such Restricted Subsidiary from further liability;

               (b) any securities, notes or other obligations received by the
          Company or any such Restricted Subsidiary from such transferee that
          are contemporaneously (subject to ordinary settlement periods)
          converted by the Company or such Restricted Subsidiary into cash (to
          the extent of the cash received in that conversion); and

               (c) any Designated Noncash Consideration received by the Company
          or any of its Restricted Subsidiaries in such Asset Sale having a fair
          market value, taken together with all other Designated Noncash
          Consideration received pursuant to this clause (c) that is at that
          time outstanding, not to exceed 7.5% of Total Assets at the time of
          the receipt of such Designated Noncash Consideration, with the fair
          market value of each item of Designated Noncash Consideration being
          measured at the time received without giving effect to subsequent
          changes in value.

          Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option: (i) to repay Senior
Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto; (ii) to acquire all or
substantially all of the assets of a Permitted Business, or a majority of the
Voting Stock of a Person engaged in a Permitted Business that becomes a
Restricted Subsidiary; (iii) to make an investment or a capital expenditure in
or that is used or useful in a Permitted Business; or (iv) to acquire other
long-term assets, other than current assets, in or that are used or useful in a
Permitted Business. Pending the final application of any such Net Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Proceeds in any manner that is not prohibited by this Indenture.

          Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of

                                       58

<PAGE>

Excess Proceeds exceeds $10.0 million, the Company will make an offer to
purchase an ("Asset Sale Offer") to all Holders of Notes and all holders of Pari
Passu Indebtedness containing provisions similar to those set forth in this
Indenture with respect to offers to purchase with the proceeds of sales of
assets to purchase the maximum principal amount of Notes and such Pari Passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be equal to 100% of principal amount plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase, and
will be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such Pari Passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such Pari Passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of Notes and such Pari Passu Indebtedness tendered. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

          The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

Section 4.11 Transactions with Affiliates.
             ----------------------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

          (1) such Affiliate Transaction is on terms that are no less favorable
     to the Company or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction by the Company or such
     Restricted Subsidiary with an unrelated Person; and

          (2) the Company delivers to the Trustee:

               (a) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $2.0 million, a resolution of the Board of Directors set
          forth in an Officers' Certificate certifying that such Affiliate
          Transaction complies with this Section and that such Affiliate
          Transaction has been approved by a majority of the disinterested
          members of the Board of Directors; and

               (b) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $10.0

                                       59

<PAGE>

          million, an opinion as to the fairness to the Company or such
          Restricted Subsidiary of such Affiliate Transaction from a financial
          point of view issued by an accounting, appraisal or investment banking
          firm of national standing.

          The following items shall not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph:

          (1) transactions between or among the Company and/or its Restricted
     Subsidiaries;

          (2) payment of directors' fees and cash compensation, and the
     provision of customary indemnification, in each case consistent with the
     Company's past practice, to directors, officers, employees and managers of
     any Parent or member of the Company or of the Company and its Restricted
     Subsidiaries, in each case for services rendered to the Company and its
     Restricted Subsidiaries;

          (3) Restricted Payments that are permitted by Section 4.07 of this
     Indenture;

          (4) any agreement as in effect or entered into as of the Issue Date
     and described in "Certain Relationships and Related Transactions" of the
     Offering Memorandum or any amendment thereto so long as any such amendment
     is not more disadvantageous to the Company or the relevant Restricted
     Subsidiary or the Holders in any material respect than the original
     agreement as in effect on the Issue Date;

          (5) the reimbursement of out-of-pocket expenses to the Principals or
     their Related Parties and their respective Affiliates for monitoring and
     consulting services rendered by them to the Company and its Restricted
     Subsidiaries in an amount not to exceed $200,000 in any fiscal year;

          (6) payments by the Company or any of its Restricted Subsidiaries
     (directly or through the Parent or member) to the Principals or their
     Related Parties and their respective Affiliates of fees and out-of-pocket
     expenses for any financial advisory, financing, underwriting or placement
     services or in respect of other investment banking activities, including,
     without limitation, in connection with acquisitions or divestitures, which
     payments are approved by the majority of the Disinterested Members of the
     Board of Directors of the Company in good faith and are in an amount not to
     exceed 2.0% of the aggregate transaction value (or portion thereof) in
     respect of which such services are rendered, plus reasonable out-of-pocket
     expenses;

          (7) the issuance of Equity Interests (other that Disqualified Stock)
     of the Company;

          (8) loans to Coastal Villages Pollock LLC and Central Bering Sea
     Fishermen's Association, provided that such loans are approved in good
     faith by a majority of the Disinterested Members of the Board of Directors
     of the Company and the principal amount of such loans at any time
     outstanding does not exceed $500,000;

                                       60

<PAGE>

          (9) transactions with a joint venture engaged in a Permitted Business;
     provided that all the outstanding ownership interests of such joint venture
     are owned only by the Company, its Restricted Subsidiaries and Persons who
     are not Affiliates of the Company;

          (10) payments or loans to officers, directors, employees and managers
     of any Parent or member of the Company or of the Company or any Restricted
     Subsidiary for travel, entertainment, moving and other relocation expenses,
     in each case relating to the business of the Company and its Restricted
     Subsidiaries made in the ordinary course of business and in accordance with
     the policy of the Company, which policy is approved by the Board of
     Directors of the Company in good faith;

          (11) issuance of Capital Stock of the Company in connection with
     employment incentive plans, employee stock plans, employee stock option
     plans and similar plans or arrangements approved by a majority of
     Disinterested Members of the Board of Directors of the Company and in
     accordance with the Company's past practice; and

          (12) transactions with customers, clients, suppliers or purchasers of
     goods or services, in each case in the ordinary course of business which
     are fair to the Company or its Restricted Subsidiaries in the determination
     of the Board of Directors of the Company including a majority of
     Disinterested Members of the Board of Directors.

Section 4.12 Liens.
             -----

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Subordinated Indebtedness or Pari
Passu Indebtedness (other than Permitted Liens) upon any of their property or
assets, or any income or profits therefrom, now owned or hereafter acquired (the
"Initial Lien"), unless all payments due under the Indenture and the Notes are
secured equally and ratably with (or, in the case of Subordinated Indebtedness,
prior to or senior thereto, with the same relative priority as the Notes shall
have with respect to such Subordinated Indebtedness) the obligations so secured.
Notwithstanding the foregoing, any Lien securing the Notes granted pursuant to
this Section 4.12 shall be automatically and unconditionally released and
discharged upon (a) the release by the holders of the Subordinated Indebtedness
or Pari Passu Indebtedness described above of the Initial Lien on the property
or assets of the Company or any Restricted Subsidiary, or (b) any sale or
transfer to any Person not an Affiliate of the Company of the property or assets
secured by such Initial Lien, or of all of the Capital Stock held by the Company
or any Restricted Subsidiary in, or all or substantially all the assets of, the
Restricted Subsidiary creating such Initial Lien (so long as no Lien attaches to
any assets received in consideration for such sale or transfer).

Section 4.13 Business Activities.
             -------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Company and its Restricted Subsidiaries
taken as a whole.

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<PAGE>

Section 4.14 Limitation on Senior Subordinated Debt.
             --------------------------------------

          The Company will not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of the Issuers and senior in any respect in
right of payment to the Notes. No Guarantor will incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate in
right of payment to the Senior Debt of such Guarantor and senior in any respect
in right of payment to such Guarantor's Note Guarantee. Unsecured Indebtedness
is not deemed to be subordinate to secured Indebtedness merely because it is
unsecured, and Indebtedness that is not guaranteed by a particular Person is not
deemed to be subordinate or junior to Indebtedness that is so guaranteed merely
because it is not so guaranteed.

Section 4.15 Offer to Repurchase upon a Change of Control.
             --------------------------------------------

          (a) Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of that Holder's Notes pursuant to
the offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date
of purchase (the "Change of Control Payment"). Within 10 days following any
Change of Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating
(1) that the Change of Control Offer is being made pursuant to this Section 4.15
and that all Notes tendered will be accepted for payment and (2) the purchase
price and the purchase date, which 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"), and containing the other provisions required by Section 3.09. The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the Notes as
a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Indenture
relating to such Change of Control Offer, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations described in this Indenture by virtue thereof.

          (b) By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment
Date, the Company shall, to the extent lawful: (1) accept for payment all Notes
or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions thereof so tendered; and (3) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to each Holder of Notes so tendered the Change of Control Payment for such
Notes, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each
such new Note shall be in a principal amount of $1,000 or an integral multiple
thereof. Prior to complying with this Section 4.15, but in any event within 70
days following a Change of Control, the Company will either repay all
outstanding Senior Debt or obtain the

                                       62

<PAGE>

requisite consents, if any, under all agreements governing outstanding Senior
Debt to permit the repurchase of Notes required by this Section 4.15. The
Company shall publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.

          (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall 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 4.15 and Section 3.09 hereof and all other provisions of this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.16 Limitation on Issuances and Sales of Equity Interests in Restricted
             -------------------------------------------------------------------
Subsidiaries.
------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to convey, sell, or otherwise dispose of any Equity Interests in
any Restricted Subsidiary of the Company to any Person (other than the Company
or a Wholly Owned Restricted Subsidiary of the Company), unless:

          (1) such conveyance, sale, or other disposition is of all the Equity
     Interests in such Restricted Subsidiary and such conveyance, sale or other
     disposition complies with Section 4.10, including the application of the
     Net Proceeds therefrom; or

          (2) if, immediately after giving effect to such conveyance, sale or
     other disposition, such Restricted Subsidiary would no longer constitute a
     Restricted Subsidiary, (i) such conveyance, sale or other disposition is in
     accordance with Section 4.10 hereof, including the application of the Net
     Proceeds therefrom, and (ii) any remaining Investment in such Person would
     have been permitted to be made under Section 4.07 hereof (other than as a
     Permitted Investment) if made on the date of such conveyance, sale, or
     other disposition.

          In addition, the Company will not permit any Restricted Subsidiary of
the Company to issue any of its Equity Interests (other than, if necessary,
shares of its Capital Stock constituting directors' qualifying shares or shares
of Capital Stock of foreign Restricted Subsidiaries required to be owned by
foreign nationals under applicable law) to any Person other than to the Company
or a Wholly Owned Restricted Subsidiary of the Company.

Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.
             -------------------------------------------------------

          The Board of Directors may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if that designation would not cause a Default;
provided that in no event shall (1) ASI be designated an Unrestricted Subsidiary
and (2) the business currently operated by the Company be transferred to or held
by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, the aggregate fair market value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be a Restricted Investment made as of
the time of such designation and that designation will only be permitted if such
Investment would be permitted at that time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

                                       63

<PAGE>

The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (1) such Indebtedness is permitted under
Section 4.09, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.

Section 4.18 Payments for Consent.
             --------------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.19 Limitations on Issuances of Guarantees of Indebtedness.
             ------------------------------------------------------

          The Company will not permit any of its Restricted Subsidiaries which
are not Guarantors, directly or indirectly, to Guarantee or pledge any assets to
secure the payment of any other Indebtedness of the Company unless such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture providing for the Guarantee of the payment of the Notes by such
Restricted Subsidiary, which Guarantee shall be senior to or pari passu with
such Subsidiary's Guarantee of or pledge to secure such other Indebtedness
unless such other Indebtedness is Senior Debt, in which case the Guarantee of
the Notes may be subordinated to the Guarantee of such Senior Debt to the same
extent as the Notes are subordinated to such Senior Debt.

          Notwithstanding the preceding paragraph, any Note Guarantee will
provide by its terms that it will be automatically and unconditionally released
and discharged under the circumstances described in Section 11.06.

Section 4.20 Additional Note Guarantees.
             --------------------------

          If the Company or any of its Restricted Subsidiaries acquires or
creates another Wholly Owned Restricted Subsidiary which is a Domestic
Subsidiary on or after the date of this Indenture, then that newly acquired or
created Domestic Subsidiary must become a Guarantor and execute a supplemental
indenture (in the form of Exhibit D hereto providing for the Guarantee of the
payment of the Notes by such Domestic Subsidiary on the same basis as the
Guarantors at the time of the execution of such supplemental indenture) and
deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date
on which it was acquired or created.

Section 4.21 Restriction on Structure of ASI.
             -------------------------------

          ASI will not, and the Company will not permit ASI to (a) alter, amend
or otherwise change its capital and ownership structure (including that 100% of
the total voting

                                       64

<PAGE>

power of shares of Capital Stock in ASI entitled to vote in the election of
directors shall at all times be directly owned and controlled by the Company),
(b) issue, transfer, convey, sell, lease or otherwise dispose of any of its
Equity Interests to any Person, (c) make any Investment in any Person or (d)
conduct any business other than acting as co-obligor on the Notes.

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01 Merger Consolidation or Sale of Assets.
             --------------------------------------

          The Company may not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:

          (1) either: (a) the Company is the surviving corporation or limited
     liability company; or (b) the Person formed by or surviving any such
     consolidation or merger (if other than the Company) or to which such sale,
     assignment, transfer, conveyance or other disposition shall have been made
     is a corporation or limited liability company, in the case of each of (a)
     and (b) above, organized or existing under the laws of the United States,
     any state thereof or the District of Columbia; provided, however, that, if
     the Person formed by or surviving such consolidation or merger, or the
     transferee of such properties or assets, is a limited liability company,
     then there shall be a Restricted Subsidiary of such Person which shall be a
     corporation organized in the jurisdictions permitted by this clause (1)
     and a co-obligor of the Notes;

          (2) the Person formed by or surviving any such consolidation or merger
     (if other than the Company) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition shall have been made assumes all
     the obligations of the Company under the Notes, this Indenture and the
     Registration Rights Agreement pursuant to agreements reasonably
     satisfactory to the Trustee;

          (3) immediately after such transaction no Default or Event of Default
     exists; and

          (4) the Company or the Person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such sale,
     assignment, transfer, conveyance or other disposition shall have been made
     will, on the date of such transaction after giving pro forma effect thereto
     and any related financing transactions as if the same had occurred at the
     beginning of the applicable four-quarter period, be permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Fixed Charge
     Coverage Ratio test set forth in the first paragraph of Section 4.09.

          In the event of any transactions (other than a lease) described in and
complying with this Section 5.01 in which the Company is not the surviving
Person, such surviving Person or transferee shall succeed to, and be
substituted for, and may exercise any right and power of,

                                       65

<PAGE>

the Company, and the Company shall be discharged from its obligations, under
this Indenture and the Notes, with the same effect as if such successor Person
has been named as the Company herein.

          In addition, neither the Company nor any Restricted Subsidiary may,
directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person except that a
Restricted Subsidiary may lease all or substantially all its properties or
assets in compliance with Section 4.10. This Section 5.01 will not apply to (i)
a sale, assignment, transfer, conveyance or other disposition of assets between
or among the Company and any of its Wholly Owned Restricted Subsidiaries or (ii)
the Recapitalization.

                                  ARTICLE SIX
                             DEFAULTS AND REMEDIES

Section 6.01 Events of Default.
             -----------------

          Each of the following is an "Event of Default":

          (1) default for 30 days in the payment when due of interest on, or
     Liquidated Damages with respect to, the Notes whether or not prohibited by
     the subordination provisions of this Indenture;

          (2) default in payment when due of the principal of, or premium, if
     any, on the Notes, whether or not prohibited by the subordination
     provisions of this Indenture;

          (3) failure by the Company or any of its Restricted Subsidiaries to
     comply with Sections 4.10, 4.15 and 5.01 hereof;

          (4) failure by the Company or any of its Restricted Subsidiaries for
     30 days after notice to comply with any of the other agreements in this
     Indenture;

          (5) default under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
     exists, or is created after the date of this Indenture, if that default:

               (a) is caused by a failure to make any payment when due at final
          maturity of such Indebtedness prior to the expiration of any
          applicable grace period provided in such Indebtedness on the date of
          such default (a "Payment Default"); or

               (b) results in the acceleration of such Indebtedness prior to its
          express maturity

                                       66

<PAGE>

     and, in each case, the principal amount of any such Indebtedness, together
     with the principal amount of any other such Indebtedness under which there
     has been a Payment Default or the maturity of which has been so
     accelerated, aggregates $3,000,000 or more;

          (6) failure by the Company or any of its Restricted Subsidiaries to
     pay final judgments aggregating in excess of $3,000,000, which judgments
     are not paid, discharged or stayed for a period of 60 days;

          (7) except as permitted by this Indenture, any Note Guarantee shall be
     held in any judicial proceeding to be unenforceable or invalid or shall
     cease for any reason to be in full force and effect or any Guarantor, or
     any Person acting on behalf of any Guarantor, shall deny or disaffirm its
     obligations under its Note Guarantee;

          (8) the Company or any of its Significant Subsidiaries, pursuant to or
     within the meaning of Bankruptcy Law:

               (i) commences a voluntary case; or

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

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

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

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

          (9) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (i) is for relief against the Company or any of its Significant
          Subsidiaries, in an involuntary case; or

               (ii) appoints a custodian of the Company or any of its
          Significant Subsidiaries or for all or substantially all of the
          property of the Company or any of its Significant Subsidiaries; or

               (iii) orders the liquidation of the Company or any of its
          Significant Subsidiaries;

     and the order or decree remains unstayed and in effect for 60 consecutive
     days.

Section 6.02 Acceleration.
             ------------

          If any Event of Default (other than an Event of Default specified in
clause (8) or (9) of Section 6.01) occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all principal, premium, if any,

                                       67

<PAGE>

accrued interest and Liquidated Damages, if any, of the Notes to be due and
payable immediately. Upon any such declaration, the Notes shall become due and
payable immediately. If any Event of Default specified in clause (8) or (9) of
Section 6.01 occurs and is continuing, then the principal, premium, if any,
accrued interest and Liquidated Damages, if any, on the Notes shall ipso facto
become and be immediately due and payable without any declaration or other
action on the part of the Trustee or any Holder.

          If any Event of Default occurs by reason of any willful action or
inaction taken or not taken by the Company or on its behalf with the intention
of avoiding payment of the premium that the Company would have had to pay if it
then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon
acceleration of the Notes, an equivalent premium shall also become and be
immediately due and payable, to the extent permitted by law. If an Event of
Default occurs during any time that the Notes are outstanding, by reason of any
willful action or inaction taken or not taken by or on behalf of the Company
with the intention of avoiding the prohibition on redemption of the Notes, then,
the premium specified in this Indenture shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.

Section 6.03 Other Remedies.
             --------------

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, interest, and Liquidated Damages, if any, with respect to, the Notes or to
enforce the performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.
             -----------------------

          Holders of a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee, may on behalf of the Holders of all
of the Notes, waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages, if any, on, or the principal of, the Notes
(including in connection with an offer to purchase) (provided, however, that the
Holders of a majority in principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). The Company shall deliver to the
Trustee an Officer's Certificate stating that the requisite percentage of
Holders have consented to such waiver and attaching copies of such consents. In
case of any such waiver, the Company, the Trustee and the Holders shall be
restored to their former positions and rights hereunder and under the Notes,
respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising

                                       68

<PAGE>

therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05 Control by Majority.
             -------------------

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest or Liquidated
Damages, if any) if it determines that withholding notice is in their interest.

Section 6.06 Limitation on Suits.
             -------------------

          A Holder may pursue a remedy with respect to this Indenture, or the
Notes or the Note Guarantees only if:

          (a) the Holder gives to the Trustee written notice of a continuing
     Event of Default;

          (b) the Holders of at least 25% in principal amount of the then
     outstanding Notes make a written request to the Trustee to pursue the
     remedy;

          (c) such Holder of a Note or Holders of Notes offer and, if requested,
     provide to the Trustee security and indemnity satisfactory to the Trustee
     against any loss, liability or expense that might be incurred by it in
     connection with the request or direction;

          (d) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of and, if requested, the provision of
     indemnity; and

          (e) during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Notes do not give the Trustee a direction
     inconsistent with the request.

          A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.
             ---------------------------------------------

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium, if any, interest
on, and Liquidated Damages, if any, with respect to, the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

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<PAGE>

Section 6.08 Collection Suit by Trustee.
             --------------------------

          If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, interest, and Liquidated Damages, if any,
remaining unpaid on the Notes and interest on overdue principal and premium, if
any, and, to the extent lawful, interest and Liquidated Damages, if any, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.
             --------------------------------

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
or any Guarantor (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other securities or property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

Section 6.10 Priorities.
             ----------

          If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium, if any, interest and Liquidated Damages, if any,
     ratably, without

                                       70

<PAGE>

     preference or priority of any kind, according to the amounts due and
     payable on the Notes for principal, premium, if any, interest, and
     Liquidated Damages, if any, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.
             ---------------------

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than ten
percent (10%) in principal amount of the then outstanding Notes.

                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01 Duties of Trustee.
             -----------------

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

          (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

          (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

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<PAGE>

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, costs, liability or
expense that might be incurred by it in connection with the request or
direction.

          (f) Money held in trust by the Trustee need not be segregated from
other funds or assets except to the extent required by law.

Section 7.02 Certain Rights of Trustee.
             -------------------------

          (a) The Trustee may conclusively rely upon any document (whether in
its original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

          (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                                       72

<PAGE>

          (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

          (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of such event is sent to the Trustee
in accordance with Section 13.02 hereof, and such notice references the Notes.

Section 7.03 Individual Rights of Trustee.
             ----------------------------

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may become a creditor of, or otherwise deal with,
the Company or any of its Affiliates with the same rights it would have if it
were not Trustee. However, in the event that the Trustee acquires any
conflicting interest as described in the TIA, it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue as trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.
             --------------------

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture, it shall not be accountable
for the Company's use of the proceeds from the Notes or any money paid to the
Company or upon the Company's direction under any provision of this Indenture,
it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

Section 7.05 Notice of Defaults.
             ------------------

          If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to the Holders of the Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal of, premium
and Liquidated Damages, if any, or interest on any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.
             ------------------------------------------

          Within 60 days after May 15, beginning with the May 15 following the
date hereof, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA (S) 313(a) (but if no event described in TIA (S) 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with TIA (S) 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA (S) 313(c).

                                       73

<PAGE>

          A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA (S) 313(d). The
Company shall promptly notify the Trustee when the Notes are listed on any
securities exchange or of any delisting thereof.

Section 7.07 Compensation and Indemnity.
             --------------------------

          The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder in
accordance with a written schedule provided by the Trustee to the Company. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

          The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
either of the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

          The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

          To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

          The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

Section 7.08 Replacement of Trustee.
             ----------------------

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<PAGE>

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

          The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

          (a) the Trustee fails to comply with Section 7.10 hereof;

          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c) a Custodian or public officer takes charge of the Trustee or its
     property; or

          (d) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee.

          If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, Etc.
             --------------------------------

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another Person, the
successor Person without any further act shall be the successor Trustee.

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<PAGE>

Section 7.10 Eligibility; Disqualification.
             -----------------------------

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA
(S) 310(b).

Section 7.11 Preferential Collection of Claims Against Company.
             -------------------------------------------------

          The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein. The
Trustee hereby waives any right to set-off any claim that it may have against
the Company in any capacity (other than as Trustee and Paying Agent) against any
of the assets of the Company held by the Trustee; provided, however, that if the
Trustee is or becomes a lender of any other Indebtedness permitted hereunder to
be Pari Passu with the Notes, then such waiver shall not apply to the extent of
such Indebtedness.

                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.
             --------------------------------------------------------

          The Issuers may, at the option of the Board of Directors evidenced by
a resolution set forth in an Officer's Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

Section 8.02 Legal Defeasance and Discharge.
             ------------------------------

                                       76

<PAGE>

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors shall be deemed to have been discharged with
respect to their obligations under the Note Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes and Note Guarantees, respectively, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder:

          (a) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, or interest or premium and Liquidated Damages,
     if any, on such Notes when such payments are due from the trust referred to
     below;

          (b) the Company's obligations with respect to such Notes under Article
     Two and Section 4.02 hereof;

          (c) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's and each of the Guarantor's obligations in
     connection herewith; and

          (d) this Article Eight.

          Subject to compliance with this Article Eight, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.
             -------------------

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, and 4.21 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein

                                       77

<PAGE>

or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through (6) shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.
             ------------------------------------------

          The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

          (a) the Issuers must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of the Notes, cash in United States dollars,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of, or
     interest, premium and Liquidated Damages, if any, on the outstanding Notes
     on the stated maturity or on the applicable redemption date, as the case
     may be, and the Issuers must specify whether the Notes are being defeased
     to maturity or to a particular redemption date;

          (b) in the case of an election under Section 8.02 hereof, the Issuers
     shall have delivered to the Trustee an Opinion of Counsel reasonably
     acceptable to the Trustee confirming that (i) the Issuers have received
     from, or there has been published by, the Internal Revenue Service a ruling
     or (ii) since the date hereof, there has been a change in the applicable
     federal income tax law, in either case to the effect that, and based
     thereon, such Opinion of Counsel shall confirm that, the Holders of the
     outstanding Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such Legal Defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Legal Defeasance had
     not occurred;

          (c) in the case of an election under Section 8.03 hereof, the Issuers
     shall have delivered to the Trustee an Opinion of Counsel reasonably
     acceptable to the Trustee confirming that the Holders of the outstanding
     Notes will not recognize income, gain or loss for federal income tax
     purposes as a result of such Covenant Defeasance and will be subject to
     federal income tax on the same amounts, in the same manner and at the same
     times as would have been the case if such Covenant Defeasance had not
     occurred;

          (d) no Default or Event of Default shall have occurred and is
     continuing either (i) on the date of such deposit or (ii) insofar as
     Sections 6.01(8) and (9) hereof are concerned, at any time in the period
     ending on the 91st day after the date of deposit;

          (e) such Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under, any material
     agreement or instrument to which the Company or any of its Subsidiaries are
     a party or by which the Company or any of its Subsidiaries are bound;

                                       78

<PAGE>

          (f) the Company must have delivered to the Trustee an Opinion of
     Counsel to the effect that, assuming no intervening bankruptcy of the
     Company or any Guarantor between the date of deposit and the 91st day
     following the deposit and assuming that no Holder is an "insider" of the
     Company under applicable bankruptcy law, after the 91st day following the
     deposit, the trust funds will not be subject to the effect of any
     applicable bankruptcy, insolvency, reorganization or similar laws affecting
     creditors' rights generally;

          (g) the Issuers must deliver to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Issuers with the intent of
     preferring the Holders of Notes over the other creditors of the Issuers
     with the intent of defeating, hindering, delaying or defrauding creditors
     of the Issuers or others; and

          (h) the Company must deliver to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     relating to the Legal Defeasance or the Covenant Defeasance have been
     complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
             --------------------------------------------------------------
Other Miscellaneous Provisions.
------------------------------

          Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 (a) hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06 Repayment to the Company.
             ------------------------

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
interest or Liquidated

                                       79

<PAGE>

Damages, if any, on any Note and remaining unclaimed for two years after such
principal, and premium, if any, interest or Liquidated Damages, if any, has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

Section 8.07 Reinstatement.
             -------------

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.
             -----------------------------------

          Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
without the consent of any Holder of a Note:

          (a) to cure any ambiguity, defect or inconsistency;

          (b) to provide for uncertificated Notes in addition to or in place of
     certificated Notes;

          (c) to provide for the assumption of the Company's or any Guarantor's
     obligations to the Holders of the Notes in the case of a merger or
     consolidation or sale of all or substantially all of the Company's or such
     Guarantor's assets;

          (d) to make any change that would provide any additional rights or
     benefits to the Holders of the Notes or that does not adversely affect the
     legal rights hereunder of

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<PAGE>

     any Holder of a Note (including but not limited to adding a Guarantor under
     the Indenture and adding additional collateral for the benefit of Holders
     of the Notes);

          (e) to comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA; or

          (f) to release any Guarantee in accordance with the provisions of this
     Indenture.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.
             --------------------------------

          Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
with the consent of the Holders of at least a majority in principal amount of
the Notes (including Additional Notes, if any) then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including Additional Notes, if any) (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes).

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or its duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof stating that any
such amended or supplemental Indenture complies with this Section 9.02, the
Trustee shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own

                                       81

<PAGE>

rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental indenture.

          It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

          After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the then outstanding Notes (including
Additional Notes, if any) may waive compliance in a particular instance by the
Company with any provision of this Indenture, or the Notes. However, without the
consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):

          (a) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;

          (b) reduce the principal of or change the fixed maturity of any Note
     or alter the provisions, or waive any payment, with respect to the
     redemption of the Notes;

          (c) reduce the rate of or change the time for payment of interest on
     any Note;

          (d) waive a Default or Event of Default in the payment of principal
     of, or interest or premium, or Liquidated Damages, if any, on the Notes
     (except a rescission of acceleration of the Notes (including Additional
     Notes, if any) by the Holders of at least a majority in aggregate principal
     amount of the Notes and a waiver of the payment default that resulted from
     such acceleration);

          (e) make any Note payable in money other than U.S. dollars;

          (f) make any change in the provisions of this Indenture relating to
     waivers of past Defaults or the rights of Holders of Notes to receive
     payments of principal of, or interest or premium or Liquidated Damages, if
     any, on the Notes;

          (g) release any Guarantor from any of its obligations under its Note
     Guarantee or this Indenture, except in accordance with the terms of this
     Indenture;

          (h) impair the right to institute suit for the enforcement of any
     payment on or with respect to the Notes or the Note Guarantees;

          (i) except as otherwise permitted under Article Five, consent to the
     assignment or transfer by the Issuers or any Guarantor of any of their
     rights or obligations under this Indenture;

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<PAGE>

          (j) amend or modify any of the provisions of the Indenture or the
     related definitions affecting the subordination or ranking of the Notes or
     any Note Guarantee in any manner adverse to the holders of the Notes or any
     Note Guarantee; or

          (k) make any change in the preceding amendment and waiver provisions.

          In addition, any amendment, change or modification of the obligation
of the Company to make and consummate an Asset Sale Offer with respect to any
Asset Sale in accordance with Section 4.10 hereof or the obligation of the
Company to make and consummate a Change of Control Offer in the event of a
Change of Control in accordance with Section 4.15, including, in each case,
amending, changing or modifying any definition relating thereto, will require
the consent of the Holders of at least 75% in aggregate principal amount of
Notes then outstanding.

Section 9.03 Compliance with Trust Indenture Act.
             -----------------------------------

          Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental indenture that complies with the TIA as
then in effect.

Section 9.04 Revocation and Effect of Consents.
             ---------------------------------

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.
             --------------------------------

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, Etc.
             -------------------------------

          The Trustee shall sign any amended or supplemental indenture or Note
authorized pursuant to this Article Nine if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental indenture or Note until
its Board of Directors approves it. In executing any amended or supplemental
indenture or Note, the Trustee shall be entitled to receive and (subject to
Section 7.01 hereof) shall be fully protected in relying upon an Officers'
Certificate and an

                                       83

<PAGE>

Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.

                                  ARTICLE TEN
                                 SUBORDINATION

Section 10.01 Agreement to Subordinate.
              ------------------------

          The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article Ten, to the prior payment
in full in cash or Cash Equivalents of all Senior Debt of the Issuers (whether
outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

Section 10.02 Liquidation; Dissolution; Bankruptcy.
              ------------------------------------

          The holders of Senior Debt of the Issuers will be entitled to receive
payment in full in cash or Cash Equivalents of all Obligations due in respect of
Senior Debt of the Issuers (including interest after the commencement of any
bankruptcy proceeding at the rate specified in the applicable Senior Debt of the
Issuers whether or not such interest is an allowed claim under applicable law)
before the Holders of Notes will be entitled to receive any payment with respect
to the Notes (except that Holders of Notes may receive and retain Permitted
Junior Securities and payments made from the trust pursuant to Article Eight
hereof), in the event of any distribution to creditors of either Issuer: (i) in
a liquidation or dissolution of either Issuer; (ii) in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to
either Issuer or their respective properties; (iii) in an assignment for the
benefit of creditors; or (iv) in any marshaling of either of the Issuers' assets
and liabilities.

Section 10.03 Default on Designated Senior Debt.
              ---------------------------------

          Neither Issuer may make any payment in respect of the Notes (except in
Permitted Junior Securities or from the trust pursuant to Article Eight hereof.

          (a) In the event of and during the continuation beyond any applicable
     grace period of any default in the payment of principal of, interest or
     premium, if any, on any Designated Senior Debt, or any Obligation owing
     from time to time under or in respect of Senior Debt, or in the event that
     any default (other than a payment default) with respect to any Designated
     Senior Debt shall have occurred and be continuing and shall have resulted
     in such Designated Senior Debt becoming or being declared due and payable
     prior to the date on which it would otherwise have become due and payable;
     or

          (b) If any event of default other than as described in clause (a)
     above with respect to any Designated Senior Debt shall have occurred and be
     continuing permitting the holders of such Designated Senior Debt or the
     holders of any series thereof (or their Representative or Representatives)
     to declare such Designated Senior Debt due and

                                       84

<PAGE>

     payable prior to the date on which it would otherwise have become due and
     payable (a "nonpayment default");

          Payments on the Notes may and shall be resumed:

               (1) in the case of a payment or nonpayment default specified in
          clause (a) on Designated Senior Debt of either of the Issuers, upon
          the date on which such default is cured or waived in writing in
          accordance with the instruments governing such designated Senior Debt
          or such acceleration shall have been rescinded or annulled; and

               (2) in case of a nonpayment default specified in clause (b),
          during the period (a "Payment Blockage Period") commencing on the date
          the Trustee receives written notice (a "Payment Blockage Notice") of
          such default from the applicable Issuer or a Representative of the
          holders of such Designated Senior Debt (which notice shall be binding
          on applicable Issuer, the Trustee and the Holders of Notes as to the
          occurrence of such a nonpayment event of default) and ending upon the
          earlier of the date on which such default is cured or waived or 179
          days after the date on which the applicable Payment Blockage Notice is
          received, unless the maturity of such Designated Senior Debt of the
          applicable Issuer has been accelerated.

          No new Payment Blockage Notice may be delivered to the Company or the
Trustee that would start a new Payment Blockage Period unless and until: (i) 360
days have elapsed since the delivery of the immediately prior Payment Blockage
Notice that started a Payment Blockage Period; and (ii) all scheduled payments
of principal, interest and premium and Liquidated Damages, if any, on the Notes
that have come due have been paid in full in cash. No nonpayment default that
existed or was continuing with respect to the Designated Senior Debt on the date
of delivery of any Payment Blockage Notice to the Trustee shall be, or be made,
the basis for the commencement of any subsequent Payment Blockage Period unless
such default has been cured or waived for a period of not less than 90 days.

Section 10.04 Acceleration of Securities.
              --------------------------

          If payment of the Notes is accelerated because of an Event of Default
or if an Event of Default on the Notes occurs, the Company shall promptly notify
holders of Senior Debt of the acceleration.

Section 10.05 When Distribution Must Be Paid Over.
              -----------------------------------

          In the event that the Trustee or any Holder receives any payment of
any Obligations with respect to the Notes (except in Permitted Junior Securities
or from the trust pursuant to Article Eight hereof) at a time when such payment
is prohibited by Article Ten hereof and the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by Article Ten
hereof, such payment shall be held by the Trustee or such Holder, as applicable,
in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to the holders of Senior Debt as their interests may
appear or their Representative under this Indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued,

                                       85

<PAGE>

as their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article Ten, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Issuers
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article Ten, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06 Notice by the Company.
              ---------------------

          The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts known to the Company that would cause a payment of any
Obligations with respect to the Notes to violate this Article Ten, but failure
to give such notice shall not affect the subordination of the Notes to the
Senior Debt as provided in this Article Ten.

Section 10.07 Subrogation.
              -----------

          After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article Ten to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08 Relative Rights.
              ---------------

          This Article Ten defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

          (a) impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;

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

          (c) prevent the Trustee or any Holder of Notes 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 Holders of Notes.

                                       86

<PAGE>

          If the Company fails because of this Article Ten to pay principal of
or interest on a Note on the due date, the failure is still a Default or Event
of Default.

Section 10.09 Subordination May Not Be Impaired by the Company.
              ------------------------------------------------

          No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Indenture.

Section 10.10 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 the Company referred to
in this Article Ten, the Trustee and the Holders of Notes 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 the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Ten.

Section 10.11 Rights of Trustee and Paying Agent.
              ----------------------------------

          Notwithstanding the provisions of this Article Ten or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article Ten. Only the Company or a
Representative may give the notice. Nothing in this Article Ten shall impair
the claims of, or payments to, the Trustee under or pursuant to Section 7.07
hereof.

          The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

Section 10.12 Authorization to Effect Subordination.
              -------------------------------------

          Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article Ten, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the lenders under the

                                       87

<PAGE>

Credit Agreement are hereby authorized to file an appropriate claim for and on
behalf of the Holders of the Notes.

                                 ARTICLE ELEVEN
                                 NOTE GUARANTEES

Section 11.01 Guarantee.
              ---------

          Subject to this Article Eleven each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Issuers hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful (subject in all cases
to any applicable grace period provided herein), and all other obligations of
the Company to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.

          The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuers, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06
hereof, each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that this Note Guarantee shall
not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors,

                                       88

<PAGE>

on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article Six hereof for the purposes of this Note Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article Six hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors
shall have the right to seek contribution from any non-paying Guarantor so long
as the exercise of such right does not impair the rights of the Holders under
the Note Guarantee.

Section 11.02 Subordination of Note Guarantee.
              -------------------------------

          The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article Eleven shall be junior and subordinated to the prior payment in
full of all Senior Debt of such Guarantor (including Senior Debt of the
Guarantor incurred after the date of this Indenture) on the same basis as the
Notes are junior and subordinated to the prior payment in full of all Senior
Debt of the Company as described in Article Ten hereof. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article Ten hereof.

Section 11.03 Limitation on Guarantor Liability.
              ---------------------------------

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article Eleven,
result in the obligations of such Guarantor under its Note Guarantee
constituting a fraudulent transfer or conveyance.

Section 11.04 Execution and Delivery of Note Guarantee.
              ----------------------------------------

          To evidence its Note Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that this Indenture shall be executed on behalf of such
Guarantor by Bernt O. Bodal, one of its Managers.

          Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

                                       89

<PAGE>

          If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

          In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any new Domestic Subsidiaries subsequent to the date of this
Indenture, if required by Section 4.20 hereof, the Company shall cause such
Domestic Subsidiaries to execute supplemental indentures to this Indenture and
Note Guarantees in accordance with Section 4.20 hereof and this Article Eleven,
to the extent applicable.

Section 11.05 Guarantors May Consolidate, Etc., on Certain Terms.
              --------------------------------------------------

          A Guarantor may not sell or otherwise dispose of all or substantially
all of its assets or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person) another Person other than the Company or
another Guarantor, unless either:

     (1) (a) immediately after giving effect to such transaction, no Default or
     Event of Default exists; and

          (b) the Person acquiring the property in any such sale or disposition
     or the Person formed by or surviving any such consolidation or merger is a
     corporation or limited liability company, organized or existing under the
     laws of the United States, any state thereof or the District of Columbia
     and assumes all the obligations of that Guarantor under this Indenture, its
     Note Guarantee and the Registration Rights Agreement pursuant to a
     supplemental indenture satisfactory to the Trustee; or

     (2) such sale or other disposition complies with Section 4.10, including
     the application of the Net Proceeds therefrom.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by a Guarantor,
such successor Person shall succeed to and be substituted for a Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

          Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (1) and (2) above, nothing contained in this Indenture or in any of the
Notes shall prevent any

                                       90

<PAGE>

consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

Section 11.06 Releases Following Sale of Assets.
              ---------------------------------

          Any Guarantor will be released and relieved of any obligations under
its Note Guarantee, (i) in connection with any sale of Capital Stock of a
Guarantor to a Person that is not (either before or after giving effect to such
transaction) an Affiliate of the Company in compliance with either clause (1) or
clause (2) of the first paragraph of Section 4.16 hereof, or (ii) if the Company
properly designates any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary, or (iii) upon legal defeasance of the Company's and all
Guarantors' obligations under the Notes and the Note Guarantees pursuant to
Section 8.02 or upon satisfaction and discharge of the Indenture pursuant to
Section 12.01 hereof. Upon delivery by the Company to the Trustee of an
Officers' Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company in accordance with the provisions of
this Indenture, including without limitation Section 4.10 hereof, the Trustee
shall execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Note Guarantee.

          Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article Eleven.

                                 ARTICLE TWELVE
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.
              --------------------------

          This Indenture shall be discharged and shall cease to be of further
effect as to all Notes issued thereunder, when:

          (a) either:

               (i) all Notes that have been authenticated (except lost, stolen
          or destroyed Notes that have been replaced or paid and Notes for whose
          payment money has theretofore been deposited in trust and thereafter
          repaid to the Company) have been delivered to the Trustee for
          cancellation; or

               (ii) all Notes that have not been delivered to the Trustee for
          cancellation have become due and payable by reason of the making of a
          notice of redemption or otherwise or will become due and payable
          within one year and the Company or any Guarantor has irrevocably
          deposited or caused to be deposited with the Trustee as trust funds in
          trust solely for the benefit of the Holders, cash in U.S. dollars,
          non-callable Government Securities, or a combination thereof, in such
          amounts as will be sufficient without consideration of any
          reinvestment of interest, to pay and discharge the entire indebtedness
          on the Notes not delivered to

                                       91

<PAGE>

          the Trustee for cancellation for principal, premium, accrued interest
          and Liquidated Damages, if any, and accrued interest to the date of
          maturity or redemption;

          (b) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit or shall occur as a result of such
     deposit and such deposit will not result in a breach or violation of, or
     constitute a default under, any other instrument to which the Company or
     any Guarantor is a party or by which the Company or any Guarantor is bound;

          (c) the Company or any Guarantor has paid or caused to be paid all
     sums payable by it under this Indenture; and

          (d) the Company has delivered irrevocable instructions to the Trustee
     under this Indenture to apply the deposited money toward the payment of the
     Notes at maturity or the redemption date, as the case may be.

          In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

          Notwithstanding the above, the Trustee shall pay to the Company from
time to time upon its request any cash or Government Securities held by it as
provided in this Section 12.01 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect a satisfaction and discharge under this
Article Twelve.

Section 12.02 Deposited Money and Government Securities to Be Held in Trust;
              -------------------------------------------------------------
Other Miscellaneous Provisions.
------------------------------

          Subject to Section 12.03 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 12.02, the
"Trustee") pursuant to Section 12.01 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money shall be segregated from other funds except to
the extent required by law.

Section 12.03 Repayment to the Company.
              ------------------------

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium and
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, and premium and Liquidated Damages, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) shall be discharged from such trust;

                                       92

<PAGE>

and the Holder of such Note shall thereafter look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times or The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Company.

                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.
              ----------------------------

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA (S) 318(c), the imposed duties shall control.

Section 13.02 Notices.
              -------

          Any notice or communication by the Company or any Guarantor, on the
one hand, or the Trustee, on the other hand, to the other is duly given if in
writing and delivered in Person or mailed by first class mail (registered or
certified, return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the others' address:

          If to the Company or any Guarantor:

          American Seafoods Group LLC
          Market Place Tower
          2025 First Avenue, Suite 1200
          Seattle, WA 98121
          Facsimile: (206) 448-0303
          Attention: Michael J. Hyde

          With a copy to:

          Debevoise & Plimpton
          919 Third Avenue
          New York, NY 10022
          Facsimile: (212) 909-6836
          Attention: Jeffrey J. Rosen

          If to the Trustee:

          Wells Fargo Bank Minnesota, National Association
          213 Court Street, Suite 902
          Middletown, CT 06457
          Telecopier No.: (860) 704-6219

                                       93

<PAGE>

          Attention: Corporate Trust Services

          The Company, the Guarantors or the Trustee, by notice to the others
may designate additional or different addresses for subsequent notices or
communications.

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; when answered back, if telexed; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.
              -------------------------------------------------------------

          Holders may communicate pursuant to TIA (S) 312(b) with other Holders
with respect to its rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)
312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.
              --------------------------------------------------

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

          (a) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 13.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied;

          (b) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 13.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied; and

          (c) where applicable, a certificate or opinion by an independent
     certified public accountant satisfactory to the Trustee that complies with
     TIA (S) 314(c).

                                       94

<PAGE>

Section 13.05 Statements Required in Certificate or Opinion.
              ---------------------------------------------

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA
(S) 314(e) and shall include:

          (a) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (c) a statement that, in the opinion of such Person, he or she has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been satisfied; and

          (d) a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied.

Section 13.06 Rules by Trustee and Agents.
              ---------------------------

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and
              -----------------------------------------------------------
Stockholders.
------------

          No director, officer, employee, incorporator, member or stockholder of
the Company, ASI or any Guarantor (or of any holder of an Equity Interest in any
of them), as such, shall have any liability for any obligations of the Issuers
or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.

Section 13.08 Governing Law.
              -------------

          THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 Consent to Jurisdiction.
              -----------------------

          Any legal suit, action or proceeding arising out of or based upon this
Indenture or the transactions contemplated hereby ("Related Proceeding") may be
instituted in the federal

                                       95

<PAGE>

courts of the United States of America located in the City of New York or the
courts of the State of New York in each case located in the City of New York
(collectively, the "Specified Courts"), and each party irrevocably submits to
the exclusive jurisdiction (except for proceedings instituted in regard to the
enforcement of a judgment of any such court (a "Related Judgment"), as to which
such jurisdiction is non-exclusive) of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail to such
party's address set forth above shall be effective service of process for any
suit, action or other proceeding brought in any such court. The parties
irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court has been
brought in an inconvenient forum.

Section 13.10 No Adverse Interpretation of Other Agreements.
              ---------------------------------------------

          This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or any of its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.

Section 13.11 Successors.
              ----------

          All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 11.05.

Section 13.12 Severability.
              ------------

          In case any provision in this Indenture or the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13 Counterpart Originals.
              ---------------------

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 13.14 Acts of Holders.
              ---------------

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for

                                       96

<PAGE>

any purpose of this Indenture and conclusive in favor of the Trustee and the
Company if made in the manner provided in this Section 13.14.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such witness, notary or officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

          (c) Notwithstanding anything to the contrary contained in this Section
13.14, the principal amount and serial numbers of Notes held by any Holder, and
the date of holding the same, shall be proved by the register of the Notes
maintained by the Registrar as provided in Section 2.04 hereof.

          (d) If the Company shall solicit from the Holders of the Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a resolution of its Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA (S) 316(c), such record date shall be the record date
specified in or pursuant to such resolution, which shall be a date not earlier
than the date 30 days prior to the first solicitation of Holders generally in
connection therewith or the date of the most recent list of Holders forwarded to
the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not
later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of the then outstanding Notes have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the then outstanding Notes shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.

          (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration or
transfer thereof or in exchange therefore or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

          (f) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Note may do so itself
with regard to all or any part

                                       97

<PAGE>

of the principal amount of such Note or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any
part of such principal amount.

Section 13.15 Benefit of Indenture.
              --------------------

          Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto, any Paying Agent, any
Registrar and its successors hereunder, and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

Section 13.16 Table of Contents, Headings, Etc.
              --------------------------------

          The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       98

<PAGE>

                                             SIGNATURES

                                             AMERICAN SEAFOODS GROUP LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title: Authorized Signatory


                                             AMERICAN SEAFOODS, INC.


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             GUARANTORS:

                                             AMERICAN CHALLENGER LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             AMERICAN DYNASTY LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                       99

<PAGE>

                                             AMERICAN SEAFOODS COMPANY LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             AMERICAN SEAFOODS INTERNATIONAL LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             AMERICAN SEAFOODS PROCESSING LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             AMERICAN TRIUMPH LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             THE HADLEY GROUP LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                       100

<PAGE>

                                             KATIE ANN LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             NEW BEDFORD SEAFOODS LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             NORTHERN EAGLE LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             NORTHERN HAWK LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             NORTHERN JAEGER LLC


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                       101

<PAGE>

                                             OCEAN ROVER LLC


                                             By:
                                                --------------------------------
                                                 Name:
                                                 Title:


Wells Fargo Bank Minnesota, National Association
   as Trustee


By:
   --------------------------------
   Name: Joseph P. O'Donnell
   Title: Corporate Trust Officer

                                       102

<PAGE>

                                                                      SCHEDULE A

                                   GUARANTORS

             Guarantor                              Jurisdiction of Organization
             ---------                              ----------------------------

American Challenger LLC                                       Delaware

American Dynasty LLC                                          Delaware

American Seafoods Company LLC                                 Delaware

American Seafoods International LLC                           Delaware

American Seafoods Processing LLC                              Delaware

American Triumph LLC                                          Delaware

The Hadley Group LLC                                          Delaware

Katie Ann LLC                                                 Delaware

New Bedford Seafoods LLC                                      Delaware

Northern Eagle LLC                                            Delaware

Northern Hawk LLC                                             Delaware

Northern Jaeger LLC                                           Delaware

Ocean Rover LLC                                               Delaware

                                   Schedule A

<PAGE>

                                                                      EXHIBIT A1

                                 [Face of Note]

                                                                CUSIP [________]

No.                                                       **$[_______________]**
   ------------

                           AMERICAN SEAFOODS GROUP LLC
                             AMERICAN SEAFOODS, INC.

                   10 1/8% Senior Subordinated Notes due 2010

Issue Date: [___________________]

     American Seafoods Group LLC, a Delaware limited liability company (the
"Company"), and American Seafoods, Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("ASI" and, together with the Company, collectively,
the "Issuers" and each individually, an "Issuer", which term includes any
successor under the Indenture hereinafter referred to), for value received,
promise to pay to CEDE & CO., or its registered assigns, the principal sum of
[_____________________] ($[______________]) on April 15, 2010.

Interest Payment Dates: [_______________] and [______________], commencing
[________________].

Record Dates: [________________] and [________________].

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     IN WITNESS WHEREOF, each Issuer has caused this Note to be signed manually
or by facsimile by its duly authorized officers.

                                            AMERICAN SEAFOODS GROUP LLC


                                            By:
                                               ---------------------------------
                                                Name:
                                                Title:


                                            By:
                                               ---------------------------------
                                                Name:
                                                Title:

                                      A1-1

<PAGE>

                                            AMERICAN SEAFOODS, INC.


                                            By:
                                               ---------------------------------
                                                Name:
                                                Title:


                                            By:
                                               ---------------------------------
                                                Name:
                                                Title:

This is one of the 10 1/8% Senior Subordinated Notes due 2010 described in the
within- mentioned Indenture.

Dated:

Wells Fargo Bank Minnesota, National Association
   as Trustee


By:
   --------------------------------------
             Authorized Signatory

                                      A1-2

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT: (A) SUCH SECURITY
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)(a) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT,
(d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE

                                      Al-3

<PAGE>

PRINCIPAL AMOUNT OF SECURITIES LESS THAN $100,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUERS SO REQUEST), (ii) TO THE ISSUERS OR (iii) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

                                      Al-4

<PAGE>

[Reverse Side of Note]

                          AMERICAN SEAFOODS GROUP LLC
                            AMERICAN SEAFOODS, INC.

                   10 1/8% Senior Subordinated Notes due 2010

          Capitalized terms used herein shall have the meanings assigned to them
in this Indenture referred to below unless otherwise indicated.

          1. Interest. The Issuers promise to pay interest on the principal
amount of this Note at 10 1/8% per annum from the date hereof until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Issuers shall pay interest
and Liquidated Damages, if any, semi-annually in arrears on April 15 and October
15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be October 15, 2002. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including postpetition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

          2. Method of Payment. The Issuers shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the April 1 or
October 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose in The City of New York maintained for such purposes, or, at
the option of the Company, payment of interest and Liquidated Damages, if any,
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

          3. Paying Agent and Registrar. Initially, Wells Fargo Bank Minnesota,
National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar.

                                      A1-5

<PAGE>

The Issuers may change any Paying Agent or Registrar without notice to any
Holder. The Issuers or any of their Subsidiaries may act in any such capacity.

          4. Indenture/Guarantees. The Issuers issued the Notes under an
Indenture dated as of April 18, 2002 ("Indenture") among the Issuers, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended. The Notes are subject to all such terms and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. These Notes are an obligation of the Issuers limited to
$175,000,000 in aggregate principal amount. The Indenture pursuant to which this
Note is issued provides that up to $225,000,000 of Additional Notes may be
issued thereunder.

          Each Guarantor has, jointly and severally, unconditionally guaranteed,
to the extent set forth in the Indenture, (a) the due and punctual payment of
the principal of, premium, if any, and interest on the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Issuers to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

          5. Optional Redemption. (a) Except as set forth in paragraph 5 below,
the Company shall not have the option to redeem any Notes prior to April 15,
2006. Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' prior notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, thereon
to the applicable redemption date, if redeemed during the twelve-month period
beginning on April 15 of the years indicated below:

Year                                        Percentage
----                                        ----------
2006.....................................    105.063%
2007.....................................    102.531%
2008 and thereafter......................    100.000%

          (b) Notwithstanding the foregoing, at any time prior to April 15,
2005, the Company may redeem up to 35% of the aggregate principal amount of
Notes issued under the Indenture at a redemption price of 110.125% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the redemption date, with the net cash proceeds of
one or more Equity Offerings; provided that (1) at least 65% of the aggregate
principal amount of Notes issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by
either of the Issuers and their respective Subsidiaries); and (2) such
redemption shall occur within 45 days of the date of the closing of such Equity
Offering.

                                      A1-6

<PAGE>

          6. Mandatory Redemption. Except as set forth in paragraph 8 below, the
Issuers shall not be required to make mandatory redemption payments or sinking
fund payments with respect to the Notes.

          7. Selection and Notice of Redemption. If less than all of the Notes
are to be redeemed at any time, the Trustee will select Notes for redemption as
follows: (i) if the Notes are listed, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed, or (ii) if
the Notes are not so listed, on a pro rata basis, by lot or by any method as the
Trustee deems fair and appropriate. No Notes of $1,000 or less shall be redeemed
in part. Notices of redemption shall be mailed by first class mail at least 30
but not more than 60 days before the redemption date to each Holder of Notes to
be redeemed at its registered address. Notices of redemption may not be
conditional. If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the Holder
thereof upon cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption. On and after the redemption date,
interest ceases to accrue on Notes or portions of them called for redemption.

          8. Repurchase at Option of Holder. (a) Upon the occurrence of a Change
of Control, each Holder of Notes shall have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at an offer price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase (the "Change of
Control Payment"). Within 10 days following any Change of Control, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase 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 by the Indenture and
described in such notice.

          (b) If the Company or a Restricted Subsidiary consummates any Asset
Sale, within 360 days of each date on which the aggregate amount of Excess
Proceeds exceeds $10.0 million, the Company will make an offer to purchase an
("Asset Sale Offer"), pursuant to Section 4.10 of the Indenture, to all Holders
of Notes and all holders of other Pari Passu Indebtedness containing provisions
similar to those set forth in the Indenture with respect to offers to purchase
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such Pari Passu Indebtedness that may be purchased out of the Excess
Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of
principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and such Pari Passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased
on a pro rata basis based on

                                      A1-7

<PAGE>

the principal amount of Notes and such other Pari Passu Indebtedness tendered.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

          9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers are not required to transfer or exchange
any Note selected for redemption. Also, the Issuers are not required to transfer
or exchange any Note for a period of 15 days before a selection of Notes to be
redeemed.

          10. Persons Deemed Owners. The registered Holder of a Note will be
treated as its owner for all purposes.

          11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes then
outstanding and Additional Notes, if any, voting as a single class (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Notes), and any existing Default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of then outstanding
Notes and Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). Without the consent of any Holder of Notes,
the Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of Definitive Notes, to provide for the assumption of the Company's or
any Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation or sale of all or substantially all of the assets of the Company
or any Guarantor, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder (including but not limited to
adding a Guarantor under the Indenture and adding additional collateral for the
benefit of Holders of the Notes) or to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act or to release any Guarantee in accordance with the
provisions of the Indenture.

          12. Defaults and Remedies. In the case of an Event of Default, as
defined in the Indenture arising from certain events of bankruptcy or insolvency
with respect to the Company or any of its Significant Subsidiaries, all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or Liquidated Damages) if it
determines that

                                      A1-8

<PAGE>

withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or Liquidated Damages on, or the
principal of, the Notes.

          In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to the optional
redemption provisions of the Indenture, an equivalent premium shall also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Notes. If an Event of Default occurs during any time that
the Notes are outstanding, by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes, then the premium specified in the
Indenture shall also become immediately due and payable to the extent permitted
by law upon the acceleration of the Notes.

          13. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          14. No Recourse Against Others. No director, officer, employee,
incorporator, member or stockholder of the Company, ASI or any Guarantor (or any
holder of an Equity Interest in any of them) as such, shall have any liability
for any obligations of the Issuers or the Guarantors under the Notes, the
Indenture, the Note Guarantees, or for any claim based on, in respect of, or by
reason of, these obligations or their creation. Each Holder by accepting a Note
waives and releases these individuals from this liability. The waiver and
release are part of the consideration for issuance of the Notes.

          15. Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          16. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of April 18, 2002, between the Company, ASI, the Guarantors and the
parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company, ASI, the Guarantors and the other parties thereto, relating
to rights given by the Company and the Guarantors to the purchasers of
Additional Notes (the "Registration Rights Agreement").

          17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such

                                      Al-9

<PAGE>

numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

          The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          If to the Company, ASI or the Guarantors:

          American Seafoods Group LLC
          Market Place Tower
          2025 First Avenue, Suite 1200
          Seattle, WA 98121
          Facsimile: (206) 448-0303
          Attention: Michael J. Hyde

          With a copy to:

          Debevoise & Plimpton
          919 Third Avenue
          New York, NY 10022
          Facsimile: (212) 909-6836
          Attention: Jeffrey R. Rosen

                                      Al-10

<PAGE>

                                Assignment Form

          To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)

--------------------------------------------------------------------------------
                 (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             (Print or type assignee's name, address and zip code)

 and irrevocably appoint
                         -------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
      ----------------


                              Your Signature:
                                              ----------------------------------
                                              (Sign exactly as your name appears
                                                    on the face of this Note)


Signature Guarantee*:
                      ---------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     Al-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                     " Section 4.10          " Section 4.15

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                $
                                 --------------

Date:
     --------------

                              Your Signature:
                                              ----------------------------------
                                              (Sign exactly as your name appears
                                                   on the face of this Note)

                              Tax Identification No.:
                                                     ---------------------------

Signature Guarantee*:
                     --------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).

                                     A1-12

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                    Principal Amount at
                   Amount of Decrease in   Amount of Increase in          Maturity             Signature of
                    Principal Amount at     Principal Amount at     of this Global Note     Authorized Officer
                          Maturity                Maturity             Following such         of Trustee or
Date of Exchange    of this Global Note     of this Global Note    decrease (or increase)     Note Custodian
----------------   ---------------------   ---------------------   ----------------------   ------------------
<S>                <C>                     <C>                     <C>                      <C>
</TABLE>

                                     A1-13

<PAGE>

                                                                      EXHIBIT A2

                                 [Face of Note]

                                                                 CUSIP [_______]

No.                                                              **$[________]**
   -----------

                          AMERICAN SEAFOODS GROUP LLC
                            AMERICAN SEAFOODS, INC.

                   10 1/8% Senior Subordinated Notes due 2010

Issue Date: [________]

     American Seafoods Group LLC, a Delaware limited liability company (the
"Company"), and American Seafoods Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("ASI" and, together with the Company, collectively,
the "Issuers" and each individually, an "Issuer", which term includes any
successor under the Indenture hereinafter referred to), for value received,
promise to pay to CEDE & CO., or its registered assigns, the principal sum of
[___________] ($[_________]) on April 15, 2010.

Interest Payment Dates: [____] and [____], commencing [____].

Record Dates: [____] and [____].

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     IN WITNESS WHEREOF, each Issuer has caused this Note to be signed manually
or by facsimile by its duly authorized officers.

                                                     AMERICAN SEAFOODS GROUP LLC


                                                     By:
                                                        ------------------------
                                                         Name:
                                                         Title:


                                                     By:
                                                        ------------------------
                                                         Name:
                                                         Title:

                                      A2-1

<PAGE>

                                                     AMERICAN SEAFOODS, INC.


                                                     By:
                                                        ------------------------
                                                         Name: Bernt O. Bodal
                                                         Title: President


                                                     By:
                                                        ------------------------
                                                         Name:
                                                         Title:

This is one of the 10 1/8% Senior Subordinated Notes due 2010 described in the
within-mentioned Indenture.

Dated:

Wells Fargo Bank Minnesota, National Association
    as Trustee


By:
   ----------------------------------
           Authorized Signatory

                                      A2-2

<PAGE>

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT: (A) SUCH SECURITY
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)(a) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN

                                      A2-3

<PAGE>

PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL
ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF
AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $100,000, AN OPINION OF
COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUERS SO REQUEST), (ii) TO THE ISSUERS OR (iii) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

                                      A2-4

<PAGE>

[Reverse Side of Note]

                           AMERICAN SEAFOODS GROUP LLC
                             AMERICAN SEAFOODS, INC.

                   10 1/8% Senior Subordinated Notes due 2010

          Capitalized terms used herein shall have the meanings assigned to them
in this Indenture referred to below unless otherwise indicated.

          1. Interest. The Issuers promise to pay interest on the principal
amount of this Note at 10 1/8% per annum from the date hereof until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Issuers shall pay interest
and Liquidated Damages, if any, semi-annually in arrears on April 15 and October
15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be October 15, 2002. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post- petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Liquidated Damages (without regard to
any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

          2. Method of Payment. The Issuers shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the April 1 or
October 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose in The City of New York maintained for such purposes, or, at
the option of the Company, payment of interest and Liquidated Damages, if any,
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

          3. Paying Agent and Registrar. Initially, Wells Fargo Bank Minnesota,
National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar.

                                      A2-5

<PAGE>

The Issuers may change any Paying Agent or Registrar without notice to any
Holder. The Issuers or any of their Subsidiaries may act in any such capacity.

          4. Indenture/Guarantees. The Issuers issued the Notes under an
Indenture dated as of April 18, 2002 ("Indenture") among the Issuers, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended. The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. These Notes are an obligation of the Issuers limited to
$175,000,000 in aggregate principal amount. The Indenture pursuant to which this
Note is issued provides that up to $225,000,000 of Additional Notes may be
issued thereunder.

          Each Guarantor has, jointly and severally, unconditionally guaranteed,
to the extent set forth in the Indenture, (a) the due and punctual payment of
the principal of, premium, if any, and interest on the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Issuers to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

          5. Optional Redemption. (a) Except as set forth in paragraph 5 below,
the Company shall not have the option to redeem any Notes prior to April 15,
2006. Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' prior notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Liquidated Damages, if any, thereon
to the applicable redemption date, if redeemed during the twelve-month period
beginning on April 15 of the years indicated below:

Year                                                                 Percentage
----                                                                 ----------
2006 ..............................................................   105.063%
2007 ..............................................................   102.531%
2008 and thereafter ...............................................   100.000%

          (b) Notwithstanding the foregoing, at any time prior to April 15,
2005, the Company may redeem up to 35% of the aggregate principal amount of
Notes issued under the Indenture at a redemption price of 110.125% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the redemption date, with the net cash proceeds of
one or more Equity Offerings; provided that (1) at least 65% of the aggregate
principal amount of Notes issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by
either of the Issuers and their respective Subsidiaries); and (2) such
redemption shall occur within 45 days of the date of the closing of such Equity
Offering.

                                      A2-6

<PAGE>

          6. Mandatory Redemption. Except as set forth in paragraph 8 below, the
Issuers shall not be required to make mandatory redemption payments or sinking
fund payments with respect to the Notes.

          7. Selection and Notice of Redemption. If less than all of the Notes
are to be redeemed at any time, the Trustee will select Notes for redemption as
follows: (i) if the Notes are listed, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed, or (ii) if
the Notes are not so listed, on a pro rata basis, by lot or by any method as the
Trustee deems fair and appropriate. No Notes of $1,000 or less shall be redeemed
in part. Notices of redemption shall be mailed by first class mail at least 30
but not more than 60 days before the redemption date to each Holder of Notes to
be redeemed at its registered address. Notices of redemption may not be
conditional. If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the Holder
thereof upon cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption. On and after the redemption date,
interest ceases to accrue on Notes or portions of them called for redemption.

          8. Repurchase at Option of Holder. (a) Upon the occurrence of a Change
of Control, each Holder of Notes shall have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at an offer price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase (the "Change of
Control Payment"). Within 10 days following any Change of Control, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase 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 by the Indenture and
described in such notice.

          (b) If the Company or a Restricted Subsidiary consummates any Asset
Sale, within 360 days of each date on which the aggregate amount of Excess
Proceeds exceeds $10.0 million, the Company will make an offer to purchase an
("Asset Sale Offer"), pursuant to Section 4.10 of the Indenture, to all Holders
of Notes and all holders of other Pari Passu Indebtedness containing provisions
similar to those set forth in the Indenture with respect to offers to purchase
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such Pari Passu Indebtedness that may be purchased out of the Excess
Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of
principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and such Pari Passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased
on a pro rata basis based on

                                      A2-7

<PAGE>

the principal amount of Notes and such other Pari Passu Indebtedness tendered.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

          9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers are not required to transfer or exchange
any Note selected for redemption. Also, the Issuers are not required to transfer
or exchange any Note for a period of 15 days before a selection of Notes to be
redeemed.

          10. Persons Deemed Owners. The registered Holder of a Note will be
treated as its owner for all purposes.

          11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes then
outstanding and Additional Notes, if any, voting as a single class (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Notes), and any existing Default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of then outstanding
Notes, and Additional Notes, if any, voting as a single class (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Notes). Without the consent of any
Holder of Notes, the Indenture or the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes
in addition to or in place of Definitive Notes, to provide for the assumption of
the Company's or any Guarantor's obligations to Holders of the Notes in case of
a merger or consolidation or sale of all or substantially all of the assets of
the Company or any Guarantor, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder
(including but not limited to adding a Guarantor under the Indenture and adding
additional collateral for the benefit of Holders of the Notes) or to comply with
the requirements of the SEC in order to effect or maintain the qualification of
the Indenture under the Trust Indenture Act or to release any Guarantee in
accordance with the provisions of the Indenture.

          12. Defaults and Remedies. In the case of an Event of Default, as
defined in the Indenture arising from certain events of bankruptcy or insolvency
with respect to the Company or any of its Significant Subsidiaries, all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or Liquidated Damages) if it
determines that

                                      A2-8

<PAGE>

withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or Liquidated Damages on, or the
principal of, the Notes.

          In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to the optional
redemption provisions of the Indenture, an equivalent premium shall also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Notes. If an Event of Default occurs during any time that
the Notes are outstanding, by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes, then the premium specified in the
Indenture shall also become immediately due and payable to the extent permitted
by law upon the acceleration of the Notes.

          13. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          14. No Recourse Against Others. No director, officer, employee,
incorporator, member or stockholder of the Company, ASI or any Guarantor (or any
holder of an Equity Interest in any of them) as such, shall have any liability
for any obligations of the Issuers or the Guarantors under the Notes, the
Indenture, the Note Guarantees, or for any claim based on, in respect of, or by
reason of, these obligations or their creation. Each Holder by accepting a Note
waives and releases these individuals from this liability. The waiver and
release are part of the consideration for issuance of the Notes.

          15. Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          16. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of April 18, 2002, between the Company, ASI, the Guarantors and the
parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company, ASI, the Guarantors and the other parties thereto, relating
to rights given by the Company and the Guarantors to the purchasers of
Additional Notes (the "Registration Rights Agreement").

          17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such

                                      A2-9

<PAGE>

numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

          The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          If to the Company, ASI or the Guarantors:

          American Seafoods Group LLC
          Market Place Tower
          2025 First Avenue, Suite 1200
          Seattle, WA 98121
          Facsimile: (206) 448-0303
          Attention: Michael J. Hyde

          With a copy to:

          Debevoise & Plimpton
          919 Third Avenue
          New York, NY 10022
          Facsimile: (212) 909-6836
          Attention: Jeffrey R. Rosen

                                     A2-10

<PAGE>

                                 Assignment Form

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                             -----------------------------------
                                                (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------

to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
     ----------------


                               Your Signature:
                                              ----------------------------------
                                              (Sign exactly as your name appears
                                               on the face of this Note)


Signature Guarantee*:
                     -----------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A2-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                     " Section 4.10          " Section 4.15

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                 $
                                  -------------

Date:
     ----------------


                              Your Signature:
                                             -----------------------------------
                                              (Sign exactly as your name appears
                                                    on the face of this Note)

                              Tax Identification No.:
                                                     ---------------------------


Signature Guarantee*:
                     ------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A2-12

<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

          The following exchanges of a part of this Regulation S Temporary
Global Note for an interest in another Global Note or of other Restricted Global
Notes for an interest in the Regulations S Temporary Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                    Principal Amount at
                   Amount of Decrease in   Amount of Increase in         Maturity              Signature of
                    Principal Amount at     Principal Amount at     of this Global Note     Authorized Officer
                        Maturity                Maturity              Following such           of Trustee or
Date of Exchange    of this Global Note     of this Global Note    decrease (or increase)     Note Custodian
----------------    -------------------     -------------------    ----------------------     --------------
<S>                <C>                     <C>                     <C>                      <C>
</TABLE>

                                     A2-13

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

American Seafoods Group LLC
Market Place Tower
2025 First Avenue, Suite 1200
Seattle, WA 98121
Facsimile: (206) 448-0303
Attention: Michael J. Hyde

Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 902.
Middletown, CT 06457
Telecopier No.: (860) 704-6219
Attention: Corporate Trust Services

          Re: 10 1/8% Senior Subordinated Notes due 2010

          Reference is hereby made to the Indenture, dated as of April 18, 2002
(the "Indenture"), among American Seafoods Group LLC, a Delaware limited
liability company (the "Company"), and American Seafoods, Inc., a Delaware
corporation and wholly owned subsidiary of the Company ("ASI" and, together with
the Company, collectively, the "Issuers" and each individually, an "Issuer"),
the Guarantors, and Wells Fargo Bank Minnesota, National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                              (the "Transferor") owns and proposes to transfer
          -------------------
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount at maturity of $            in such Note[s] or interests (the
                                 -----------
"Transfer"), to                             (the "Transferee"), as further
                ---------------------------
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. Check if Transferee will take delivery of a beneficial interest in
             ------------------------------------------------------------------
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
---------------------------------------------------------------
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the

                                       B-1

<PAGE>

United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

          2. Check if Transferee will take delivery of a beneficial interest in
             ------------------------------------------------------------------
the Regulation S Temporary Global Note, the Regulation S Permanent Global Note
------------------------------------------------------------------------------
or a Definitive Note pursuant to Regulation S. The Transfer is being effected
---------------------------------------------
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Permanent Global Note,
the Regulation S Temporary Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

          3. Check and complete if Transferee will take delivery of a beneficial
             -------------------------------------------------------------------
interest in a Restricted Global Note or a Restricted Definitive Note pursuant to
--------------------------------------------------------------------------------
any provision of the Securities Act other than Rule 144A or Regulation S. The
------------------------------------------------------------------------
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

          (a) such Transfer is being effected pursuant to and in accordance with
     Rule 144 under the Securities Act;

                                       or

          (b) such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

          (c) such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act.

                                       B-2

<PAGE>

          4. Check if Transferee will take delivery of a beneficial interest in
             ------------------------------------------------------------------
an Unrestricted Global Note or of an Unrestricted Definitive Note.
------------------------------------------------------------------

          (a) Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

          (b) Check if Transfer is pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

          (c) Check if Transfer is pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ----------------------------------------
                                               [Insert Name of Transferor]


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

Dated:
      ----------------------

                                       B-3

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (A) OR (B)]

          (A)  a beneficial interest in the:

               (i)  144A Global Note (CUSIP [_____________]); or

               (ii) Regulation S Global Note (CUSIP [_____________]); or

          (B)  a Restricted Definitive Note.

2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (A)  a beneficial interest in the:

               (i)  144A Global Note (CUSIP [_____________]); or

               (ii) Regulation S Global Note (CUSIP [_____________]); or

               (iii) Unrestricted Global Note (CUSIP _____________); or

          (B)  a Restricted Definitive Note; or

          (C)  an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                      B-4

<PAGE>

                                                                       EXHIBIT C

                        FORM OF CERTIFICATE OF EXCHANGE

American Seafoods Group LLC
Market Place Tower
2025 First Avenue, Suite 1200
Seattle, WA 98121
Facsimile: (206) 448-0303
Attention:

Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 902.
Middletown, CT 06457
Telecopier No.: (860) 704-6219
Attention: Corporate Trust Services

          Re: 10 1/8% Senior Subordinated Notes due 2010

          Reference is hereby made to the Indenture, dated as of April 18, 2002
(the "Indenture"), among American Seafoods Group LLC, a Delaware limited
liability company (the "Company"), American Seafoods, Inc., a Delaware
corporation and wholly owned subsidiary of the Company ("ASI" and, together with
the Company, collectively, the "Issuers" and each individually, an "Issuer"),
the Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                                     (the "Owner") owns and proposes to exchange
          --------------------------
the Note[s] or interest in such Note[s] specified herein, in the principal
amount at maturity of $             in such Note[s] or interests (the
                       ------------
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Notes or Beneficial Interests in
             ------------------------------------------------------------------
a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
------------------------------------------------------------------------
Interests in an Unrestricted Global Note
----------------------------------------

          (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount at maturity, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the

                                      C-1

<PAGE>

Securities Act and (iv) the beneficial interest in an Unrestricted Global Note
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

          (b) Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

          (c) Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

          (d) Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

          2. Exchange of Restricted Definitive Notes or Beneficial Interests in
             ------------------------------------------------------------------
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
-------------------------------------------------------------------------------
in Restricted Global Notes
--------------------------

          (A) Check if Exchange is from beneficial interest in a Restricted
     Global Note to Restricted Definitive Note. In connection with the Exchange
     of the Owner's beneficial interest in a Restricted Global Note for a
     Restricted Definitive Note with an equal principal amount at maturity, the
     Owner hereby certifies that the Restricted Definitive Note is being
     acquired for the Owner's own account without transfer. Upon consummation of
     the proposed Exchange in accordance with the terms of the Indenture, the
     Restricted Definitive Note issued will continue to be subject to the
     restrictions on

                                      C-2

<PAGE>

     transfer enumerated in the Private Placement Legend printed on the
     Restricted Definitive Note and in the Indenture and the Securities Act.

          (B) Check if Exchange is from Restricted Definitive Note to beneficial
     interest in a Restricted Global Note. In connection with the Exchange of
     the Owner's Restricted Definitive Note for a beneficial interest in the
     [CHECK ONE] ? 144A Global Note, ? Regulation S Global Note, ? Restricted
     Global Note with an equal principal amount at maturity, the Owner hereby
     certifies (i) the beneficial interest is being acquired for the Owner's own
     account without transfer and (ii) such Exchange has been effected in
     compliance with the transfer restrictions applicable to the Restricted
     Global Notes and pursuant to and in accordance with the Securities Act, and
     in compliance with any applicable blue sky securities laws of any state of
     the United States. Upon consummation of the proposed Exchange in accordance
     with the terms of the Indenture, the beneficial interest issued will be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the relevant Restricted Global Note and in the Indenture
     and the Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                               ---------------------------------
                                                  [Insert Name of Transferor]


                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

Dated:
      ---------------

                                      C-3

<PAGE>

                                                                       EXHIBIT D

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

          Supplemental Indenture (this "Supplemental Indenture"), dated as of
             , among                    (the "Guaranteeing Subsidiary"), a
-------------        ------------------
subsidiary of American Seafoods Group LLC (or its permitted successor), a
Delaware limited liability company (the "Company"), the Company, American
Seafoods, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("ASI" and together with the Company, collectively, the "Issuers" and
each an "Issuer"), the other Guarantors (as defined in the Indenture referred to
herein) and Wells Fargo Bank Minnesota, National Association, as trustee under
the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

          WHEREAS, the Company and ASI has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of April 18, 2002 providing
for the issuance of an aggregate principal amount of $175 million of 10 1/8%
Senior Subordinated Notes due 2010 (the "Notes");

          WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the obligations of the Issuers under the Notes and the
Indenture on the terms and conditions set forth herein (the "Note Guarantee");
and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition
             -----------------
shall have the meanings assigned to them in the Indenture.

          2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees
             ----------------------
as follows:

          (a) Along with all other Guarantors, to jointly and severally
     Guarantee to each Holder of a Note authenticated and delivered by the
     Trustee and to the Trustee and its successors and assigns, irrespective of
     the validity and enforceability of the Indenture, the Notes or the
     obligations of the Issuers hereunder or thereunder, that:

               (i) the principal of and interest on the Notes will be promptly
          paid in full when due, whether at maturity, by acceleration,
          redemption or otherwise, and

                                      D-1

<PAGE>

          interest on the overdue principal of and interest on the Notes, if
          any, if lawful, and all other obligations of the Company to the
          Holders or the Trustee hereunder or thereunder will be promptly paid
          in full or performed, all in accordance with the terms hereof and
          thereof; and

               (ii) in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, the same will be promptly
          paid in full when due or performed in accordance with the terms of the
          extension or renewal, whether at stated maturity, by acceleration or
          otherwise. Failing payment when due of any amount so guaranteed or any
          performance so guaranteed for whatever reason, the Guarantors shall be
          jointly and severally obligated to pay the same immediately. This Note
          Guarantee is a guarantee of payment and not of collection.

          (b) The obligations hereunder shall be unconditional, irrespective of
     the validity, regularity or enforceability of the Notes or the Indenture,
     the absence of any action to enforce the same, any waiver or consent by any
     Holder of the Notes with respect to any provisions hereof or thereof, the
     recovery of any judgment against the Companies, any action to enforce the
     same or any other circumstance that might otherwise constitute a legal or
     equitable discharge or defense of a guarantor.

          (c) Subject to Section 6.06 of the Indenture, the following is hereby
     waived: diligence, presentment, demand of payment, filing of claims with a
     court in the event of insolvency or bankruptcy of the Company, any right to
     require a proceeding first against the Company, protest, notice and all
     demands whatsoever.

          (d) The Note Guarantee shall not be discharged except by complete
     performance of the obligations contained in the Notes and the Indenture.

          (e) If any Holder or the Trustee is required by any court or otherwise
     to return to the Company, the Guarantors, or any Custodian, Trustee,
     liquidator or other similar official acting in relation to either the
     Company or the Guarantors, any amount paid by either to the Trustee or
     such Holder, this Note Guarantee, to the extent theretofore discharged,
     shall be reinstated in full force and effect.

          (f) The Guaranteeing Subsidiary shall not be entitled to any right of
     subrogation in relation to the Holders in respect of any obligations
     guaranteed hereby until payment in full of all obligations guaranteed
     hereby.

          (g) As between the Guarantors, on the one hand, and the Holders and
     the Trustee, on the other hand, (x) the maturity of the obligations
     guaranteed hereby may be accelerated as provided in Article Six of the
     Indenture for the purposes of this Note Guarantee, notwithstanding any
     stay, injunction or other prohibition preventing such acceleration in
     respect of the obligations guaranteed hereby, and (y) in the event of any
     declaration of acceleration of such obligations as provided in Article Six
     of the Indenture, such obligations (whether or not due and payable) shall
     forthwith become due and payable by the Guarantors for the purpose of this
     Note Guarantee.

                                      D-2

<PAGE>

          (h) Pursuant to Section 11.03 of the Indenture, after giving effect to
     any maximum amount and any other contingent and fixed liabilities that are
     relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
     after giving effect to any collections from, rights to receive contribution
     from or payments made by or on behalf of any other Guarantor in respect of
     the obligations of such other Guarantor under Article Ten of the Indenture
     shall result in the obligations of such Guarantor under its Note Guarantee
     constituting a fraudulent transfer or conveyance.

          3. Subordination. The Obligations of the Guaranteeing Subsidiary under
             -------------
its Note Guarantee pursuant to this Supplemental Indenture shall be junior and
subordinated to the prior payment in full of all Senior Debt of the Guaranteeing
Subsidiary (including Senior Debt of the Guaranteeing Subsidiary incurred after
the date of this Indenture) on the same basis as the Notes are junior and
subordinated to the Senior Debt of the Company as described in Article Ten of
the Indenture. For the purposes of the foregoing sentence, the Trustee and the
Holders shall have the right to receive and/or retain payments by the
Guaranteeing Subsidiary only at such time as they may receive and/or retain
payments in respect of the Notes pursuant to the Indenture, including Article
Ten thereof.

          4. Execution and Delivery. Each Guaranteeing Subsidiary agrees that
             ----------------------
the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

          5. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms.
             ---------------------------------------------------------------

Except as otherwise provided in Section 11.06 of the Indenture, a Guarantor may
not sell or otherwise dispose of all or substantially all of its assets, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person other than the Company or another Guarantor,
unless either:

     (1)  (a) immediately after giving effect to such transaction, no Default or
     Event of Default exists; and

          (b) the Person acquiring the property in any such sale or disposition
     or the Person formed by or surviving any such consolidation or merger is a
     corporation or limited liability company, organized or existing under the
     laws of the United States, any state thereof or the District of Columbia
     and assumes all the obligations of that Guarantor under this Indenture, its
     Note Guarantee and the Registration Rights Agreement pursuant to a
     supplemental indenture satisfactory to the Trustee; or

     (2) such sale or other disposition complies with Section 4.10, including
     the application of the Net Proceeds therefrom.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by a Guarantor,
such successor Person shall succeed to and be substituted for a Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor

                                      D-3

<PAGE>

Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

          Except as set forth in Articles 4 and 5 of the Indenture, and
notwithstanding clauses (1) and (2) above, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

          6. Releases.
             --------

          (a) Any Guarantor will be released and relieved of any obligations
under its Note Guarantee (i) in connection with any sale of Capital Stock of a
Guarantor to a Person that is not (either before or after giving effect to such
transaction) an Affiliate of the Company, in compliance with either clause (1)
or clause (2) of the first paragraph of Section 4.10 of the Indenture; (ii) if
the Company properly designates any Restricted Subsidiary that is a Guarantor as
an Unrestricted Subsidiary; or (iii) upon legal defeasance of the Company's and
all Guarantors' obligations pursuant to Section 8.02 of the Indenture or upon
satisfaction and discharge of the Indenture pursuant to Section 12.01 of the
Indenture. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.

          (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article Eleven of the Indenture.

          7. No Recourse Against Others. No past, present or future director,
             --------------------------
officer, employee, incorporator, member, stockholder or agent of the
Guaranteeing Subsidiary (or any holder of an Equity Interest in the Guaranteeing
Subsidiary), as such, shall have any liability for any obligations of the
Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. The waiver may
not be effective to waive liabilities under the federal securities laws.

          8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
             ----------------------
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE

                                      D-4

<PAGE>

PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

          9. Counterparts. The parties may sign any number of copies of this
             ------------
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

          10. Effect of Headings. The Section headings herein are for
              ------------------
convenience only and shall not affect the construction hereof.

          11. Trustee. The Trustee shall not be responsible in any manner
              -------
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                 * * * * * * * *

                                      D-5

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:                  ,
      ------------------ ----

                                      Guaranteeing Subsidiary


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      AMERICAN SEAFOODS GROUP LLC


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      AMERICAN SEAFOODS, INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION
                                         AS Trustee


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      D-6